Common use of Offer Notice Clause in Contracts

Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 19.6, the Seller shall give to the Company and the other Member written notice (the "Offer Notice") 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 other Member (the "Offeree") for the Offer Price, payable according to the same terms as those contained in the Purchase Offer, provided that the Firm Offer shall be made without regard to the requirement of any earn▇▇▇ ▇▇▇ey or similar deposit required of the Purchaser prior to closing and without regard to any security (other than the Offered Interest) to be provided by the Purchaser for any deferred portion of the Offer Price.

Appears in 3 contracts

Sources: 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 that is subject to the terms of this Section 19.612.2, the Seller shall give to the Company and the each other Member that owns Equity Units written notice (the "Offer Notice") which that shall include a copy of the Purchase Offer and an offer (the "Firm Offer") to sell the Offered Interest Units to the Company or to the such other Member Members (the "Offeree"“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 earn▇▇▇▇▇▇▇ ▇▇▇ey money or similar deposit required of the Purchaser prior to closing closing, and without regard to any security (other than the Offered InterestUnits) to be provided by the Purchaser for any deferred portion of the Offer Price.

Appears in 3 contracts

Sources: Merger Agreement (Williams Companies Inc), Merger Agreement (Energy Transfer Equity, L.P.), Merger Agreement

Offer Notice. Prior to making any Transfer transfer that is subject to the terms of this Section 19.611.3, the Seller shall give to the Company and the other each Member holding Voting Units written notice (the "Offer Notice") 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 other Member Members holding Voting Units (the "Offeree"“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 earn▇▇▇▇▇▇▇ ▇▇▇ey money or similar deposit required of the Purchaser prior to closing closing, and without regard to any security (other than the Offered Interest) to be provided by the Purchaser for any deferred portion of the Offer Price.

Appears in 2 contracts

Sources: 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 19.62.6, the Seller shall give to the Company Corporation and the each other Member Stockholder written notice (the "Offer Notice") which shall include a copy of the Purchase Offer and an offer (the "Firm Right of First Refusal Offer") to sell the Offered Interest to the Company or Securities to the other Member Stockholders (the "OffereeOfferees") 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 earn▇▇▇▇▇▇▇ ▇▇▇ey money or similar deposit required of the Purchaser prior to closing closing, and without regard to any security (other than the Offered InterestSecurities) to be provided by the Purchaser for any deferred portion of the Offer Price.

Appears in 1 contract

Sources: Stockholders' Agreement (Paperexchange Com Inc)

Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 19.612.2, the Seller shall give to the Company and the each other Member written notice (the "Offer Notice") which that shall include a copy of the Purchase Offer and an offer (the "Firm Offer") to sell the Offered Interest to the Company or Units to the other Member Members (the "Offeree"“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 earn▇▇▇▇▇▇▇ ▇▇▇ey money or similar deposit required of the Purchaser prior to closing closing, and without regard to any security (other than the Offered InterestUnits) to be provided by the Purchaser for any deferred portion of the Offer Price.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Energy Transfer Equity, L.P.)

Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 19.612.2, the Seller shall give to the Company and the each other Member written notice (the "Offer Notice") which that shall include a copy of the Purchase Offer and an offer (the "Firm Offer") to sell the Offered Interest to the Company or Units to the other Member Members (the "Offeree"“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 earne▇▇▇▇▇▇ ▇▇▇ey money or similar deposit required of the Purchaser prior to closing closing, and without regard to any security (other than the Offered InterestUnits) to be provided by the Purchaser for any deferred portion of the Offer Price.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Enterprise GP Holdings L.P.)

Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 19.69.4, the Seller shall give to the Company Partnership and the each other Member Interest Holder written notice (the "Offer Notice") which shall include a copy of the Purchase Offer and an offer (the "Firm “First Offer") to sell the Offered Interest to the Company or to other Interest Holders and the other Member General Partners (the "Offeree"“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 earn▇▇▇▇▇▇▇ ▇▇▇ey money or similar deposit required of the Purchaser prior to closing closing, and without regard to any security (other than the Offered Interest) to be provided by the Purchaser for any deferred portion of the Offer Price.

Appears in 1 contract

Sources: Agreement of Limited Partnership (OHI Asset (CT) Lender, LLC)

Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 19.612.4, the Seller shall give to the Company and the each other Member written notice (the "Offer Notice") which shall include a copy of the Purchase Offer and an offer (the "Firm Offer") to sell the Offered Interest to the Company or Units to the other Member Members (the "OffereeOfferees") 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 earn▇▇▇▇▇▇▇ ▇▇▇ey money or similar deposit required of the Purchaser prior to closing closing, and without regard to any security (other than the Offered InterestUnits) to be provided by the Purchaser for any deferred portion of the Offer Price.

Appears in 1 contract

Sources: Operating Agreement (Alliance Pharmaceutical Corp)

Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 19.67.4, the Seller shall give to the Company and the other Member ▇▇▇▇▇ National Corporation written notice (the "Offer Notice") which shall include a copy of the Purchase Offer and an offer (the "Firm Offer") to sell the Offered Interest Interests to the Company or to the other Member ▇▇▇▇▇ National Corporation (the "OffereeOfferees") 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 earn▇▇▇▇▇▇▇ ▇▇▇ey money or similar deposit required of the Purchaser prior to closing closing, and without regard to any security (other than the Offered Interest) to be provided by the Purchaser for any deferred portion of the Offer Price.

Appears in 1 contract

Sources: Operating Agreement (Riggs National Corp)

Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 19.611.2, the Seller shall give to the Company and the each other Member written notice (the "Offer Notice") which shall include a copy of the Purchase Offer and an offer (the "Firm Offer") to sell the Offered Interest Interests to the other Members or to the Company or to the other Member (the "Offeree"“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 earn▇▇▇▇▇▇▇ ▇▇▇ey money or similar deposit required of the Purchaser prior to closing closing, and without regard to any security (other than the Offered InterestInterests) to be provided by the Purchaser for any deferred portion of the Offer Price.

Appears in 1 contract

Sources: Operating Agreement (Siebert Financial Corp)

Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 19.69.4, the Seller shall give to the Company Partnership and the each other Member Interest Holder written notice (the "Offer Notice") which shall include a copy of the Purchase Offer offer and an offer (the "Firm First Offer") to sell the Offered Interest to the Company or to other Interest Holders and the other Member General Partners (the "OffereeOfferees") 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 earn▇▇▇▇▇▇▇ ▇▇▇ey money or similar deposit required of the Purchaser prior to closing closing, and without regard to any security (other than the Offered Interest) to be provided by the Purchaser for any deferred portion of the Offer Price.

Appears in 1 contract

Sources: Limited Partnership Agreement (OHI Asset (CT) Lender, LLC)

Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 19.67.4, the Seller shall give to the Company and the other Member ▇▇▇▇▇ National Corporation written notice (the "Offer Notice") which shall include a copy of the Purchase Offer and an offer (the "Firm Offer") to sell the Offered Interest Interests to the Company or to the other Member ▇▇▇▇▇ National Corporation (the "Offeree"“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 earn▇▇▇▇▇▇▇ ▇▇▇ey money or similar deposit required of the Purchaser prior to closing closing, and without regard to any security (other than the Offered Interest) to be provided by the Purchaser for any deferred portion of the Offer Price.

Appears in 1 contract

Sources: Operating Agreement (Riggs National Corp)

Offer Notice. Prior to making any Transfer that is subject to the terms of this Section 19.69.4, the Seller shall give to the Company Board of Managers and the each other Member a written notice (the "Offer Notice") which that shall include a copy of the Purchase Offer and an offer (the "Firm Offer") to sell the Offered Interest Shares to the Company or and to the other Member Members (the "Offeree"“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 earn▇▇▇▇▇▇▇ ▇▇▇ey money or similar deposit required of the Purchaser prior to closing closing, and without regard to any security (other than the Offered InterestShares) to be provided by the Purchaser for any deferred portion of the Offer Price.

Appears in 1 contract

Sources: Limited Liability Company Operating Agreement (New England Realty Associates Limited Partnership)

Offer Notice. Prior to making any Transfer Before transferring the Membership Interest that is subject to the terms of this Section 19.6Section, the Seller shall give to the Company and the other each Member written notice (the "Offer Notice") which shall include a copy of the Purchase Offer and an offer (the "Firm “First Offer") to sell the Offered Membership Interest to the Company other Members or secondly to the other Member Company (the "Offeree"“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 earn▇▇▇▇▇▇▇ ▇▇▇ey money or similar deposit required of the Purchaser prior to closing before closing, and without regard to any security (other than the Offered Membership Interest) to be provided by the Purchaser for any deferred portion of the Offer Price.

Appears in 1 contract

Sources: Operating Agreement