Notice of Offer. Each Treasury Offer shall be made by written notice to the Treasury Offerees specifying:
Notice of Offer. Subject to Sections 2.2(c) and 2.2(d), if at any time that the JWC Holders are entitled to, and determine to, exercise their rights under Section 2.4 hereof and a JWC Holder (the "ROFO OFFERING HOLDER") (A) proposes to sell any or all of its Subject Securities, other than unexercised stock options (such Subject Securities, the "ROFO TRANSFER SECURITIES") to a Third Party (other than a Permitted Transferee(s)) or (B) receives a bona fide offer to purchase any or all of such ROFO Transfer Securities, from any Third Party, other than from a Permitted Transferee (such Third Party, the "ROFO OFFEROR"), and such ROFO Offering Holder wishes to accept such offer (the "ROFO TRANSFER OFFER"), and if such sale would otherwise be permitted under this Agreement, then the ROFO Offering Holder shall give notice (a "ROFO TRANSFER NOTICE"), and shall in the case of clause (B) cause the ROFO Transfer Offer to be reduced to writing and provide it along with the ROFO Transfer Notice, to the Company and each of the Institutional Holders. The ROFO Transfer Notice shall, in the case of clause (A) identify in reasonable detail all material terms, including, but not limited to, the minimum price at which the Subject Securities will be sold and in the case of clause (B), be accompanied by a true and correct copy of the ROFO Transfer Offer (which shall identify in reasonable detail all material terms, including, but not limited to, the ROFO Offeror, the ROFO Transfer Securities, the price contained in the ROFO Transfer Offer and all of the other material terms and conditions of the ROFO Transfer Offer). The ROFO Transfer Notice shall constitute an irrevocable offer to sell any or all of the ROFO Transfer Securities to the Institutional Holders within fifteen (15) Business Days of receipt by the Institutional Holders of the ROFO Transfer Notice (the "ROFO OFFER PERIOD"). During the ROFO Offer Period, the Institutional Holders will have the right and option to purchase all of the ROFO Transfer Securities at a price equal to the price contained in the ROFO Transfer Notice and upon the same terms as contained in the ROFO Transfer Notice (pro rata in accordance with the respective Common Stock Equivalents at the time held by the Institutional Holders so exercising their rights under this Section 2.2(b)); provided that if any Institutional Holder fails to purchase all or a portion of the shares of ROFO Transfer Securities which such Institutional Holder may purchase pursuant to this Secti...
Notice of Offer. If any holder of Shares (the “Proposed ROFR Seller”) intends to sell all or any part of the Shares it owns pursuant to a bona fide offer to buy from a Person (the “Proposed ROFR Purchaser”), the Proposed ROFR Seller shall submit a written notice (the “ROFR Notice”) to the Company and the Investors stating the name of the Proposed ROFR Purchaser, the number of Shares proposed to be sold (the “Offered Shares”), the material terms and conditions, including price, of the proposed sale. The Company shall have fifteen (15) Business Days from the date of the Proposed ROFR Seller issues the ROFR Notice, which shall be irrevocable for such time, to provide a written offer to the Proposed ROFR Seller to purchase all or any portion of the Offered Shares on terms, including price, no less favorable to the Proposed ROFR Seller than those reflected in the ROFR Notice.
Notice of Offer. The Offeror shall send a written offer (hereinafter: “Notice of Offer”) to the other Shareholders (hereinafter the “Offerees”), which shall include the following details: the identity of the proposed transferee (the “Buyer”), the number of shares for sale or transfer (hereinafter the “Offered Shares”), the price of the Offered Shares which shall be paid by the Buyer, the terms of payment and credit, and any other material term related to the sale or transfer.
Notice of Offer. A holder of a Fixed Transmission Right wishing to offer the Fixed Transmission Right for sale shall notify the Office of the Interconnection of any Fixed Transmission Rights to be offered. Each Fixed Transmission Right sold in an auction shall, at the end of the period for which the Fixed Transmission Rights were auctioned, revert to the offering holder or the entity to which the offering holder has transferred such Fixed Transmission Right, subject to the term of the Fixed Transmission Right itself and to the right of such holder or transferee to offer the Fixed Transmission Right in the next or any subsequent auction during the term of the Fixed Transmission Right.
Notice of Offer. Each Offer shall be made by written notice (the “Sale Notice”) to the Companies and the Other Offerees specifying:
Notice of Offer. Subject to the terms and conditions specified in Section 9.01 and Section 9.02, if any Member holding Class B Profits Units (the “Class B Offering Member”) receives a bona fide offer that the Class B Offering Member desires to accept to Transfer all or any portion of the Class B Profits Units it owns (the “Offered Class B Units”), the Class B Offering Member shall, within ten (10) days of receipt of the Transfer offer, give written notice (the “Class B Offering Member Notice”) to the Company and the other Members holding Class B Profits Units stating that it has received a bona fide offer for a Transfer of its Class B Profits Units (as applicable) (or applicable Unit Equivalents) and specifying:
Notice of Offer. If at any time or times an Owner Offeror receives a Third Party Offer, which Third Party Offer the Owner Offeror desire to accept, such Owner Offeror promptly shall give written notice to all Owner Offerees setting out in reasonable detail the terms of the Third Party Offer (the “Notice of Offer”). The delivery of such Notice of Offer to the Owner Offerees shall constitute an offer (herein called “Owner’s Offer”) by Owner Offeror to Owner Offerees to effect a Transfer in favor of Owner Offerees of the same type and on the same terms as contemplated in the Third Party Offer described in such Notice of Offer. Any Notice of Offer shall include (i) the bona fide cash price or other consideration (and the cash value thereof) for the Sale; (ii) the name of the prospective purchaser; (iii) the interest to be sold; and (iv) the other material terms upon which such Sale is to be made, including the date of the anticipated closing, any proposed post-closing adjustments to such consideration, the time and method of payment or delivery of such consideration, any material conditions, restrictions, or limitations on the receipt of such consideration, and any additional material obligations or liabilities associated with the exchange of consideration, or otherwise made part of the proposed Sale. Each Notice of Offer shall be accompanied by true and complete copies of any term sheets, letters of intent, proposed agreement of assignment or purchase agreement, in each case then existing and relating to such Third Party Offer. If the consideration for any such Sale is other than cash, or if there is an exchange of like kind property, and Owner Offerees disagree with the value of the interest sold or exchanged, Owner Offeror and Owners Offeree, at each party’s own expense, shall each select one independent appraiser and each party shall provide its respective appraiser with a proposal setting forth its determination of the value of the interest sold or exchanged together with such information or evidence as such party shall deem relevant. The two selected appraisers shall have fifteen (15) days to determine whether the Owner Offeror’s or the Owners Offeree’s proposed valuation should be utilized. In the event that the two appraiser are unable to agree on either the Owner Offeror’s or the Owners Offeree’s proposal within such fifteen (15) day period, then such appraisers shall select a third appraiser within five (5) days after the expiration of such fifteen (15) day period. T...
Notice of Offer. If any Employee Shareholder (the "Selling Employee Shareholder") receives a bona fide written offer (the "Offer") from any Person (the "Prospective Purchaser") to purchase any or all of the Selling Employee Shareholder's Shares (the Shares subject to the Offer hereinafter referred to as the "Offered Shares"), then such Selling Employee Shareholder shall first offer such Shares at the proposed purchase price set forth in the Offer (the "Offer Price") and give notice of the Offer (the "Notice of Offer") to the Company and to Metretek Florida. The Notice of Offer shall include the number of Offered Shares, the Offer Price, the identity of the Prospective Purchaser and the terms of the proposed Transfer in reasonable detail, including the name and address of the Prospective Purchaser (including its name and address), and the other material terms of the Offer. The Notice of Offer shall also contain an irrevocable offer by the Selling Employee Shareholder to sell the Offered Shares to the Company upon the terms and conditions of the Rights of Refusal set forth in this Agreement.
Notice of Offer. In the event a Beneficiary, directly or indirectly, at any time, wishes or has the intention to Transfer any of its Beneficiary Rights to a third party other than an Affiliate, such Beneficiary must deliver written notice of such intention to the other Beneficiary and to the Trustee, with a copy to the Company (the “Notice of Offer”), indicating (1) the percentage of Beneficiary Rights owned by the Beneficiary that are subject to such Transfer (the “Offered Beneficiary Rights”), (2) the purchase price (the “Minimum Price”) for such Offered Beneficiary Rights, (3) all other material terms and conditions of the proposed Transfer, including payment terms and the identity of the potential third party purchaser (the “Third Party Purchaser”) with sufficient detail and (4) the terms and conditions contained in the Notice of Offer shall be maintained for a transfer to the other Beneficiary in the event of a Notice of Exercise (as described below).
