NOTIFICATION OF OFFERS TO ACQUIRE BIOCIRCUITS Sample Clauses

NOTIFICATION OF OFFERS TO ACQUIRE BIOCIRCUITS. During the term of this Agreement, if Biocircuits receives an unsolicited, bona fide, good faith, written offer from a third party for the acquisition of Biocircuits on terms that are acceptable to Biocircuits (the "Third Party Offer"), or if the Board of Directors of Biocircuits solicits offers from third parties for the acquisition of Biocircuits (the "Solicited Offer"), prior to signing a definitive acquisition agreement providing for the acquisition of Biocircuits by the party who has made such a Third Party Offer or the party who has responded to the Solicited Offer with a bona fide, good faith, written offer for the acquisition of Biocircuits on terms that are acceptable to Biocircuits (the "Solicited Response"), Biocircuits shall provide to Becton written notice of the receipt of such Third Party Offer or Solicited Response (the "Offer Notice"). The Offer Notice shall contain all of the terms and conditions of the Third Party Offer or Solicited Response, as applicable. Becton shall have twenty (20) business days to respond to the Offer Notice, during which time Biocircuits will not accept the Third Party Offer or the Solicited Response. Notwithstanding anything to the contrary contained in this Section 2.4 or elsewhere in this Agreement, (a) Biocircuits shall have no obligation to disclose the identity of the party making such Third Party Offer, any party to which the Solicited Offer is made or any party making a Solicited Response; and (b) Biocircuits shall have no obligation at all under this Section 2.4 to the extent that the Board of Directors of Biocircuits determines, after consultation with counsel, that compliance with any obligation under this Section 2.4 would constitute a violation of any law, rule or regulation applicable to Biocircuits. Other than the requirement to provide the Offer Notice to Becton, Biocircuits is under no other obligation to Becton under this Section 2.4, including without limitation, any obligation to negotiate with Becton or otherwise pursue a transaction with Becton regarding the acquisition of Biocircuits.
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Related to NOTIFICATION OF OFFERS TO ACQUIRE BIOCIRCUITS

  • Communication of Offer The offer to sell the Securities was directly communicated to the Subscriber by the Company. At no time was the Subscriber presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.

  • Offers to Purchase Sections 4.15 and 4.16 of the Indenture provide that, after certain Asset Sales (as defined in the Indenture) and upon the occurrence of a Change of Control (as defined in the Indenture), and subject to further limitations contained therein, the Company will make an offer to purchase certain amounts of the Notes in accordance with the procedures set forth in the Indenture.

  • OFFERS TO REPURCHASE (a) Upon the occurrence of a Change of Control Repurchase Event, the Issuers shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture.

  • Distribution of Offering Materials The Fund has not distributed and, prior to the later to occur of (A) the Closing Time and (B) completion of the distribution of the Securities, will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, each preliminary prospectus, the Prospectus, the Statutory Prospectus, the General Disclosure Package, the Rule 482 Statement, if any, or the sales materials.

  • Transfers to QIBs The following provisions shall apply with respect to the registration of any proposed transfer of a Note constituting a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons):

  • Completion of Offering Subject to the provisions of Section 10 hereof, NCPS shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents:

  • Suspension of Offers and Sales Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

  • Distribution of Offering Material The Fund has not distributed and, prior to the later to occur of (i) the Closing Date and (ii) completion of the distribution of the Securities, will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the Prospectus, the Sales Material (as defined below) or other materials permitted by the 1933 Act, the 1940 Act or the Rules and Regulations.

  • No Other Distribution of Offering Materials The Company has not, directly or indirectly, distributed and will not distribute any offering material in connection with the Offering other than any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and other materials, if any, permitted under the Securities Act and consistent with Section 3.2 below.

  • Reduction of Offering If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:

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