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.
Sample 1Sample 2
The Offering Notice shall outline the price ("Asking Price") TTBA 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 TTBA that it is interested in purchasing the Premises or obtaining an assignment of its interest for substantially the same price and terms, then TTBA and BOP shall in good faith attempt to negotiate and agree upon a contract (a "Sale Contract") for purchase of the Premises, it being understood, however that TTBA shall have no obligation to sell to BOP for a price less than the Asking Price or upon terms other than those acceptable to TTBA. If TTBA and BOP cannot agree within thirty (30) days after BOP's notice of interest to TTBA, then TTBA shall be free to offer the Premises for sale to a third party for substantially the same price and terms as specified in the Offering Notice, and TTBA 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 TTBA's previous notice to BOP.
Sample 1
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
Sample 1

Examples of The Offering Notice in a sentence

  • 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).

  • 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 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 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.

  • The Offering Notice shall also include copies of any investor presentation, prospectus or offering memorandum or similar disclosure document, subscription agreement and other materials delivered by or proposed to be delivered by the Company (or by any agent or investment dealer acting on behalf of the Company) to potential subscribers under the Offering.

  • The Offering Notice shall specify the nature of the sale and the consideration and other terms upon which it intends to undertake such sale and shall specify that the failure of the Unit Recipients to respond within such thirty (30) day period shall be deemed the election by the Unit Recipients not to purchase the Real Property.

  • The Offering Notice shall specify the Offered Interest to be transferred, the consideration (which consideration shall consist only of cash) to be received therefor, the identity of the proposed purchaser, and the exact terms upon which the Selling Member intends to so transfer.

  • The Offering Notice shall constitute an offer to sell the Offered Shares in whole or in part to the Company.

  • 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 be deemed to be an offer by the Employee to sell the Offered Shares, and for a period of 30 calendar days thereafter the Company shall have a right of first refusal to purchase the Offered Shares at the price and upon the other terms stated in the Offering Notice.


More Definitions of The Offering Notice

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).
Sample 1
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.
Sample 1

Related to The Offering Notice

  • Offering Notice has the meaning set forth in Section 3.1(a).

  • Shelf Offering Notice has the meaning set forth in Section 2(d)(ii).

  • 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.

  • 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 has the meaning set forth in Section 3.04.

  • 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).

  • CAFA Notice refers to the notice requirements imposed by 28 U.S.C. § 1715(b).

  • 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).

  • Co-Sale Notice has the meaning set forth in Section 4.3.