Matching Offer Sample Clauses

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. (A) For the purpose of this clause 16.3, "Matching Period" shall mean the period:
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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. 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 If, for whatever reason, an employee on probation is unable to perform his/her assigned duties because of absence from work for any period of time, his/her probation period, merit increase, and anniversary date shall be extended for the same length of the absence (also see Section 6.

  • 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.

  • Matching Contributions The Employer will make matching contributions in accordance with the formula(s) elected in Part II of this Adoption Agreement Section 3.01.

  • Eligibility for Employer Contribution This section describes eligibility for an Employer Contribution toward the cost of coverage.

  • Vacation Eligibility Subject to the provisions of Sections 3., 4., 8., and 9. hereof, vacations with pay shall be granted during the vacation year to each employee, except upon dismissal for misconduct, who shall have completed a period of six (6)-months’ employment since date of engagement or reengagement, whichever is later, and who has performed work for the Company within the vacation year, as follows: a. One (1) week’s vacation to any such employee who has completed six (6) months or more but less than twelve

  • Elective Deferrals (a) The Committee may establish procedures pursuant to which Employee may elect to defer, until a time or times later than the vesting of a Performance Share Unit, receipt of all or a portion of the shares of Common Stock deliverable in respect of a Performance Share Unit, all on such terms and conditions as the Committee (or its designee) shall determine in its sole discretion. If any such deferrals are permitted for Employee, then notwithstanding any provision of this Agreement or the Plan to the contrary, an Employee who elects such deferral shall not have any rights as a stockholder with respect to any such deferred shares of Common Stock unless and until the date the deferral expires and certificates representing such shares are required to be delivered to Employee. The foregoing notwithstanding, no deferrals of Dividend Equivalents related to any Performance Share Units under this Award will be permitted. Moreover, the Committee further retains the authority and discretion to modify and/or terminate existing deferral elections, procedures and distribution options. (b) Notwithstanding any provision to the contrary in this Agreement, if deferral of Performance Share Units is permitted, each provision of this Agreement shall be interpreted to permit the deferral of compensation only as allowed in compliance with the requirements of Section 409A of the Internal Revenue Code and any provision that would conflict with such requirements shall not be valid or enforceable. Employee acknowledges, without limitation, and consents that application of Section 409A of the Internal Revenue Code to this Agreement may require additional delay of payments otherwise payable under this Agreement. Employee and the Company further hereby agree to execute such further instruments and take such further action as reasonably may be necessary to comply with Section 409A of the Internal Revenue Code.

  • Vacation Leave Accrual Rate Schedule Full Years of Service Hours Per Year

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