Matching Offer Sample Clauses

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Matching Offer. In the event that any Third Party Purchaser eventually offers to purchase the Offered Shares, during the Transaction Period, at a price per share which is less than 108% of the price per Share specified in the Offer Notice (the “Offer”), then SCG (and/or any one or more of its Affiliates) shall have the right to match such Offer and Scailex shall be obligated to first reoffer the Offered Shares to SCG under the terms and conditions of the Offer (and in the framework of such reoffering Scailex will present SCG with a written binding offer from such Third Party Purchaser (the “Third Party Offer”)), provided that SCG must notify Scailex in writing, within three (3) Business Days from the date Scailex has reoffered the Offered Shares to SCG (and presented SCG with the Third Party Offer), whether it wishes to purchase, directly and/or indirectly through any one or more of its Affiliates, all (but not less than all) of the Offered Shares under the terms and conditions of the Offer (the “Matching Election Period” and the “Matching Election Notice”, respectively). In the event SCG has delivered a Matching Election Notice within the Matching Election Period, the transaction between SCG (and/or any one or more of its Affiliates) and Scailex will be closed and consummated, and all of the Offered Shares shall be sold to SCG (and/or any one or more of its Affiliates) under the terms and conditions of the Offer: (i) within thirty (30) days following the lapse of the Matching Election Period; or (ii) to the extent a special tender offer shall be required to be made by SCG pursuant to Applicable Law in connection with the acquisition of the Offered Shares, then within 30 days following the completion of the tender offer, which shall be made by SCG within 30 days following the lapse of the Matching Election Period and the acceptance period under such special tender offer shall be no longer than thirty (30) days. To the extent that SCG has not delivered a Matching Election Notice within the Matching Election Period or has notified Scailex in writing that it does not wish to purchase the Offered Shares under the terms and conditions of the Offer, Scailex may, within one hundred twenty (120) days following the lapse of the Matching Election Period (the “Matching Transaction Period”), Transfer the Offered Shares to any Third Party Purchaser under terms which are not better to the Third Party Purchaser than the terms and conditions set forth in the Third Party Offer. In the eve...
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Matching Offer. Should Saifun grant a license for a product with specifications similar to the specifications of a Licensed Product, to a semiconductor manufacturer for royalties lower than those paid by Macronix for any substantially similar Licensed Product, Saifun shall inform Macronix immediately and Macronix will be entitled to match the reduced price so that the future royalties paid by Macronix are no more than the royalties paid by any such third party licensee for the relevant similar products. This provision will not apply to a license to a Subsidiary or an affiliated company of Saifun and will not apply to royalties by Advanced Micro Devices Inc, and Fujitsu Limited or to royalties paid by 3rd party licensee with whom Saifun signed a contract prior to the Effective Date.
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Matching Offer. (A) For the purpose of this clause 16.3, "Matching Period" shall mean the period:
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Matching Offer. If a third party has offered in writing to sell Saifun wafers in an arms length transaction and for a reasonable commercial price which is lower than the Wafer Base Price, Saifun may advise Macronix in writing of the business opportunity and ---------------------- *** Omitted pursuant to a confidential treatment request. The confidential information has been filed separately with the SEC. allow Macronix to match such offer. Should Macronix fail to exercise its right to sell at a price of ***% or less of the offer made by a third party, or does not send a written confirmation to Saifun of its intention to do so, within 30 days from the date it received Saifun's notice, Saifun will be free to purchase its wafers from the third party at the notified price, and the provisions of Section 9.4 and other sections in this Agreement regarding Substitute Foundry will apply to such foundry provided that the price of products provided to Saifun shall not exceed the notified price and such price must be higher than ***% of the Industry Wafer Price.
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Related to Matching Offer

  • Matching Funds The Recipient shall, at a minimum, contribute not less than twenty-five percent (25%) of the total Cost of Project as set forth in Appendix D of this Agreement. The Matching Funds shall be for the sole and express purpose of paying or reimbursing the costs certified to the OPWC under this Agreement. In the event that the total actual Project costs exceed the estimated Cost of Project identified in Appendix D, the OPWC shall not be required to increase the maximum amount of the grant provided herein and the Recipient shall increase its Matching Funds to meet such actual Cost of Project.

  • Employer Contribution (a) An Employer contribution for health and dental benefits will only be made for each active employee who has at least eighty (80) paid regular hours in a month and who is eligible for medical insurance coverage, unless otherwise required by law. (b) It is understood that the administrative intent of this Article is that the Employer contribution is made for individuals who are participants in the medical insurance coverages. Participation will mean that eligible less-than-full-time employees who drop out of coverage will be considered to participate. Additionally, employees who elect to opt out of coverage for a cash incentive will be considered to participate.

  • Salary Advancement H. The City Manager may approve the appointment of an employee who is to be laid off to an existing vacancy in a lower class for which the employee is qualified without requiring an examination, provided the concerned department head so recommends. I. The names of regular employees who have been laid off or bumped down due to reduction in force shall be placed on an appropriate layoff reemployment list according to date separated or bumped down and shall be eligible for reemployment. The last employee laid off or bumped down shall be the first employee on the list, with other employees listed in sequential order thereafter. Each employee on the layoff reemployment list shall remain on that list for 1 year, at which time the list expires unless extended by the City Manager. Names of employees not responding to written notification of an opening within 10 working days shall be removed from the reemployment list. The City Manager can extend the active period of the reemployment list or individual employee's eligibility on such list for a 6-month period as determined to be in the best interests of the City. J. Notice of recall from layoff shall be by return-receipt-requested mail and shall specify the date for reporting to work, which shall not be more than 21 calendar days from the date the notice is received. Notice shall be deemed to have been received when sent to the last known address on file with the City and attempted delivery or delivery is certified by the Postal Service. Upon receiving notice, the person on layoff shall have 5 calendar days to accept or decline the recall opportunity. An employee who fails to respond within the 5 calendar days, refuses recall, or fails to report on the prescribed date within the 21-calendar-day maximum thereby waives all further right to recall and reinstatement as an employee. Where recall is declined, the City will proceed to the next name on the reemployment list and follow the same notice and response procedure. This process will continue through the list until recall needs are met on the list or the list is exhausted. K. A person appointed from a reemployment list must serve a new probationary period if recall from such list occurs more than 90 calendar days after the effective date of layoff. The new probationary period in such circumstances shall be 6 months. L. Reemployed employees shall receive the following: 1. Retention of full-time service seniority accrued at the date of layoff. 2. The salary for the classification in effect as of the date of return, at the same step as the date of layoff. 3. The accrual rate of vacation and sick leave in effect for the employee's seniority level and class at the time of rehire. 4. All the benefits or programs in effect at the time of layoff shall be forfeited unless they are still applied to the classification or salary range at the time of rehire or provided to new hires as of that date. M. An employee who elects to resign in lieu of layoff, or while laid off, shall forfeit all rights to reemployment and is entitled only to those rights related to severance from City employment.

  • Salary Reduction A reduction in pay from one step to another, which is not below the minimum rate established for the position by the salary plan. A copy of the notice of reduction shall be sent promptly to the City Manager Department for inclusion in the employee's official personnel file.

  • Maintaining Eligibility for Employer Contribution The employer's contribution continues as long as the employee remains on the payroll in an insurance eligible position. Employees who complete their regular school year assignment shall receive coverage through August 31.