Bona Fide Offer. A "Bona Fide Offer" shall mean an offer in writing to a Shareholder, offering to purchase all or any part of the Shares owned by such Shareholder or any interest of the Shareholder therein and setting forth all the relevant terms and conditions of the proposed purchase, from an offeror who is
Bona Fide Offer. Subject to Section 29.6(a)(ii), an out-of-contract Player who receives a bona fide offer from his current Team may still participate in Free Agency.
Bona Fide Offer. At any time [*] anniversary of the Effective Date, if Dyadic receives a written offer from a Third Party (the “Offering Party”) for an exclusive license with respect to the Licensed IP and/or the Dyadic Materials for any particular Category or Categories, other than Category A and/or Category F, (the “Subject Category or Categories”) on financial terms that are more favorable, when taken as a whole, than those set forth herein with respect to such Subject Category or Categories (a “Bona Fide Offer”), then Dyadic shall provide written notice thereof to Codexis. Codexis shall have the right, but not the obligation, to pay to Dyadic the First Commercial Sale milestone payment set forth in Section 3.3(a) with respect to such Subject Category or Categories and, if Codexis makes such payment within [*] days after the date of delivery to Codexis by Dyadic of such notice, then (a) Dyadic will have no right to terminate the rights and licenses granted by Dyadic to Codexis with respect to such Subject Category or Categories hereunder pursuant to this Section 2.2, (b) Dyadic shall have no further rights to present any additional Bona Fide Offers to Codexis pursuant to this Section 2.2 with respect to such Subject Category or Categories for which Codexis has made such payment, and (c) Codexis shall have no further payment obligations to Dyadic under Section 3.3(a) with respect to such Subject Category or Categories. If Codexis does not make such payment within such [*] day period, Dyadic shall have the right, for a period of [*] days after the expiration of such [*] day period, which may be extended by [*] days upon written notice by Dyadic to Codexis, (the “Negotiation Period”) to enter into an exclusive license agreement with respect to such Subject Category or Categories on financial terms at least as favorable to Dyadic as those set forth in the Bona Fide Offer. In the event that Dyadic enters into such an agreement during the Negotiation Period, Dyadic shall promptly provide written notice thereof to Codexis and the licenses granted to Codexis hereunder with respect to such Subject Category or Categories, but only with respect to such Subject Category or Categories, shall terminate for all purposes of this Agreement as of the date of Codexis receipt of such written notice. In the event that Dyadic does not provide such written notice to Codexis within [*] business days after the expiration of the Negotiation Period that Dyadic has entered into such an agreement, ...
Bona Fide Offer. (a) If any Stockholder shall receive a Bona Fide Offer to purchase any of his, her or its Shares, which Bona Fide Offer is acceptable to such Stockholder (herein "the Seller"), then in such event the Seller shall promptly give written notice to the other Stockholders and to the Corporation of the Seller's intention to sell the subject Shares, which notice shall include a photocopy of such Bona Fide Offer, a copy of the check representing the earnest money deposit of the purchase price, and an offer bx xxx Xeller to sell the subject Shares to the other Stockholders or the Corporation in accordance with the terms hereof.
(b) The offer of the Seller required by subparagraph 4(a) above shall run to the Stockholders in the following order:
(1) Persons constituting members of the same family unit of which the Seller is a member (i.e., the Bruce Taylor Family Unit, the Cindy Taylor Bleil Fxxxxx Xxxx, the Jeffrey Taylor Xxxxxx Xxxx xx xxe Sidney Taylor Faxxxx Xxxx, xx xxx case may be) shaxx xxxx xxx xxclusive option, for a period of thirty (30) days after delivery of the Seller's notice, to elect to purchase the Shares which the Seller proposes to sell at the same price and on the same terms as contained in the Bona Fide Offer, except for those terms pertaining to closing which shall be governed by subparagraph 4(c) hereof. In the event the option is exercised in a manner so as to oversubscribe the Shares which Seller proposes to sell, and the members of the family unit are unable to agree unanimously with respect to the allocation thereof, then the number of Shares which shall be purchased by each prospective purchaser in the family unit shall be determined as follows:
(i) First, to the members who have elected to purchase a number of Shares equal to or less than their ratable portion of the Shares;
(ii) Then, to the members who have elected to purchase more than their ratable portion of the Shares in accordance with the relative number of Shares each of such purchasers then owns.
(2) In the event the members of the Seller's family unit do not exercise their options within said 30-day period as to all of the Shares proposed to be sold, the persons constituting members of the other family units (e.g., if Seller is a member of the Bruce Taylor Family Unit, the "other family units" xxx xxxxxxxs of this paragraph would be the Cindy Taylor Bleil Family Unit, the Jeffrey Taylor Family Unit xxx xhe Sidney Taylor Fxxxxx Xxxx) xxall have the exclusive xxxxxx, xxx a period...
Bona Fide Offer. In the event a Shareholder (the “Selling Shareholder”) desires to sell (a “Sale”) all (but not less than all) of its shares for valuable consideration, the Selling Shareholder shall first obtain a bona fide offer for the purchase of its shares (the “Offered Shares”). A “bona fide offer” for purposes of this Agreement shall mean a good-faith offer, in writing, from a third party, not an Affiliate of the Selling Shareholder (the “Proposed Purchaser”), for cash or for terms, with the intent to purchase and sell, and without fraud or collusion, and without any contingencies to consummation of the transaction. Prior to any such Sale, the Selling Shareholder shall give written notice (the “First Refusal Notice”) of the proposed Sale to the Company and to the other Shareholders (such other Shareholders referred to as the “Non-Selling Shareholders”). A copy of the bona fide offer, and all other documents in connection with the proposed Sale, shall be attached to the First Refusal Notice. The First Refusal Notice shall constitute an offer by the Selling Shareholder to sell all of the Offered Shares to the Company and the Non-Selling Shareholders on the terms and conditions contained therein. Specifically, the First Refusal Notice shall set forth all the material terms of the proposed Sale, including without limitation, (i) the name and address of the Proposed Purchaser; (ii) the total consideration to be paid; and (iii) the method and terms of payment. The First Refusal Notice also shall provide that the Company and the Non-Selling Shareholders shall have the right to purchase all, but not less than all, of the Offered Shares in accordance with the terms and conditions of this Agreement.
Bona Fide Offer. If Company receives an offer from another supplier to provide products substantially similar to the Products on terms and conditions, including without limitation pricing, more favorable to Company than those in this Agreement, Company will provide Supplier with written notice of such offer (a “Notice of Offer”). Supplier will have 30 days following the date of the Notice of Offer to notify Company that it agrees to meet or improve upon such offer. If Supplier fails to notify Company in writing that it will meet or improve upon such offer within such 30 day period, or if it notifies Company in writing within such period that it will not meet such offer, Company may terminate this Agreement upon written notice to the Supplier. If within such 30 day period, Supplier notifies Company in writing that it agrees to meet or improve upon such offer, Supplier’s offer or improvement will be deemed an amendment to this Agreement with respect to the Products on the terms and conditions set forth in such offer or improvement.
Bona Fide Offer. In the event the Selling Stockholder negotiates a Bona Fide Offer, he shall give to the Company a written notice (the "Stockholder Sale Notice") setting forth as to each Person to whom the sale is proposed to be made: (a) the name and address of that Person and, if that Person is a corporation or other entity, the principal owners thereof; (b) the number of Offered Shares proposed to be sold to that Person; (c) the manner in which the sale is proposed to be made; and (d) the price at which or other consideration for which and the material terms upon which, the sale is proposed to be made.
Bona Fide Offer. If the Company has not elected to exercise the Purchase Option as to all of the Offered Shares in connection with a Bona Fide Offer, then the Company shall give to all of the Stockholders (including the Selling Stockholder) a written notice (the "Company Notice") informing the Stockholders of its decision not to exercise the Purchase Option attaching a copy of the Stockholder Sale Notice delivered in connection with such Bona Fide Offer.
Bona Fide Offer. A “bona fide offer”, as that phrase is used herein, means an offer to purchase an interest in Company made by a third party to a Member, or by a Member to another Member, under circumstances in which the Selling Member and the offeror are negotiating at arms length and under circumstances where they could reasonably achieve a fair market price for the interest. The Selling Member shall have the right to designate in the Notice whether the offer is bona fide or not. If the Selling Member fails to designate the offer as being “bona fide”, then the offer shall be deemed to be bona fide. If the offer is not bona fide, then it is deemed to be an Involuntary Transfer under Section 7.4 of this Agreement. If the offer is not bona fide, then the Selling Member may only complete the transfer to the third party offeror under terms and conditions which are essentially identical to Section 7.4 of this Agreement.
Bona Fide Offer. A certain and unam- biguous offer to purchase an eligible low income housing project pursuant to subpart B of this part made in good faith by a qualified purchaser with the
