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. 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. 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. 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. If the Offeror receives from any Person (a "Bona --------------- Fide Offeror") a bona fide offer in writing (the "Bona Fide Offer") to purchase all of the Offeror's Shares, then the Offeror shall give to the Corporation and the Remaining Shareholders a notice (the "Bona Fide Offer Notice") to which shall be annexed a copy of the Bona Fide Offer containing the material terms and conditions of the Bona Fide Offer.
Bona Fide Offer. If, at any time prior to the Cut-Off Date, a Seller proposes to voluntarily Transfer Shares to one or more persons or entities, other than in an Excluded Transfer, pursuant to a bona fide firm offer from such persons or entities (a “Solicited Proposed Transfer”), then such Seller shall give each Purchaser written notice (the “Solicited Proposed Transfer Notice”) of such Seller’s intention to make the Solicited Proposed Transfer, which Solicited Proposed Transfer Notice shall include (A) the number of Shares proposed to be Transferred by such Seller in connection with such Solicited Proposed Transfer (the “Solicited Offered Shares”), (B) the identity of the prospective transferee(s) in connection with such Solicited Proposed Transfer and (C) the consideration and the material terms and conditions upon which the Solicited Proposed Transfer is to be made. The Solicited Proposed Transfer Notice shall certify that such Seller has received a bona fide firm offer from the prospective transferee(s) and in good faith believes a binding agreement for the Solicited Proposed Transfer is obtainable on the terms set forth in the Solicited Proposed Transfer Notice. The Solicited Proposed Transfer Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement relating to the Solicited Proposed Transfer. Each Purchaser shall thereafter have an option for a period of thirty (30) days from receipt of the Solicited Proposed Transfer Notice (such thirty-day period being the “Solicited Offer Exercise Period”) to elect to purchase one-third of the Solicited Offered Shares (it being acknowledged that each Purchaser shall have the option to purchase one-third of the Solicited Offered Shares, meaning that Purchasers shall collectively have the option to purchase all of the Solicited Offered Shares), subject to the same material terms and conditions as described in the Solicited Proposed Transfer Notice, except that the per share purchase price payable by Purchasers for each Solicited Offered Share shall be equal to the greater of: (1) the per share purchase price contained in the Solicited Proposed Transfer Notice; and (2) the Purchase Price. A Purchaser may exercise such purchase option and, thereby, purchase one-third of the Solicited Offered Shares, by notifying such Seller in writing before expiration of the Solicited Offer Exercise Period as to such Purchaser’s exercise of such purchase option. If a Purchaser gives such Seller notic...
