Notice of Third Party Offer Sample Clauses

Notice of Third Party Offer. If any Party (in this Section 6 also called the “Offeror”) receives any offer (“Third Party Offer”) from a third party (“Third Party”) to Transfer its Ownership Interest to such Third Party which it intends to accept, the Offeror will not accept the Third Party Offer unless and until the Offeror has first offered to Transfer its Ownership Interest to the other Party (in this Section 6 also called the “Offeree”) on the same terms and conditions as in the Third Party Offer and the same has not been accepted by the Offeree in accordance with subsection 6.8.
Sample 1
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Notice of Third Party Offer. If a Shareholder (the "Transferring shareholder") receives and wishes to accept a bona fide offer from a third party who is arm's length (the "Third Party Offer") to purchase all or any portion of the shares of the Company owned by such Shareholder (the "Offered Shares"), the Transferring Shareholder shall forthwith provide the other Shareholders (the "Recipient Shareholders") with a copy of the Third Party Offer and a written notice setting forth its intention to accept the Third Party Offer.
Sample 1
Notice of Third Party Offer. Within five (5) days of the end of the Option Periods, if there are any Remaining Shares available for sale to the Prospective Purchaser, the Selling Shareholder shall submit a written notice (the “Co-Sale Notice”) to the Significant Shareholders disclosing the number of Remaining Shares proposed to be sold and the total number of Shares owned by the Selling Shareholder (including those, if any, designated for sale to Company and the Significant Shareholders pursuant to Article III).
Sample 1
Notice of Third Party Offer. Any Shareholder desiring to effect a Transfer of Stock in the Corporation ("Offeror") shall send to the Corporation and to the other Shareholders a notice (the "Offer Notice") that includes a true copy of a bona fide written offer ("Offer") for the purchase of all or any portion of the Stock of the Offeror, together with reasonable information requested by the Corporation or the other Shareholders from which a judgment may be made as to the ability of the prospective purchaser to so purchase and as to the desirability of permitting the prospective purchaser to be a shareholder of the Corporation.
Sample 1
Notice of Third Party Offer. (1) If at any time on or before the fifth anniversary of the Closing Date, the Vendor receives a bona fide arm’s length offer (a “Third Party Offer”) from an offeror (an “Offeror”) to purchase fee simple title to any of the Retained Lands, which offer the Vendor is ready, willing and able to accept, then, and so often as the same occurs, the Vendor will promptly: (a) notify the Purchaser pursuant to a notice in writing (the “Purchase Notice”) that such Third Party Offer has been received by the Vendor, identifying the Retained Lands proposed to be purchased pursuant to the Third Party Offer (the “Subject Retained Lands”) and confirming that the Vendor desires to and is ready, willing and able to accept such Third Party Offer and listing in such Purchase Notice the liens, charges and encumbrances (which will not include financial encumbrances) subject to which the Subject Retained Lands are to be conveyed; and (a) deliver to the Purchaser a legible photocopy of such Third Party Offer and any document collateral or incidental thereto, certified by and an officer (without personal liability) on behalf of the Vendor to be true, correct and complete.
Sample 1
Notice of Third Party Offer. If during the Term, Offeror receives a Third Party Offer that Offeror is willing to accept, Offeror shall first offer the Property to Offeree. Offeror shall notify Offeree of the receipt of such Third Party Offer, including the terms and conditions of such offer (“Notice of Third Party Offer”).
Sample 1
Notice of Third Party Offer. If any Owner desires to transfer all or any portion of its Ownership Interest pursuant to a bona fide offer (which offer shall include all of the terms and conditions of the proposed transfer) from any Person (such Owner being referred to as the “Transferring Owner”; the whole of such Ownership Interest or any lesser portion thereof to be transferred, as the case may be, being referred to as the “Transferring Interest”; such offer being referred to as the “Third-Party Offer”; and such Person making the Third-Party Offer being referred to as the “Third-Party Offeror”), the Transferring Owner shall deliver written notice thereof, which shall include a copy of the Third-Party Offer (such written notice, including such copy of the Third-Party Offer, being referred to as the “Third-Party Offer Notice”), to each of the other Owners (“Non-Transferring Owners”), and for a period of 60 days following its receipt of the Third-Party Offer Notice (such sixty-day period being referred to as the “Third-Party Offer Period”), each of the Non-Transferring Owners shall have the right to acquire its Proportionate Share of the Transferring Interest on the terms and conditions set forth in the Third-Party Offer (such right being referred to as a “Right of First Refusal”), provided that the consideration to be paid by a Non-Transferring Owner that elects to exercise its Right of First Refusal (such Non-Transferring Owner being referred to as a “Purchasing Owner”) shall be its Proportionate Share of: (i) cash in the amount set forth in the Third-Party Offer, if the Third Party Offer is in cash; (ii) cash in the amount of the aggregate market value of publicly-traded securities, if the Third-Party Offer is in publicly-traded securities with a readily ascertainable market value; (iii) cash in the amount determined pursuant to Sections 16.02(a)(i) and 16.02(a)(ii), if the Third-Party Offer is in a combination of cash and publicly-traded securities with a readily ascertainable market value; or (iv) cash in the amount of the fair market value of the Transferring Interest, if the Third-Party Offer is in neither cash nor publicly-traded securities with a readily ascertainable market value.
Sample 1
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Related to Notice of Third Party Offer

  • Notice of Third Party Claims Pursuant to Public Contract Code Section 9201, District shall provide Contractor timely notification of the receipt of any third-party claim relating to this Contract. District shall be entitled to recover its reasonable costs incurred in providing such notification.

  • Third Party Notices Portions of the Apple Software or Services may utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the electronic documentation for the Apple Software and Services, and Your use of such material is governed by their respective terms.

  • Notice to Third Parties Licensee shall give written notice, prior to the first sale of Licensed Product, to any Third Party to which it sells Licensed Product of the restrictions contained in this Section 5, and Licensee shall use its best endeavors, without prejudice to any other provision of this Agreement, to ensure that such Third Parties will undertake to abide by the restrictions contained in this Section 5 and will assist the MPP and Pfizer in securing compliance with this Section 5 and the restrictions which it contemplates.

  • Offer Notice (i) The Company shall give written notice (the “Offering Notice”) to the Sponsor stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities. (ii) The Offering Notice shall constitute the Company’s offer to sell the New Equity Securities to the Sponsor, which offer shall be irrevocable for a period of three (3) business days (the “ROFO Notice Period”).

  • Providing Notice of Breaches 8.1 If Covered Entity determines that an impermissible acquisition, access, use or disclosure of PHI for which one of Business Associate’s employees or agents was responsible constitutes a Breach as defined in 45 CFR § 164.402, and if requested by Covered Entity, Business Associate shall provide notice to the individual(s) whose PHI has been the subject of the Breach. When requested to provide notice, Business Associate shall consult with Covered Entity about the timeliness, content and method of notice, and shall receive Covered Entity’s approval concerning these elements. The cost of notice and related remedies shall be borne by Business Associate. 8.2 If Covered Entity or Business Associate determines that an impermissible acquisition, access, use or disclosure of PHI by a Subcontractor of Business Associate constitutes a Breach as defined in 45 CFR § 164.402, and if requested by Covered Entity or Business Associate, Subcontractor shall provide notice to the individual(s) whose PHI has been the subject of the Breach. When Covered Entity requests that Business Associate or its Subcontractor provide notice, Business Associate shall either 1) consult with Covered Entity about the specifics of the notice as set forth in section 8.1, above, or 2) require, by contract, its Subcontractor to consult with Covered Entity about the specifics of the notice as set forth in section 8.1 8.3 The notice to affected individuals shall be provided as soon as reasonably possible and in no case later than 60 calendar days after Business Associate reported the Breach to Covered Entity. 8.4 The notice to affected individuals shall be written in plain language and shall include, to the extent possible, 1) a brief description of what happened, 2) a description of the types of Unsecured PHI that were involved in the Breach, 3) any steps individuals can take to protect themselves from potential harm resulting from the Breach, 4) a brief description of what the Business Associate is doing to investigate the Breach, to mitigate harm to individuals and to protect against further Breaches, and 5) contact procedures for individuals to ask questions or obtain additional information, as set forth in 45 CFR § 164.404(c). 8.5 Business Associate shall notify individuals of Breaches as specified in 45 CFR § 164.404(d) (methods of individual notice). In addition, when a Breach involves more than 500 residents of Vermont, Business Associate shall, if requested by Covered Entity, notify prominent media outlets serving Vermont, following the requirements set forth in 45 CFR § 164.406.

  • Notice of Auction Results (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to the parties. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, and take such other action as is required of BD. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

  • Termination Warning Notice B The Secretary of State may serve a Termination Warning Notice where he considers that:

  • Stop-Transfer Notices Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

  • Notice of Proposed Transfer The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).

  • Transfer Notice At least two (2) Business Days before each Acquisition Date, the Administrator shall deliver to the Depositor, the Issuer and the Indenture Trustee a Transfer Notice for the Additional Receivables to be transferred and absolutely assigned on that Acquisition Date, which will specify the Additional Receivables Transfer Amount, and will have delivered with it an electronic file containing the Schedule of Receivables; and

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