Third Party Offer. Prior to the consummation of any sale of all ----------------- or any portion of the FS Shares to a Third Party pursuant to Section 5.4(a), FSEP IV and/or Xxxxxx Xxxxxxx shall cause each bona fide offer from such Third Party to purchase such FS Shares from FSEP IV (an "FS THIRD-PARTY OFFER") to be reduced to writing and shall send written notice of such FS Third-Party Offer (the "FS INITIAL OFFER NOTICE") to the Stockholders. Each FS Third-Party Offer shall include an offer to purchase Shares from the Stockholders in the amounts determined in accordance with Section 5.4(c), at the same time, at the same price and on the same terms as the sale by FSEP IV and, if applicable, Xxxxxx Xxxxxxx, to the Third Party, and according to the terms and conditions of this Agreement. The FS Initial Offer Notice shall be accompanied by a true copy of the FS Third-Party Offer. If any Stockholder desires to accept the offer contained in the FS Initial Offer Notice, such Stockholder shall furnish written notice to FSEP IV, within 20 days after its receipt of the FS Initial Offer Notice, indicating such Stockholder's irrevocable acceptance of the offer included in the FS Initial Offer Notice and setting forth the maximum number of Shares such Stockholder agrees to sell to the Third Party (the "FS ACCEPTANCE NOTICE"). If such Stockholder does not furnish an FS Acceptance Notice to FSEP IV in accordance with these provisions by the end of such 20-day period, such Stockholder shall be deemed to have irrevocably rejected the offer contained in the FS Initial Offer Notice. All Shares set forth in the FS Acceptance Notice of such Stockholder together with the Shares proposed to be sold by FSEP IV and, if applicable, Xxxxxx Xxxxxxx to the Third Party are referred to collectively as "ALL OFFERED SHARES". Within three days after the date on which the Third Party informs FSEP IV of the total number of Shares which such Third Party has agreed to purchase in accordance with the terms specified in the FS Initial Offer Notice, FSEP IV shall send written notice (the "FS FINAL NOTICE") to such Stockholder setting forth the number of Shares such Stockholder shall sell to the Third Party as determined in accordance with Section 5.4(c), which number shall not exceed the maximum number specified by such Stockholder in its FS Acceptance Notice. Within five days after the date of the FS Final Notice (or such shorter period as may reasonably be requested by FSEP IV to facilitate the sale), such Stoc...
Third Party Offer. Notwithstanding anything contained in this Section 8.13 of this Agreement to the contrary, if the purchase of the Company interest proposed for sale results from an exercise of a right of first refusal by the Company as provided in Section 8.11 of this Agreement, then the terms for the payment of the purchase price shall be those set forth in the third partyoffer.
Third Party Offer. If at any time when the Option remains unexercised with respect to any of the Shares, a general offer to purchase all of the issued shares of the Company is made by a third party, the Company shall use its best efforts to bring such offer to the attention of the Participant as soon as practicable and the Company may, at its option, require the acceleration of the time for the exercise of the Option and of the time for the fulfilment of any conditions or restrictions on such exercise.
Third Party Offer. The Corporation will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 3.02 applicable to an offer made by the Corporation and such third party purchases all Notes properly tendered and not withdrawn under such third party’s offer.
Third Party Offer. During the period from the date of this Agreement until the Closing or the effective date of termination of this Agreement pursuant to the termination provisions of Sections 9.1(a), 9.1(b), 9.1(c), 9.1(d), 9.1(f) or 9.1(g), if the Board of Directors determines in good faith to accept a Superior Proposal, prior to accepting such Superior Proposal, the Company shall first (a) disclose to the Investors the terms and conditions of such Superior Proposal and (b) offer the Investors the opportunity to enter into a transaction with the Company on terms no less favorable to the Company and its stockholders from a financial point of view (including conditions to consummation of the contemplated transactions) than those contained in the Superior Proposal (the “Offer”). A Majority in Interest of the Investors shall be entitled to notify the Company within five (5) business days of the terms of a transaction with the Company in response to the Offer (a “Counter Proposal”). If the terms of the Counter Proposal are determined by the Board of Directors (after consultation with its legal and financial advisors) in good faith to be no less favorable to the Company and its stockholders from a financial point of view (including conditions to consummation of the contemplated transaction) than those contained in the Superior Proposal, then the Company shall accept the Counter Proposal. If the Company does not receive a Counter Proposal from a Majority in Interest of the Investors within such five (5) business day period, the Company may accept the Superior Proposal, provided there are no subsequent material changes to the terms of such Superior Proposal. If the terms of such Superior Proposal are materially changed, such Superior Proposal shall be deemed a new proposal and shall be subject to each of the terms of this Section 8.8. This Section 8.8 shall apply to any Superior Proposal made by any person or entity at any time prior to the termination of the Investors’ rights under this Section 8.8.
Third Party Offer. (a) Prior to the consummation of any sale of all or any portion of the shares of Common Stock held by the FS Stockholder to a Third Party, the FS Stockholder shall cause each bona fide offer from such Third Party to purchase such shares from the FS Stockholder (a "Third-Party Offer") to be reduced to writing and shall send written notice of such Third-Party Offer (the "Initial Offer Notice") to the other Stockholders. Each Third-Party Offer shall include an offer to purchase shares of Common Stock from the Existing Stockholders and the Ripplewood Stockholder, in the amounts determined in accordance with Subsection 3.3 of this Section 3, at the same time, at the same price and on the same terms as the sale by the FS Stockholder to the Third Party, and according to the terms and conditions of this Agreement. The Initial Offer Notice shall be accompanied by a true copy of the Third-Party Offer (including all material information available to the FS Stockholder relating thereto). If a Stockholder desires to accept the offer contained in the Initial Offer Notice, such Stockholder shall furnish written notice to the FS Stockholder, within 20 days after its receipt of the Initial Offer Notice, indicating such Stockholder's irrevocable acceptance of the offer included in the Initial Offer Notice and setting forth the maximum number of shares of Common Stock such Stockholder agrees to sell to the Third Party (the "Acceptance Notice"). If a Stockholder does not furnish an Acceptance Notice to the FS Stockholder in accordance with these provisions by the end of such 20-day period, such Stockholder shall be deemed to have irrevocably rejected the offer contained in the Initial Offer Notice. All shares of Common Stock set forth in the Acceptance Notices of the Stockholders together with the shares of Common Stock proposed to be sold by the FS Stockholder to the Third Party are referred to collectively as "All Offered Shares". Within five days after the date on which the Third Party informs the FS Stockholder of the total number of shares of Common Stock which such Third Party has agreed to purchase in accordance with the terms specified in the Initial Offer Notice, the FS Stockholder shall send written notice (the "Final Notice") to the participating Stockholders setting forth the number of shares of Common Stock each participating Stockholder shall sell to the Third Party as determined in accordance with Subsection 3.3 of this Section 3, which number shall not exceed ...
Third Party Offer. (a) No sale by any Shareholder of any Shares to any Person other than a Permitted Transferee shall be effected except in compliance with this Article and this Agreement.
Third Party Offer. For so long as GM and its Affiliates continue to hold in the aggregate not less than 10% of the issued and outstanding common shares in the capital of the Corporation, in the event that:
Third Party Offer. Any Member (“Selling Member”) who has received a Bona Fide Offer from a Third Party prospective purchaser (“Qualified Purchaser”), to purchase all (but not less than all) of the Selling Member's Membership Interest, before selling any of its Membership Interest, shall first offer the sale thereof to the other Member (the “Remaining Member”) upon the same terms and conditions stated in such Bona Fide Offer (“Right of First Refusal”). To avoid all doubt, any sale of less than all of the Membership Interest of a Member is subject to the prior written consent of the other Member (which may be withheld at the sole and absolute discretion of such other Member), except to the extent any exception contained in Section 7.2 applies, that is, the Transfer is to either a Permitted Managing Member Transferee or a Permitted Non-Managing Member Transferee. Notwithstanding the foregoing or anything else in this Agreement to the contrary no Member may Transfer or permit the Transfer of all or any portion of its Membership Interest or any direct or indirect interest in such Member while any such Transfer previously initiated by another Member is continuing and have not yet been completed or terminated in accordance with the applicable provisions of this Agreement.
Third Party Offer. Except as provided in the last sentence of Section 10.1, a Member (the “Selling Member”) may transfer all or any portion of his Membership Interest to a third party only if (a) the Transfer is pursuant to a bona fide written offer to purchase (“Third Party Offer”) from a third party, (b) the purchase price is to be paid in all cash or part cash and the remainder by a promissory note secured by the applicable Economic Interest, and (c) such portion of the Selling Member’s Membership Interest is first offered to the Company and the other Members on the terms and conditions set forth in this Article.
