Bona Fide Offers Sample Clauses

Bona Fide Offers. (a) If any Securityholder (other than a Class B Securityholder) desires to Transfer any Securities and such Securityholder shall have received a bona fide arms’-length written offer (a “Bona Fide Offer”) from a Person other than an Affiliate or Associate of such Securityholder (the “Outside Party”) for the Transfer of such Securities, such Securityholder shall give written notice (the “Option Notice”) to each Aurora Entity, the Company, GEPT and NM (so long as, with respect to GEPT and NM, such Securityholder is a Qualifying Class A Securityholder as of the date of such notice) setting forth such desire, which notice shall set forth at least the name and address of the Outside Party and the price and terms of the Bona Fide Offer and shall be accompanied by a copy of the Bona Fide Offer and evidence demonstrating, to the reasonable satisfaction of the Aurora Entities and the Company, the Outside Party’s ability to consummate such offer. Upon the giving of such Option Notice, the Aurora Entities or any of their respective Affiliates shall have the option to purchase, on a Pro Rata basis, at the price offered by the Outside Party in the Bona Fide Offer, all or any portion of the Securities specified in the Option Notice, said option to be exercised within ten (10) Business Days following the giving of such Option Notice, by giving a counter-notice (a “Counter-Notice”) to the selling Securityholder (with a copy of such Counter-Notice to the Company, GEPT and NM). In the event that a determination must be made (as described below) as to the fair market value of non-cash consideration, the ten (10) Business Day period referred to in the immediately preceding sentence shall be extended to such greater period of time, not to exceed twenty (20) Business Days after said Option Notice, specified in good faith by a disinterested majority of the Board. In the event that the Bona Fide Offer provides, in whole or in part, for non-cash consideration, the “price” offered by the Outside Party shall be deemed to be the amount of cash, if any, provided in the Bona Fide Offer plus the fair market value of the non-cash consideration as determined in good faith by a disinterested majority of the Board. Notwithstanding the foregoing, no Aurora Entity shall be permitted to purchase any Securities pursuant to this Section 4 from any Securityholder that is subject to ERISA if such purchase would constitute a non-exempt prohibited transaction under ERISA.
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Bona Fide Offers. (a) If the Investor desires to Transfer any Extra Subject Shares and such Investor shall have received a bona fide written offer (a "Bona Fide Offer") that it intends to accept from a Person (the "Outside Party") for the Transfer of such Extra Subject Shares, the Investor shall give written notice (the "Option Notice") to the Corporation setting forth such desire, which notice shall set forth at least the name and address of the Outside Party and the price and terms of the Bona Fide Offer and shall be accompanied by a copy of the Bona Fide Offer, a statement executed by the Outside Party setting forth the number of shares and type of Capital Stock beneficially owned (for purposes of
Sample 1
Bona Fide Offers. (a) If the Investor desires to Transfer any Extra Subject Shares and such Investor shall have received a bona fide written offer (a "Bona Fide Offer") that it intends to accept from a Person (the "Outside Party") for the Transfer of such Extra Subject Shares, the Investor shall give written notice (the "Option Notice") to the Company setting forth such desire, which notice shall set forth at least the name and address of the Outside Party and the price and terms of the Bona Fide Offer and shall be accompanied by a copy of the Bona Fide Offer, a statement executed by the Outside Party setting forth the number of shares and type of Voting Capital Stock Beneficially Owned by such Outside Party and any Affiliate thereof, and evidence reasonably demonstrating the Outside Party's ability to consummate such offer. Upon the giving of such Option Notice, the Company shall have the option to purchase for cash, at the price offered by the Outside Party in the Bona Fide Offer, all, but not less than all, of the Extra Subject Shares specified in the Option Notice, said option to be exercised within ten (10) business days following the giving of such Option Notice, by giving a counter-notice (a "Counter-Notice") to the Investor. In the event that the Bona Fide Offer provides, in whole or in part, for non-cash consideration, the "price" offered by the Outside Party shall be deemed to be the amount of cash, if any, provided in the Bona Fide Offer plus the fair market value of the non-cash consideration as initially determined in good faith by the majority of the disinterested members of the Board, which determination may be challenged by the Investor.
Sample 1

Related to Bona Fide Offers

  • Third Party Offers If the Participant receives a bona fide written offer (“Offer”) from a third party to purchase some or all of the Vested Shares registered in his name and the Participant desires to accept that offer (except for a Permitted Transfer), the Participant shall give written notice to the Company (the “Sale Notice”) of his desire to transfer such Vested Shares and, in that event, the Company shall have the rights granted herein.

  • Repurchase Offers In the event that, pursuant to Sections 4.10 and 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state:

  • No Offer The submission of this Lease to Tenant shall not be construed as an offer, and Tenant shall not have any rights under this Lease unless Landlord executes a copy of this Lease and delivers it to Tenant.

  • Offer Preparation of this Lease by either Lessor or Lessee or Lessor's agent or Lessee's agent and submission of same to Lessee or Lessor shall not be deemed an offer to lease. This Lease is not intended to be binding until executed and delivered by all Parties hereto.

  • Offer Notice (i) The Company shall give written notice (the “Offering Notice”) to the Purchaser and the other Forward Contract Parties stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities and the applicable pro rata share of such New Equity Securities offered to the Purchaser pursuant to such Offering Notice.

  • Offering Notice Except for (a) options to purchase Common Stock or restricted stock which may be issued pursuant to a Stock Option Plan, (b) a subdivision of the outstanding shares of Common Stock into a larger number of shares of Common Stock, (c) Equity Securities of the Company issued upon exercise, conversion or exchange of any Common Stock Equivalent either (x) previously issued or (y) issued in accordance with the terms of this Agreement, (d) Equity Securities of the Company issued in consideration of an acquisition (whether pursuant to a stock purchase, asset purchase, merger or otherwise), approved by the Board of Directors in accordance with the terms of this Agreement, by the Company of another Person, (e) issuances to commercial banks, lessors and licensors in non-equity financing transactions (provided that the foregoing will not include any issuances to private equity or venture capital firms or any private equity division of any investment bank or commercial bank) not exceeding more than five percent (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (f) issuances to the public pursuant to an effective Registration Statement and (g) issuances in connection with any dividend or distribution on shares of preferred stock of the Company, if any ((a)-(g) being referred to collectively as “Exempt Issuances”), if, following compliance with Section 6.9 (if applicable), the Company wishes to issue any Equity Securities or Debt Securities of the Company (collectively, “New Securities”) to any Person (the “Subject Purchaser”), then the Company shall offer such New Securities to each of the Initial Stockholders holding greater than one percent (1%) of the then-issued and outstanding Shares (each, a “Preemptive Rightholder”, and collectively, the “Preemptive Rightholders”) by sending written notice (the “New Issuance Notice”) to the Preemptive Rightholders, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per security of the New Securities (the “Proposed Price”). Upon delivery of the New Issuance Notice, such offer shall be irrevocable unless and until the rights provided for in Section 4.2 shall have been waived or shall have expired.

  • Background of the Offer Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements........................................ 20 12. Plans For the Company............................. 34 13. Certain Conditions of the Offer................... 35 14.

  • Agreement Not to Offer or Sell Additional Shares During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company will not, without the prior written consent of WSI (which consent may be withheld at the sole discretion of WSI), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common Shares, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares, other than (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof of which the Underwriters have been advised in writing, (c) grants of restricted Common Shares or restricted common share units pursuant to the Company’s 2008 Long-Term Equity Incentive Ownership Plan, provided that such securities will not vest or become exercisable, as applicable, during the 180-day restricted period without the Representatives’ prior written consent, or (d) any post-effective amendment to a registration statement on Form S-8 effective on the date hereof; provided, however, that prior to the issuance of any of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) below. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.

  • Offers The Company has suspended or terminated, and has the legal right to terminate or suspend, all negotiations and discussions of any acquisition, merger, consolidation or sale of all substantially all of the assets of Company with parties other than Parent.

  • No Offer to Sell Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

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