Offer Procedure Sample Clauses

Offer Procedure. From time to time, we may, but shall not be obligated to, offer to sell you, without recourse, Participations. We agree that you shall be considered for all purposes as the legal and equitable owner of each Participation (together with the Asset to which it relates) and that this Agreement shall not be construed as an extension of credit by us to you.

Offer Procedure. 34.2.1 If at any time during the Term of this Lease (as the same may be extended), Landlord desires to sell, convey or otherwise transfer the entirety of the Project, or one hundred percent (100%) of the direct or indirect ownership interests in Landlord, to an unaffiliated third party buyer (a “Project Transfer”), and on the condition that Tenant is still the original Tenant under this Lease (or a Permitted Assignee) and occupies at least eighty percent (80%) of the original Premises, then Landlord shall first give written notice (the “Purchase Offer Notice”) to Tenant of such proposed Project Transfer. The Purchase Offer Notice shall state (a) the purchase price, (b) the sale structure Landlord will require, taking into account tax and other considerations which may, for example, require a sale of REIT shares but in any event shall be the same structure Landlord will offer to other buyers in the event Tenant does not deliver an Acceptance Notice pursuant to Section 34.2.2 below, (c) the amount of any exxxxxx money deposit (which shall not be greater than five percent (5%) of the purchase price), (d) the length of any due diligence period (which shall not be less than thirty (30) days) pursuant to which Tenant may terminate the Purchase Agreement (as defined below) for any reason in its sole and absolute discretion and receive its exxxxxx money deposit, (e) the date of closing (which shall not be earlier than fifteen (15) days after waiver or expiration of the due diligence period), (f) the place for close of escrow, (g) the allocation of the expenses of closing between Landlord and Tenant, (h) the responsibilities for examination of the title to the Project being offered in connection with the Project Transfer and for issuance of title insurance to Tenant, (i) the responsibility for delivery of a survey, if any, and (j) other material terms and conditions of the proposed Project Transfer. 34.2.2 Upon receipt of the Purchase Offer Notice, Tenant shall have the right, for a period of ten (10) business days (the “Acceptance Period”) to exercise the Right of First Offer to Purchase by giving Landlord written notice (“Acceptance Notice”) that Tenant desires to purchase the Project (or if applicable one hundred percent (100%) of the direct or indirect ownership interests in Landlord being offered) upon the terms and conditions contained in the Purchase Offer Notice. Tenant shall deposit with Landlord or Landlord’s escrow officer designated in the Purchase Offe...

Offer Procedure. If Optionee does not exercise the Purchase Option during the Option Term and if Optionee is not in default under this Grant, then Optionee shall have a ROFO to purchase the Option Property. If Owner desires to (a) sell, market for sale or enter into negotiations to sell the Option Property or (b) Commence Development on the Option Property, Owner shall send written notice (the “ROFO Notice”) to Optionee of its proposed action. For purposes of this Section 2, Owner shall be deemed to “Commence Development” of the Option Property at such time as Owner has caused design development documents to be prepared for Owner’s proposed development of the Option Property (but the term Commence Development shall not be deemed to include construction of site improvements to the Option Property in accordance with the Approved Final Plans and Specifications as defined in the Phase 1 Development Services Agreement). If delivered in connection with clause (a) above, the ROFO Notice shall state: (i) the purchase price, (ii) the amount and structure of the required xxxxxxx money deposits, (iii) the length of any due diligence period, (iv) the date of the closing, (v) the place for close of escrow, (vi) the allocation of expenses of closing between Owner and Optionee, (vii) a list of entitlements obtained and currently pending for the Option Property, and (viii) other material terms and conditions of the proposed action. If delivered in connection with clause (b) above, the ROFO Notice shall also state the proposed development which Owner intends to commence, in addition to items (i) through (vii) above. Upon receipt of the ROFO Notice, Owner and Optionee shall negotiate in good faith for a period of ten (10) business days after receipt of the ROFO Notice a letter of intent (the “ROFO Letter of Intent”) acceptable to both parties for the purchase and sale of the Option Property.

Offer Procedure. (a) A Non-selling Shareholder to which an offer is made pursuant to Section 14.2 above shall have thirty (30) days from the date of receipt of the offer within which to accept such offer. If more than one Non-selling Shareholder wishes to purchase Common Stock, each may purchase a portion of the offered shares equal to its Percentage Interest divided by the Percentage Interest of all Non-selling Shareholder desiring to purchase the shares. In the event that any Non-selling Shareholder fails to purchase their maximum portion of the offered Common Stock, such Non-selling Shareholder will notify the other Non-selling Shareholder, and the Non-selling Parties which desire to purchase such Common Stock shall have an ten (10) days from having received notice of such notice of non-purchase to purchase their share of the unpurchased portion. (b) In the event that the offer to purchase the Selling Shareholder's Common Stock is not accepted or is accepted for less than the number of shares of Common Stock offered by the Selling Shareholder pursuant to Section 14.3(a), the Selling Shareholder shall offer such remaining shares of Common Stock to the KK for an additional period of fifteen (15) days. Such right to purchase Common Stock by the KK is, upon approval by the Board, assignable by the KK to any other person or entity. (c) In the event that the offer to purchase the Selling Shareholder's Common Stock is not accepted or is accepted for less than the number of shares of Common Stock offered by the Selling Shareholder pursuant to Sections 14.3(a) and 14.3(b), the Selling Shareholder shall, within thirty (30) days following the expiration of such fifty-five (55) day period, seek the Board's approval of a sale or transfer of the Common Stock not accepted to a specified third party; provided, however, that in the event that a sale or transfer to such third party is proposed on terms less favorable to the Selling Shareholder than the terms of the offer made pursuant to Section 14.2 above, then such transfer may not be completed without the Selling Shareholder again adhering to the terms of this Section 14.3 with regard to the revised terms. In no event shall the Selling Shareholder offer Common Stock to a competitor of the KK or of any other Party.

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Transfer Procedure After receipt by Silicon Valley Bank of the executed Warrant, Silicon Valley Bank will transfer all of this Warrant to its parent company, SVB Financial Group. By its acceptance of this Warrant, SVB Financial Group hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof. Subject to the provisions of Section 5.3 and upon providing the Company with written notice, SVB Financial Group and any subsequent Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such transfer, SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than SVB Financial Group shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.
Transfer Procedures 1. The transfers referred to in Article 4, 5, 6 and 7 shall be effected without undue delay and, at all events, within six months after all fiscal obligations have been met and shall be made in a convertible currency. All the transfers shall be made at the prevailing exchange rate applicable on the date on which the investor applies for the related transfer, with the exception of the provisions under point 3 of Article 5 concerning the exchange rate applicable in case of nationalization or expropriation. 2. The fiscal obligations under the previous paragraph are deemed to be complied with when the investor has fulfilled the proceedings provided for by the law of the Contracting Party on the territory of which the investment has been carried out.
Order Procedure 7.1 Subject to the Supplier's fulfillment of all of its obligations pursuant to this Agreement, ISR intends to purchase Machine/s from the Supplier by issuing a written Purchase Order dully signed by ISR all on a non-exclusive basis ("Purchase Order"). 7.2 The time of issuance of Purchase Orders and the quantity of the Machines in each Purchase Order shall be subject to ISR's discretion and Supplier herby waives any claim and/or demand against ISR including for loss of income and/or profits. 7.3 During the Agreement Period, ISR in its sole discretion, shall have the option to purchase from the Supplier up to four (4) more additional Machines and ancillaries (the “Optional Machines”). The terms and conditions of this Agreement will apply, mutatis mutandis, to the Optional Machines subject to Section 8.6. For the prevention of any doubt, it is hereby expressly emphasized that ISR is under no obligation whatsoever to order certain or any amount of Optional Machines from Supplier. 7.4 Upon receipt of a Purchase Order by email, Supplier shall confirm via email receipt of the Purchase Order to ISR's contact person. An original document of such confirmation shall be sent to ISR via air mail. 7.5 The Parties’ contact persons are as follows, or any replacement contact persons as notified in writing by one Party to the other: For ISR: Mr. Israel Railways Ltd. Address: Telephone: E-mail: ("IPM") For the Supplier: ("SPM") Each Party shall, in writing without undue delay, notify the other Party of changes in contact persons, addresses or facsimile numbers, if any. 7.6 Supplier will endeavor to furnish a secured electronic mail service or other equivalent means, in accordance with ISR safety requirements, which will be used by both Parties for the purpose of ordering procedure, requests, queries, reports etc. 7.7 The following original documents will be supplied by Supplier to ISR:
Other Procedures To the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant to procedures consistent with the provisions in this Subsection 4.4(l), established by the Administrative Agent acting in its reasonable discretion and as reasonably agreed by the Borrower.
Model Rules of Procedure The procedure before the Panel shall be conducted in accordance with the Model Rules of Procedure set out in Annex 12 (Model Rules of Procedure). Exceptionally, the disputing Parties may agree on different rules to be applied by the Panel. 2. The Model Rules of Procedure are necessary for the good development of all the steps in this Chapter. In addition, these rules shall regulate the development of the procedure, pursuant to the following principles: (a) the procedures shall ensure the right to at least one hearing before the Panel, as well as the opportunity for each disputing Party to provide initial and rebuttal written submissions, and allow the use of any technological means to ensure its authenticity; and (b) the hearings before the Panel, the deliberations, as well as all the submissions and communications submitted during the hearings, shall be confidential.
Lay-off Procedure A permanent employee subject to lay off will be placed using the following procedures in the order set out below: a) An employee will first be offered any available permanent vacancy for which the employee has the required qualifications. The employee will have a maximum of five (5) working days to accept or reject such vacancy. If the employee accepts the vacancy and the hourly rate is lower in that vacant position, the employee's hourly rate will be maintained while the employee remains in that vacant position for a period of one (1) calendar year. b) If there are no vacancies available for which the employee has the required qualifications, or if available, the employee does not accept the vacancy and the Employer transfers or demotes the employee pursuant to Clause 10.05, the employee's hourly rate of pay will be maintained so long as the employee remains in the position to which the employee was transferred or demoted. The employee will not receive any further negotiated wage increases until the hourly rate of pay of the new position equals or surpasses the hourly rate of pay of their previous position. c) If there are no vacancies for which the employee has the required qualifications, or if available, the employee does not accept the vacancy and the Employer does not exercise its right under Clause 10.05, the employee may select a permanent position held by a less senior employee on the seniority list if they have the required qualifications. d) This process will continue in order of seniority until each permanent employee subject to lay off obtains a position for which they are qualified or it is determined there are no positions available for which the employee is qualified. If the employee does not select a position for which they are qualified, the employee shall be laid off. e) If the employee is not placed through the above procedures, the employee shall be laid off pursuant to Clause 10.03. f) Permanent full-time employees and permanent part-time employees will be restricted to positions under a), b), c), and d) on their respective seniority lists. g) If an employee is placed through any of the above procedures, the posting provisions under Clause 08.01 will not apply. h) Temporary employees in the same work area and who spend the majority of their time performing the same work as the employee subject to lay off will be terminated before the permanent employee is laid off. i) The procedures set out above in a) through h) shall be completed within twenty
Rules of Procedure By referring any specific grievance to be dealt with in the expedited arbitration procedure it is understood and agreed that the matter is to be dealt with in accordance with the Rules of Procedure attached to this Agreement as Appendix 1.
Layoff Procedure A. Once the University determines the need for a layoff exists, it shall employ the following procedure: 1. If at any time during the layoff process an employee submits his notice of retirement, resignation or volunteers for layoff, the University will review its layoff rationale. Where appropriate, the University may curtail staff reductions and/or recall laid-off employee(s). The University shall first lay off non-bargaining unit temporary employees with the same job classification and within the department(s) where the layoff(s) occurs. The University shall then lay off probationary employees with the same job classification and within the affected department(s). The University shall then lay off part-time employees with the same job classification and within the affected department(s). 2. If further reductions are required, employees in the affected job classification(s) shall be laid off as follows: a. any employees in the affected classification who have active discipline at the suspension (whether a working suspension or unpaid suspension) level or covered by a “last chance agreement” for conduct other than that covered by Article 41, or b. any employees who have an overall performance evaluation rating below standards (i.e. a “needs improvement” rating or below) for the two most recent performance evaluation rating periods, or c. in the inverse order of seniority. The remaining employees within the department or unit must be immediately qualified to perform the required work. For purposes of layoff, placement, bumping, and recall, “immediately qualified” shall be defined as meeting the minimum and preferred qualifications for the position to perform the work, with the exception of the Technology Scale, where “immediately qualified” shall be defined as meeting the minimum qualifications for the position to perform the required work. In determining whether the employee is immediately qualified, the University shall give consideration to ability, aptitude, skill, experience, qualifications as stated in the job description. The determination of qualifications is the responsibility of the University. If the University determines that an employee is not qualified, the employee shall have the right to grieve such decision. Part-time employees shall be laid off before full-time employees, and part-time employees cannot bump full-time employees. Similarly, temporary employees cannot bump regular or funds available employees, regardless of seniority. 3. Student employees shall not be used to perform significant components of the position of a laid off employee. It is agreed that this provision shall not apply to students, whether paid or unpaid, performing work in internships, graduate assistantships, practicums or through other programs whose primary purpose is to satisfy a degree requirement. 4. The University shall make available to laid-off employees, prior to their layoff date, job and career advising and information on benefits. Upon request, the University shall provide reasonable access to personal computers, and copiers for use in preparing resumes and cover letters. Employees shall also have access to EAP services during this time period to deal with any stress-related issues. 5. If the work force is to be reduced, it shall be accomplished by layoff and not by any hours reduction. Only by agreement between the employee, University and Union can the regular hours of employees be reduced. 6. If a layoff occurs during a period of unpaid leave, the employee on leave shall receive the same rights under this Agreement upon return to work as other employees. 7. Any employee scheduled to be laid off from his/her present job may request to be transferred into a posted vacant bargaining unit position for which the employee is immediately qualified to perform the required work. 8. Seniority will continue to accrue up to eighteen (18) months during time spent on layoff, and the employee shall retain all seniority accumulated prior to layoff. 9. Employees laid off while serving his/her initial probationary period or employees in a temporary position (an employee hired for a specific project or hired with a defined end date) will not be entitled to placement, bumping or recall rights.
Additional Wet Weather Procedure 14.15.1 Remaining On Site a) for more than an accumulated total of four hours of ordinary time in any one day; or b) after the meal break, as provided for in clause 17.1 of the Award, for more than an accumulated total of 50% of the normal afternoon work time; or c) during the final two hours of the normal work day for more than an accumulated total of one hour, the Enterprise will not be entitled to require the employees to remain on site beyond the expiration of any of the above circumstances.
New Procedures New procedures as to who shall provide certain of these services in Section 1 may be established in writing from time to time by agreement between the Fund and the Transfer Agent. The Transfer Agent may at times perform only a portion of these services and the Fund or its agent may perform these services on the Fund's behalf;

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