Existing Offer definition

Existing Offer has the meaning set forth in the Recitals.
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Existing Offer shall have the meaning set forth in the preamble to this Agreement.
Sample 1

Examples of Existing Offer in a sentence

  • In all respects not modified herein, your Existing Offer Letter is hereby ratified and confirmed.

  • Parent, Purchaser and Merger Subsidiary have agreed to amend the Existing Offer to reflect such agreement (the Existing Offer as so amended and as it may be amended from time to time in accordance with this Agreement, the “Offer”).

  • While the Existing Offer Letter with be amended and restated as set forth above, the remainder of your Existing Offer Letter shall otherwise remain unchanged and in full force and effect.

  • Effective upon your agreement with the terms of this letter, the paragraph in the Existing Offer Letter beginning with “For purposes of this letter, a ‘Change in Control’ shall mean .

  • Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no business other than in connection with the transactions contemplated by this Agreement (including matters ancillary to the Existing Offer prior to the date of this Agreement).

  • This Agreement together with the Restrictive Covenants Agreement, sets forth the entire understanding between you and the Company and supersedes any and all prior agreements and understandings with respect to the subject matter hereof, including, without limitation, your Existing Offer Letter.

  • Parent has agreed to cause Merger Subsidiary to amend the Existing Offer to reflect such agreement (the Existing Offer as so amended and as it may be amended from time to time in accordance with this Agreement, the “Offer”).

  • Please acknowledge your acceptance of the foregoing amendment to your Existing Offer Letter by signing below and returning this letter to me no later than December 22, 2008, at which time this letter will be a binding agreement between you and the Company.

  • The Existing Offer Letters shall henceforth be read and construed in conjunction with this third supplemental offer letter and shall be deemed to be amended and supplemented hereby, but only to such extent as may be necessary to give full force and effect to the provisions hereof.

  • Unless otherwise defined herein, all the words capitalized in this third supplemental offer letter shall have the meanings ascribed to such terms in the Existing Offer Letters.

Related to Existing Offer

  • Qualifying Offer shall have the meaning set forth in Section 11(a)(ii) hereof.

  • Competing Offer means a Tender Offer for Units which (i) is Commenced prior to the expiration of the Offer by a Person that is not an Affiliate (or in the case of Waltxx Xxxeet, as to its Associates only) of any Partner and (ii) has a cash purchase price per Unit that is at least 2% (10% with respect to the first Competing Offer made following the Offer by the Partnership)

  • Proposed Amendments means any consequential or related amendments to certain terms of the Note Standard Conditions (as defined in the Note Programme Memorandum), the Series Specific Provisions (as defined in the Standard Interpretation Provision (being Clause 1 of the Standard Provisions Document)), as set out in the Note Issue Supplement in relation to the Series Portfolio Services Agreement and the Series Liquidity Facility Agreement, the Series Mortgage LIBOR Hedge Agreement, the Series Currency A2b Hedge Agreement, the Series Currency Bb Hedge Agreement, the Series Currency Cb Hedge Agreement and the Series Currency Db Hedge Agreement (each as defined in the Note Issue Supplement), to effect the transition from LIBOR to Compounded Daily SONIA as more fully described in the Amendment Deed; and 11. agree that capitalised terms in this document where not defined herein shall have the meanings given to them in the Consent Solicitation Memorandum (a copy of which is available for inspection as referred to in the Notice)." In Respect of the EUR 22,900,000 Class Db Notes due March 2039

  • Extension Offer has the meaning specified in Section 2.15(a).

  • Repurchase Offer has the meaning set forth in Section 3.04.

  • Letter of Offer means any letter, commitment, arrangement or agreement between us and you in relation to the facility. We may revise, add to, vary or replace the letter of offer from time to time.

  • Qualifying Offering means a private offering of *****’s equity securities (or securities convertible into or exercisable for *****’s equity securities) for cash (or in satisfaction of debt issued for cash) having its final closing on or after the date of this Agreement and which includes investment by one or more venture capital, professional angel, corporate or other similar institutional investors other than Stanford. For the avoidance of doubt, if ***** is a limited liability company, then “equity securities” means limited liability company interests in *****.

  • Bona Fide Offer means an actual or genuine offer which includes a specific wage or a training opportunity at a specified place when used to determine whether the parent has refused an offer of training or employment.

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

  • Superior Offer Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to purchase more than 50% of the outstanding shares of Company Common Stock on terms that the board of directors of the Company determines, in its reasonable judgment, based upon the written advice of its financial advisor, to be more favorable to the Company's shareholders than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely to be obtained by such third party on a timely basis.

  • Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).

  • Initial Offer means the initial offer of Participating Shares in a Fund as set out in the applicable Supplement;

  • Term SOFR Notice means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.

  • Standing Offer means the Contractor agrees to provide the Works from time to time if and when authorised by the Superintendent by the issue of an Order. The Contractor agrees that the Principal is not obliged to order a specific number of, or any, Works during the term of the Contract.

  • pre-emptive offer means an offer of equity securities open for acceptance for a period fixed by the Directors to holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

  • Removal Notice Date means, with respect to the Removed Accounts designated hereby, , (which shall be a date on or prior to the fifth Business Day prior to the Removal Date).

  • Loan Modification Offer has the meaning specified in Section 2.24(a).

  • First Offer has the meaning set forth in Section 3.9(e)(1) or Section 11.1(b)(i), as applicable.

  • Existing Notes means, collectively, the Existing Senior Guaranteed Notes and the Existing Senior Notes.

  • Removal Notice shall have the meaning specified in Section 2.07(b).