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.
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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.
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Offer Procedure. (a) If a Party (in this Section, the “Offeror”) is required by Section 4.1 or 4.2 above to offer an opportunity to the other Party (in this Section, the “Offeree”) the Offeror shall, as soon as practicable, and in any event not less than [ * ] prior to the date on which the Offeree would be required to fund its investment, provide written notice to the Offeree (an “Investment Notice”) which shall describe the nature, form and amount of the offered investment in sufficient detail to enable the Offeree to reasonably determine whether it wishes to participate in the proposed investment.
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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.
Sample 1
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.
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Related to Offer Procedure

  • 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 Any successor Owner Trustee, however appointed, will execute and deliver to the predecessor Owner Trustee an instrument accepting such appointment, and such other documents of transfer as may be necessary, and thereupon such successor Owner Trustee, without further act, will become vested with all the estates, properties, rights, powers, duties and trust of the predecessor Owner Trustee in the trust hereunder with like effect as if originally named an Owner Trustee herein and the predecessor Owner Trustee will be fully discharged of its duties and obligations to serve as Owner Trustee hereunder. The predecessor Owner Trustee shall promptly deliver to the successor Owner Trustee all documents, statements and monies held by it under this Agreement. The successor Owner Trustee shall promptly file an amendment to the Certificate of Trust with the Secretary of State identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware.

  • 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.

  • 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;

  • Transmittal Procedures You and each Selling Agent, including customer carrying broker/dealers, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors.

  • Compliance with Tender Offer Rules Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the stockholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 6.3(d).

  • Sale Procedure 31 22.2 Application of Proceeds of Sale..............................34 22.3

  • AML Procedures1 4.1 Consistent with the services provided by DST and with respect to the ownership of Shares in the Fund for which DST maintains the applicable Fund shareholder information, DST shall:

  • Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures (a) On each Auction Date, the provisions of the Auction Procedures will be followed by the Auction Agent for the purpose of determining the Applicable Rate for the of APS, for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction."

  • Payment and Purchase Procedure The Purchase Price shall be paid simultaneously with Investor’s delivery of this Subscription Agreement. Investor shall deliver payment of the Purchase Price of the Subject Offered Shares in the manner set forth in Section 8 hereof. Investor acknowledges that, in order to subscribe for Offered Shares, Investor must comply fully with the purchase procedure requirements set forth in Section 8 hereof.

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