Offer to Acquire Sample Clauses

Offer to Acquire. If a Member desires to sell a Membership Interest to another Person, such Member shall obtain from such Person a bona fide written offer to purchase such Membership Interest, stating the terms and conditions upon which the purchase is to be made. Such Member shall give written notification to the other Members of his, her or its intention to sell such Membership Interest and a copy of such bona fide written offer.
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Offer to Acquire. 24.4.1 Notwithstanding the provisions of Articles 22.3, 23.3, 24.2, and 24.3, if the Company could be dissolved early for one of the reasons set out in Article 22.1 or if the Performing Party has requested in writing pursuant to Article 23.1 that the Company be dissolved, a Party (the “Offeror”) may, before the appointment of a Liquidation Committee, make an irrevocable offer to purchase the other Parties’ interest (the “Offer”) in the following terms to the other Parties (the “Offeree”). The Offer shall be made by the delivery of a written notice to the other Parties, and shall specify a purchase price. Offeree may elect either to: (A) sell its whole interest in the Company to Offeror; or (B) purchase the whole interest of the Offeror in the Company at an equivalent pro-rata price. 24.4.2 Offeree shall give Offeror written notice of its election within thirty (30) days of receiving the Offer, and shall be deemed to have elected to sell its interest if it fails to give such notice. All necessary steps in connection with the transfer of any interest, and payment for it, shall be completed as soon as possible, subject to the review of the Approval Authority. If more than one Offer is made, such Offers shall be handled in accordance with the principle “first in time, first in right”.
Sample 1
Offer to Acquire. (a) The Investor offers to acquire (and agrees to accept) from the Founder Shareholder the interest in the Acquisition Shares for the Acquisition Price on the terms set out in this agreement. (b) The Founder Shareholder may accept the Investor’s offer by notice to the Investor (and the Company is authorised to confirm acceptance to the Investor on the Founder Shareholder’s behalf). The Founder Shareholder’s delivery of an executed share transfer to the Investor will in any event be taken as evidence of acceptance. (c) If the Founder Shareholder accepts the Investor’s offer, on Completion the Founder Shareholder must sell, and the Investor must buy, the Acquisition Shares for the Acquisition Price free and clear of all Encumbrances. (d) The Founder Shareholder will sell the Acquisition Shares to the Investor together with all rights attached to them as at Completion and title to and risk in the Acquisition Shares will pass to the Investor. (e) The Investor confirms that the Company has not provided any financial product advice nor made any recommendations nor provided any statement of opinion that has influenced it in making a decision in relation to the acquisition of the Acquisition Shares. (f) The Investor agrees to be bound by the Constitution and the Shareholders Agreement as an ‘Investor Shareholder’.
Sample 1
Offer to Acquire. If the Company and the Selling Member are unable to agree on the terms and conditions of a sale of such Selling Member's Membership Interest, the Selling Member may, for a period of up to one hundred and eighty (180) days thereafter, seek a third party purchaser of such Membership Interest. If the Selling Member obtains an interested purchaser for such Selling Member's Membership Interest, such Selling Member shall obtain from such third party a binding, written BONA FIDE offer (the "Offer") to purchase such Membership Interest, stating the terms and conditions upon which the purchase is to be made. Such Member shall give written notification to the Company of its intention to sell such Membership Interest and a copy of such Offer.
Sample 1
Offer to Acquire. 25.2.1 Notwithstanding the provisions of Articles 23.2 and 24.1.2(2), a Party (the “Offeror”) may, before the appointment of a liquidation committee, make an irrevocable offer to purchase the other Party’ Equity Interest (the “Offer”) in the following terms to the other Party (the “Offeree”). The Offer shall be made by the delivery of a written notice to the other Party, and shall specify a purchase price. Offeree may elect either to: (1) sell its whole Equity Interest in the Company to Offeror at the specified purchase price; or (2) purchase the whole Equity Interest of the Offeror in the Company at an equivalent pro-rata price. 25.2.2 Offeree shall give Offeror written notice of its election within thirty (30) days of receiving the Offer, and shall be deemed to have elected to sell its Equity Interest if it fails to give such notice. All necessary steps in connection with the transfer of any Equity Interest, and payment for it, shall be completed as soon as possible, subject to the review of the Approval Authority.
Sample 1
Offer to Acquire. If after the second anniversary of the date hereof,a Member desires to sell a Membership Interest to another Person which is not affiliated with such Member such Member shall obtain from such Person a bona fide written offer to purchase such Membership Interest, stating the terms and conditions upon which the purchase is to be made. Such Member shall give written notification to the other Members ofits intention to sell such Membership Interest and a copy of such bona fide written offer. No Member shall have the right to offer /its Membership Interest pursuant to this Section 9.7 until after a date two (2) years from the date hereof.
Sample 1
Offer to Acquire. The Company shall give the Investor written notice of any offer which is proposed to be made to all or any Shareholders to purchase from them any of their Shares forthwith upon the Company becoming aware of the same.
Sample 1
Offer to Acquire 
Sample 1

Related to Offer to Acquire

  • Offer Preparation of this Lease by either Lessor or Lessee or Lessor's agent or Lessee's agent and submission of same to Lessee or Lessor shall not be deemed an offer to lease. This Lease is not intended to be binding until executed and delivered by all Parties hereto.

  • No Offer to Sell Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

  • Offers 1. No Offer made by XXXXX shall be binding with regard to price, contents, execution, delivery times, availability etc., unless stated otherwise by XXXXX in writing. If a non-binding Offer is accepted by the Purchaser, XXXXX may withdraw the Offer within two working days of receipt of the Purchaser’s acceptance of the Offer in writing. 2. Subject to article 2(1) of the Sales Conditions, an Offer shall remain valid for sixty working days after the day the Offer was made, unless stated otherwise by XXXXX in writing.

  • Business Combination In the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company will provide the following to FINRA and the Representative prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” (as such term is defined in Rule 5110 of FINRA’s Rules) with respect to the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in any proxy or tender offer statement which the Company files in connection with the Business Combination.

  • Tender As soon as practicable upon completion of the Developer decision process and satisfaction of Security posting requirements described in Section 25.8 of Attachment S, acceptance by the Developer of its Attachment S cost allocation, the ISO shall tender to the Developer and Connecting Transmission Owner a draft LGIA together with draft appendices completed to the extent practicable. The draft LGIA shall be in the form of the ISO’s Commission-approved LGIA, which is in Appendix 4 to this Attachment X. Within six (6) months after the date the ISO tenders the draft LGIA, the Developer must have satisfied the applicable regulatory milestone described in Section 25.6.2.3.1

  • Directly or Indirectly Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

  • Voting Securities any securities of the Company that vote generally in the election of directors.

  • Business Combination Vote It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such shareholder approval.

  • Offer Price “Offer Price” is defined in Recital A of the Agreement.

  • Equity Interests With respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.