Unsolicited Offer Sample Clauses

Unsolicited Offer. An “Unsolicited Offer” means (a) any offer for a proposed Corporate Event received from a third party in the absence of any act taken by any officer or director of the Company with the intent of soliciting such offer, and (b) any proposal or offer by the Company to such third party or from such third party for a proposed Corporate Event arising from negotiations that followed the receipt of an offer described in 3.2(a).
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Unsolicited Offer. In the event either Shareholder shall receive an ----------------- unsolicited offer for any or all of its shares in NEWCO (hereinafter in this Section 6 said Shareholder will be referred to as the "Seller") and shall obtain a bona fide written offer (which offer must be accompanied by a good faith deposit in the form of a certified check equal to at least ten percent (10%) of the purchase price) for such interest, which offer shall set forth the name and address of the prospective and beneficial (if any) purchaser, the number of shares to be purchased, the prospective purchase price, and the other terms and conditions of such offer, the Seller may thereupon sell such shares only upon the following terms and conditions: *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
Sample 1
Unsolicited Offer. If at any time during the Lease Term ----------------- Landlord receives an unsolicited offer to purchase the Premises which Landlord would consider accepting either as is or following certain modifications ("Unsolicited Offer"), Landlord shall notify Tenant in writing of the business terms and conditions of the Unsolicited Offer and such modifications ("Unsolicited Offer Notice"). Tenant agrees to notify Landlord within ten (10) business days from Tenant's receipt of the Unsolicited Offer Notice but in no event later than two (2) business days prior to the expiration of the Unsolicited Offer ("Unsolicited Offer Period") whether, Tenant is interested in acquiring the Premises and the terms and conditions of its offer to acquire the Premises. Landlord agrees not to accept such Unsolicited Offer or to enter into exclusive negotiations with respect to such Unsolicited Offer during the Unsolicited Offer Period. If Tenant's offer is equal to or better than the terms set forth in the Unsolicited Offer Notice (in Landlord's reasonable judgment), then Landlord agrees to enter into negotiations with Tenant for the sale of the Premises. If Tenant fails to respond within the Unsolicited Offer Period or if Tenant's proposed terms and conditions are not equal to or better than the terms set forth in the Unsolicited Offer Notice (in Landlord's reasonable judgment), then Tenant shall be deemed to have rejected the offer and Landlord shall have no further obligation under this Section with respect to such Unsolicited Offer. Nothing in this Lease shall be deemed to give Tenant a right of first refusal to purchase the Premises.
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Unsolicited Offer. In the event the Company or either Common Member receives, after the three (3) year anniversary of the Effective Date, an unsolicited bona fide offer from a third party not affiliated with either the Hersha Member or the Cindat Member to effect a Hotel Sale or a Portfolio Sale (an “Unsolicited Offer”), the recipient of such offer shall promptly deliver it to all other Members and the Company (the “Unsolicited Offer Notice”) and the Common Members shall cooperate diligently and in good faith to determine whether to accept such Unsolicited Offer, including negotiating in good faith with such independent third party to improve such Unsolicited Offer. In the event that after the thirtieth (30th) day following receipt of the Offer Notice by all Common Members, the Unsolicited Offer remains outstanding and the Hersha Member and the Cindat Member have not mutually agreed to accept or reject such Unsolicited Offer, then the Common Member who desires to accept such Unsolicited Offer (the “Selling Member”) may deliver a “Sale Notice” as contemplated by and pursuant to Section 9.1.3 above.
Sample 1
Unsolicited Offer. Purchaser acknowledges that Seller in no way has marketed the sale of the Property to Purchaser. Purchaser’s offer to purchase the Property set forth in this Agreement was made by Purchaser to Seller without solicitation by Seller.
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Unsolicited Offer. Purchaser acknowledges that its offer to purchase the Assets embodied in this Agreement was not solicited by Sellers.
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Unsolicited Offer. 7.5(d) Voting Agreements.....................................
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Unsolicited Offer. In the event either Shareholder shall receive an unsolicited offer for any or all of its shares in either of VisEra Cayman (hereinafter in this Section 6 said Shareholder will be referred to as the “Seller”) and shall obtain a bona fide written offer (which offer must be accompanied by a good faith deposit in the form of a certified check equal to at least ten percent (10%) of the purchase price) for such interest, which offer shall set forth the name and address of the prospective and beneficial (if any) purchaser, the number of shares to be purchased, the prospective purchase price, and the other terms and conditions of such offer, the Seller may thereupon sell such shares only upon the following terms and conditions:
Sample 1
Unsolicited Offer. If the Company receives an unsolicited third-party offer (or indication of interest in making an offer) with respect to a Change of Control transaction, it will provide prompt written notice (“Notice of an Offer”) of the details of that offer to Investor. If the Board of Directors elects to begin a process that could lead to a Change of Control (in response to that unsolicited offer), then it will (a) commence negotiations with the unsolicited bidder and with Investor to seek the highest value available from those parties; and (b) consider retaining the services of an investment banker to guide the process, to ensure that all reasonably identifiable third-party bidders are involved, and/or to render a fairness opinion if a deal is reached. If a definitive agreement is entered into based on those discussions, and if deemed necessary or appropriate by the Board of Directors, then the Company will endeavor to include a market check right in any definitive agreement, to allow the Company to “test the market” with respect to the price obtained. If Investor is the highest bid, it will permit a market check of at least a sixty (60) calendar day period, on terms and in the manner the Board of Directors believes will best comply with its fiduciary duties to the stockholders of the Company. Investor or, if applicable, the third-party bidder, would be informed of the progress and results of any market check analysis. The Company would evaluate any revised offer from Investor or the third party, along with any other offers received during the market check. If, however, the unsolicited offer leads to a Board of Directors decision to explore a sale of the Company, but not on terms offered by, or not with, the unsolicited third-party bidder, then the Company would proceed under the process set forth in Section 12.1 above. The Notice of an Offer may provide Investor a specified period of time within which to submit its own offer, such time period to be determined in the discretion of the Board of Directors. If Investor does not provide an offer within any time period prescribed by the Board of Directors, then Investor will be deemed to have waived all further rights pursuant to this Article 12 related to the then contemplated Change of Control transaction.
Sample 1

Related to Unsolicited Offer

  • 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.

  • Notification of Unsolicited Acquisition Proposals (i) As promptly as practicable (but in any event within one business day) after any of Avanex or Oplink's respective officers, directors or representatives (including any investment banker, attorney or accountant retained by it or any of its subsidiaries) receives or becomes aware of the receipt of any Acquisition Proposal by Avanex or Oplink, as the case may be, or any request for nonpublic information or inquiry which Avanex or Oplink, as the case may be, reasonably believes could lead to an Acquisition Proposal, Avanex or Oplink, as the case may be, shall provide the other party hereto with written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the Person or group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. The recipient of the Acquisition Proposal, request or inquiry shall keep the other party hereto informed as promptly as practicable (but in any event within one (1) business day) in all material respects of the status and details (including all amendments or proposed amendments) of any such Acquisition Proposal, request or inquiry and shall promptly (but in any event within one (1) business day) provide to the other party hereto a copy of all written and electronic materials subsequently provided in connection with such Acquisition Proposal, request or inquiry.

  • Takeover Proposal 43 Tax.........................................................................26

  • Acquisition Proposal “Acquisition Proposal” shall mean any offer or proposal (other than an offer or proposal made or submitted by Parent) contemplating or otherwise relating to any Acquisition Transaction.

  • Proposal Proposal means any information supplied by or on behalf of the insured, deemed to be a completed proposal form and medical questionnaire and other relevant information that the insurer may require.

  • 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.

  • Not an Offer Seller’s delivery of unsigned copies of this Agreement is solely for the purpose of review by the party to whom delivered, and neither the delivery nor any prior communications between the parties, whether oral or written, will in any way be construed as an offer by Seller, nor in any way imply that Seller is under any obligation to enter the transaction which is the subject of this Agreement. The signing of this Agreement by Buyer constitutes an offer which will not be deemed accepted by Seller unless and until Seller has signed this Agreement and delivered a duplicate original to Buyer.

  • 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.

  • Superior Offer “Superior Offer” shall mean a bona fide written Acquisition Proposal not solicited in violation of this Agreement that the Board of Directors determines, in its good faith judgment, after consultation with outside legal counsel and its financial advisor, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Board of Directors deems relevant, and if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions (including after giving effect to proposals, if any, made by Parent pursuant to Section 6.1(b)(i)); provided that for purposes of the definition of “Superior Offer,” the references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “50%.”

  • Tender Offer (a) As promptly as reasonably practicable after the date hereof, but in no event later than five business days after the public announcement of the execution of this Agreement, Purchaser or Merger Sub will commence the Offer for all of the outstanding Shares at a price of not less than $25.50 per Share in cash, net to the seller, subject to the conditions set forth in Exhibit A, and, subject only to the terms and conditions of the Offer, will pay, as promptly as reasonably practicable after expiration of the Offer, for all Shares duly tendered and not withdrawn. Purchaser expressly reserves the right to waive any such condition other than the Minimum Condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that no change may be made to the Minimum -------- ------- Condition, and no change may be made which decreases the price per Share payable in the Offer, which reduces the maximum number of Shares to be purchased in the Offer, which imposes conditions to the Offer other than those set forth in Exhibit A hereto or which extends the Offer (except as set forth in the following sentence). Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date (the initial scheduled expiration date being 20 business days following the commencement of the Offer) if, at the scheduled expiration date of the Offer, any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall not be satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation or interpretation of the SEC or the staff thereof applicable to the Offer, or (iii) extend the Offer for an aggregate period of not more than 10 business days beyond the latest applicable date that would otherwise be permitted under clause (i) or (ii) of this sentence, if as of such date, all of the conditions to Purchaser's obligations to accept for payment, and to pay for, the Shares are satisfied or waived, but (x) the number of Shares validly tendered and not withdrawn pursuant to the Offer is less than 90 percent and (y) Purchaser reasonably believes that such extension would cause the number of validly tendered and not withdrawn shares to exceed 90 percent of the outstanding Shares.

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