DEEMED OFFERS Sample Clauses
The 'Deemed Offers' clause establishes that certain actions, communications, or circumstances will be treated as if a formal offer has been made, even if no explicit offer was presented. For example, if a party performs a specific act or responds in a particular way, the contract may interpret this as an offer to enter into an agreement or to accept certain terms. This clause ensures that contractual obligations can arise from conduct or implied intentions, not just from written or spoken proposals, thereby preventing parties from avoiding responsibility due to technicalities in how offers are made.
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DEEMED OFFERS. 22.1 A Shareholder (the Offering Shareholder) shall be deemed to have offered its Equity for sale to the remaining Shareholders (Deemed Offer) upon the happening of the following events:
22.1.1 there is a Change of Control of such Black Shareholder in contravention of this Agreement, the PPP Agreement or the Finance Documents;
22.1.2 a Black Shareholder Disposes its Black Equity in contravention of clause 9.6;
DEEMED OFFERS. (a) Upon the occurrence of any of the following events (each, a “Triggering Event”), the Holder to whom the event relates or its, his or her heirs, executor, administrator, guardian or other legal representative, successors or assigns (the “Affected Holder”), shall be deemed to have made an offer to Transfer such Affected Holder’s Units on the date that the Triggering Event occurred to the Members and then to the Company in accordance with Sections 13.1(b) and 13.1(c):
(i) the commencement of a Bankruptcy Event by or against a Holder;
(ii) the attachment of, execution against, levy upon or other seizure of a Holder’s Units (other than an attachment that is solely for jurisdictional purposes) unless (and for only so long as) counsel for the Company determines that the Affected Holder is in good faith contesting such attachment, execution, levy or other seizure; and
(iii) the Transfer or attempted Transfer of Units in violation of this Agreement. Within ten (10) days after the occurrence of any of the above Triggering Events, the Affected Holder shall provide a written notice setting forth the details of such event (the “Triggering Event Communication”) to the Board and the Members (other than the Affected Holder). Failure of the Affected Holder to provide such notice shall in no way prevent or relieve any of the Holders from exercising their rights or satisfying their obligations under this Agreement. Upon its learning of the occurrence of any of the above Triggering Events in advance of such Triggering Event Communication from the Affected Holder, the Board shall promptly notify the Affected Holder and the Members (other than the Affected Holder) through a Triggering Event Communication dated as of the date of the Triggering Event.