Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 12.2, the Seller shall give to the Company and each other Member that owns Equity Units written notice (the “Offer Notice”) that shall include a copy of the Purchase Offer and an offer (the “Firm Offer”) to sell the Offered Units to such other Members (the “Offerees”) for the Offer Price, payable according to the same terms as (or more favorable terms than) those contained in the Purchase Offer, provided that the Firm Offer shall be made without regard to the requirement of any xxxxxxx money or similar deposit required of the Purchaser prior to closing, and without regard to any security (other than the Offered Units) to be provided by the Purchaser for any deferred portion of the Offer Price.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Williams Companies Inc), Limited Liability Company Agreement (Energy Transfer Equity, L.P.), Agreement and Plan of Merger
Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 12.219.6, the Seller shall give to the Company and each the other Member that owns Equity Units written notice (the “"Offer Notice”") that which shall include a copy of the Purchase Offer and an offer (the “"Firm Offer”") to sell the Offered Units Interest to such the Company or to the other Members Member (the “Offerees”"Offeree") for the Offer Price, payable according to the same terms as (or more favorable terms than) those contained in the Purchase Offer, provided that the Firm Offer shall be made without regard to the requirement of any xxxxxxx money earnxxx xxxey or similar deposit required of the Purchaser prior to closing, closing and without regard to any security (other than the Offered UnitsInterest) to be provided by the Purchaser for any deferred portion of the Offer Price.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Williams Communications Group Inc), Limited Liability Company Agreement (Williams Communications Group Inc), Limited Liability Company Agreement (Williams Communications Group Inc)
Offer Notice. Prior to making any Transfer transfer that is subject to the terms of this Section 12.211.3, the Seller shall give to the Company and each other Member that owns Equity holding Voting Units written notice (the “Offer Notice”) that which shall include a copy of the Purchase Offer and an offer (the “Firm Offer”) to sell the Offered Interest to the Company or to the Members holding Voting Units to such other Members (the “Offerees”) for the Offer Price, payable according to the same terms as (or more favorable terms than) those contained in the Purchase Offer, provided that the Firm Offer shall be made without regard to the requirement of any xxxxxxx money or similar deposit required of the Purchaser prior to closing, and without regard to any security (other than the Offered UnitsInterest) to be provided by the Purchaser for any deferred portion of the Offer Price.
Appears in 2 contracts
Samples: Operating Agreement (155 East Tropicana, LLC), Operating Agreement (155 East Tropicana, LLC)
Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 12.212.4, the Seller shall give to the Company and each other Member that owns Equity Units written notice (the “"Offer Notice”") that which shall include a copy of the Purchase Offer and an offer (the “"Firm Offer”") to sell the Offered Units to such the other Members (the “"Offerees”") for the Offer Price, payable according to the same terms as (or more favorable terms than) those contained in the Purchase Offer, provided that the Firm Offer shall be made without regard to the requirement of any xxxxxxx money or similar deposit required of the Purchaser prior to closing, and without regard to any security (other than the Offered Units) to be provided by the Purchaser for any deferred portion of the Offer Price.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Alliance Pharmaceutical Corp)
Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 12.27.4, the Seller shall give to the Company and each other Member that owns Equity Units Xxxxx National Corporation written notice (the “"Offer Notice”") that which shall include a copy of the Purchase Offer and an offer (the “"Firm Offer”") to sell the Offered Units Interests to such other Members the Company or Xxxxx National Corporation (the “"Offerees”") for the Offer Price, payable according to the same terms as (or more favorable terms than) those contained in the Purchase Offer, provided that the Firm Offer shall be made without regard to the requirement of any xxxxxxx money or similar deposit required of the Purchaser prior to closing, and without regard to any security (other than the Offered UnitsInterest) to be provided by the Purchaser for any deferred portion of the Offer Price.
Appears in 1 contract
Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 12.211.4, the Seller shall shall, subject to the terms and conditions of this Agreement, give to the Company and each other Member that owns Equity Units written notice (the “Offer Notice”"OFFER NOTICE") that which shall include a copy of the Purchase Offer and an offer (the “Firm Offer”"FIRM OFFER") to sell the Offered Units Membership Interest to such the other Members (the “Offerees”"OFFEREES") for the Offer Price, payable according to the same terms as (or more favorable terms than) those contained in the Purchase Offer, provided PROVIDED that the Firm Offer shall be made without regard to the requirement of any xxxxxxx money or similar deposit required of the Purchaser prior to closing, and without regard to any security (other than the Offered UnitsInterest) to be provided by the Purchaser for any deferred portion of the Offer Price.
Appears in 1 contract
Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 12.29.4, the Seller shall give to the Company Partnership and each other Member that owns Equity Units Interest Holder written notice (the “"Offer Notice”") that which shall include a copy of the Purchase Offer offer and an offer (the “Firm "First Offer”") to sell the Offered Units Interest to such the other Members Interest Holders and the General Partners (the “"Offerees”") for the Offer Price, payable according to the same terms as (or more favorable terms than) those contained in the Purchase Offer, provided that the Firm First Offer shall be made without regard to the requirement of any xxxxxxx money or similar deposit required of the Purchaser prior to closing, and without regard to any security (other than the Offered UnitsInterest) to be provided by the Purchaser for any deferred portion of the Offer Price.
Appears in 1 contract
Samples: OHI Asset (CT) Lender, LLC
Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 12.2, the Seller shall give to the Company and each other Member that owns Equity Units written notice (the “Offer Notice”) that shall include a copy of the Purchase Offer and an offer (the “Firm Offer”) to sell the Offered Units to such the other Members (the “Offerees”) for the Offer Price, payable according to the same terms as (or more favorable terms than) those contained in the Purchase Offer, provided that the Firm Offer shall be made without regard to the requirement of any xxxxxxx exxxxxx money or similar deposit required of the Purchaser prior to closing, and without regard to any security (other than the Offered Units) to be provided by the Purchaser for any deferred portion of the Offer Price.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Enterprise GP Holdings L.P.)
Offer Notice. Prior to making any Transfer Before transferring the Membership Interest that is subject to the terms of this Section 12.2Section, the Seller shall give to the Company and each other Member that owns Equity Units written notice (the “Offer Notice”) that which shall include a copy of the Purchase Offer and an offer (the “Firm First Offer”) to sell the Offered Units Membership Interest to such the other Members or secondly to the Company (the “Offerees”) for the Offer Price, payable according to the same terms as (or more favorable terms than) those contained in the Purchase Offer, ; provided that the Firm First Offer shall be made without regard to the requirement of any xxxxxxx money or similar deposit required of the Purchaser prior to before closing, and without regard to any security (other than the Offered UnitsMembership Interest) to be provided by the Purchaser for any deferred portion of the Offer Price.
Appears in 1 contract
Samples: Operating Agreement
Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 12.22.6, the Seller shall give to the Company Corporation and each other Member that owns Equity Units Stockholder written notice (the “"Offer Notice”") that which shall include a copy of the Purchase Offer and an offer (the “Firm "Right of First Refusal Offer”") to sell the Offered Units Securities to such the other Members Stockholders (the “"Offerees”") for the Offer Price, payable according to the same terms as (or more favorable terms than) those contained in the Purchase Offer, provided that the Firm Right of First Refusal Offer shall be made without regard to the requirement of any xxxxxxx money or similar deposit required of the Purchaser prior to closing, and without regard to any security (other than the Offered UnitsSecurities) to be provided by the Purchaser for any deferred portion of the Offer Price.
Appears in 1 contract
Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 12.29.4, the Seller shall give to the Company Partnership and each other Member that owns Equity Units Interest Holder written notice (the “Offer Notice”) that which shall include a copy of the Purchase Offer and an offer (the “Firm First Offer”) to sell the Offered Units Interest to such the other Members Interest Holders and the General Partners (the “Offerees”) for the Offer Price, payable according to the same terms as (or more favorable terms than) those contained in the Purchase Offer, provided that the Firm First Offer shall be made without regard to the requirement of any xxxxxxx money or similar deposit required of the Purchaser prior to closing, and without regard to any security (other than the Offered UnitsInterest) to be provided by the Purchaser for any deferred portion of the Offer Price.
Appears in 1 contract
Samples: OHI Asset (CT) Lender, LLC
Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 12.29.4, the Seller shall give to the Company Board of Managers and each other Member that owns Equity Units a written notice (the “Offer Notice”) that shall include a copy of the Purchase Offer and an offer (the “Firm Offer”) to sell the Offered Units Shares to such the Company and to the other Members (the “Offerees”) for the Offer Price, payable according to the same terms as (or more favorable terms than) those contained in the Purchase Offer, provided provided, that the Firm Offer shall be made without regard to the requirement of any xxxxxxx money or similar deposit required of the Purchaser prior to closing, and without regard to any security (other than the Offered UnitsShares) to be provided by the Purchaser for any deferred portion of the Offer Price.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (New England Realty Associates Limited Partnership)
Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 12.27.4, the Seller shall give to the Company and each other Member that owns Equity Units Xxxxx National Corporation written notice (the “Offer Notice”) that which shall include a copy of the Purchase Offer and an offer (the “Firm Offer”) to sell the Offered Units Interests to such other Members the Company or Xxxxx National Corporation (the “Offerees”) for the Offer Price, payable according to the same terms as (or more favorable terms than) those contained in the Purchase Offer, provided that the Firm Offer shall be made without regard to the requirement of any xxxxxxx money or similar deposit required of the Purchaser prior to closing, and without regard to any security (other than the Offered UnitsInterest) to be provided by the Purchaser for any deferred portion of the Offer Price.
Appears in 1 contract
Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 12.2, the Seller shall give to the Company and each other Member that owns Equity Units written notice (the “Offer Notice”) that shall include a copy of the Purchase Offer and an offer (the “Firm Offer”) to sell the Offered Units to such the other Members (the “Offerees”) for the Offer Price, payable according to the same terms as (or more favorable terms than) those contained in the Purchase Offer, provided that the Firm Offer shall be made without regard to the requirement of any xxxxxxx money or similar deposit required of the Purchaser prior to closing, and without regard to any security (other than the Offered Units) to be provided by the Purchaser for any deferred portion of the Offer Price.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Energy Transfer Equity, L.P.)