The Offering Notice definition

The Offering Notice shall contain a conformed copy of the proposed transferee's offer to purchase, and shall describe the number of Shares involved (the "OFFERED SHARES"), the price per Share which the proposed transferee will pay, the terms and conditions of payment to be made by the proposed transferee, and the name of the proposed transferee. The Offering Notice shall constitute an offer to sell the Offered Shares in whole or in part to the Company. The Offering Stockholder promptly shall notify the Board, Xxxxxx Xxxxxxx, FSEP IV and the Other Stockholders in writing of any changes in the terms of the Offering Notice, which subsequent notice shall constitute a new offer for purposes of this Section 5.1. Unless the Offering Stockholder and his proposed transferee mutually agree in writing to terminate the proposed Transfer, all offers to the Company, Xxxxxx Xxxxxxx, FSEP IV and the Other Stockholders under this Section 5.1 shall be irrevocable during the Option Period, as defined below.
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The Offering Notice shall outline the price ("Asking Price") OTA shall seek to obtain in negotiations with any prospective purchaser. If BOP, by reply notice given within twenty (20) days after the Offering Notice, advises OTA that it is interested in purchasing the Interest or Interests, for substantially the same price and terms, then OTA and BOP shall in good faith attempt to negotiate and agree upon a contract (a "Sale Contract") for purchase of the Interest or Interests, it being understood, however that OTA shall have no obligation to sell to BOP for a price less than the Asking Price or upon terms other than those acceptable to OTA. If OTA and BOP cannot agree within thirty (30) days after BOP's notice of interest to OTA, then OTA shall be free to offer any Interest or Interests for sale to a third party for substantially the same price and terms as specified in the Offering Notice, and OTA shall be free to negotiate, agree upon and close the sale with such third party on substantially the same price and terms, free and clear of any rights of BOP. "Substantially the same price and terms," as used herein, means that the price shall be not more than ten percent (10%) less than the price specified in OTA's previous notice to BOP.
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The Offering Notice the Offeror shall offer (the "Sale Offer") to each Offeree the right to purchase a portion of the interest (the "Portion of the Interest") of the Offeror referred to in said offer, at a portion of the same price and subject to the same terms and conditions as
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Examples of The Offering Notice in a sentence

  • The Offering Notice shall identify the proposed purchaser and shall contain the price and a complete description of the terms on which the Member proposes to Transfer the Units.

  • That is why DK8’s Offering Notice to Bernal referred solely to the purchase of its “ownership in HBT JVLLC.”70 The Offering Notice makes clear that Bernal can either “consent to the sale” or “purchase our ownership in HBT JV LLC.” In addition, Section 4.3(c) of the Transfer Agreement sets out a precise formula for calculating the purchase price of DK8’s membership interest.

  • The Offering Notice shall contain an irrevocable offer to sell the Shares to each Stockholder (other than the Selling Stockholder and its Affiliates) at a price equal or equivalent (as determined in the manner set forth in Section 3.1(c)(i) below) to the price contained in, and otherwise on the same terms and conditions of, the Offer and shall be accompanied by a copy of the Offer (which shall identify the Offeror).

  • Once it is confirmed that there is no existing offset, the survivor should file her return.

  • The Offering Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement or understanding relating to the Offered Securities and proof satisfactory to the Company that the Offered Securities will not violate any applicable securities laws.

  • The Offering Notice shall be deemed to be an offer by the Offering Stockholder to sell all Offered Shares to the other Stockholders in accordance with the terms of the Offering Notice and subject to the terms of this Agreement.

  • The Company shall promptly deliver a copy of the Offering Notice to each of the Rightholders under this Section 3.1. The Offering Notice shall include a copy of the agreement between the Selling Stockholder and the Third-Party Purchaser pertaining to the proposed Transfer of the Offered Securities to the Third-Party Purchaser.

  • After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a fixed price of $0.02 per share.

  • The Offering Notice shall specify the amount of Registrable Securities to be included in the Offering and the intended method or methods of disposition.

  • Currently, the U.S. states of North Dakota and Texas, where most of shale oil production takes place, account for almost half of the total U.S. crude oil supplies—up from 25 percent three years ago (figure 6).


More Definitions of The Offering Notice

The Offering Notice the Offeror shall offer (the "Sale Offer") to each Offeree the right to purchase a portion of the interest (the "Portion of the Interest") of the Offeror referred to in said offer, at a portion of the same price and subject to the same terms and conditions as set forth in said offer and the Offeror shall submit with the offering Notice a true copy of said offer. The portion shall be equal to the full amount of the interest offered multiplied by a fraction, the numerator of which is such Offeree's then interest in the Trust Estate and the denominator is the then interest in the Trust Estate of all Offerees. Each Offeree shall notify the Offeror and the other Offeree(s) of its election within fifteen (15) days of the date of its receipt of the Offering Notice; provided, however, that such election shall be as to all of the Portion of the Interest.
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The Offering Notice shall contain an irrevocable offer to sell the Shares to the Company and Cypress at a price equal or equivalent (as determined in the manner set forth in Section 3.1(b)(i) below) to the price contained in, and otherwise on the same terms and conditions of, the Offer and shall be accompanied by a copy of the Offer (which shall identify the Offeror).
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Related to The Offering Notice

  • Offering Notice shall have the meaning set out in Section 3.1;

  • Shelf Offering Notice has the meaning set forth in Section 1(d)(i).

  • Minimum Offering Notice means a written notification, signed by Broker, pursuant to which the Broker shall represent (1) that subscriptions for the Minimum Offering have been received, (2) that, to the best of Broker’s knowledge after due inquiry and review of its records, Cash Investment Instruments in full payment for that number of Shares equal to or greater than the Minimum Offering have been received, deposited with and collected by NCPS, (3) and that such subscriptions have not been withdrawn, rejected or otherwise terminated, and (4) that the Subscribers have no statutory or regulatory rights of rescission without cause or all such rights have expired.

  • Underwritten Offering Notice has the meaning set forth in Section 2(b).

  • Purchase Offer shall have the meaning assigned to such term in Section 2.25(a).

  • First Offer Notice shall have the meaning set forth in Section 14.4(a).

  • Registration Notice has the meaning specified in Section 2.1(a).

  • Subsequent Financing Notice shall have the meaning ascribed to such term in Section 4.12(b).

  • Initial Notice shall have the meaning set forth in Section 7.1.

  • Issuance Notice Date means any Trading Day during the Agency Period that an Issuance Notice is delivered pursuant to Section 3(b)(i).

  • Private Offering means the private offering of Preferred Stock pursuant to the Memorandum.

  • Offer Notice shall have the meaning set forth in Section 4.1.

  • Transfer Notice Date has the meaning given to it in Section 2.06.

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Issuance Notice means a written notice delivered to the Agent by the Company in accordance with this Agreement in the form attached hereto as Exhibit A that is executed by its Chief Executive Officer, President or Chief Financial Officer.

  • Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.

  • Repurchase Offer shall have the meaning specified in Section 11.1(b).

  • Subsequent Offering means any further issuance of Interests in any Series, excluding any Initial Offering or Transfer.

  • Transfer Notice means the notice of a proposed transfer of Shares described in Section 8.

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • Exchange Notice has the meaning set forth in Section 2.1(a)(iii).

  • Last best offer package means the offer exchanged by parties not less than 14 days prior

  • CAFA Notice means the notice of this Settlement to be served upon State and Federal authorities as required by the Class Action Fairness Act of 2005, 28 U.S.C. § 1715.

  • Shelf Offering has the meaning set forth in Section 1(d)(i).

  • Purchase Option Notice As defined in Section 3.18(e).

  • Sales Notice shall have the meaning ascribed to such term in Section 2(b)(i).