Offer to Company Sample Clauses

Offer to Company. If the Stockholder receives from an Offeror a Third Party Offer for any or all of the Company Securities, then before accepting such Third Party Offer, the Stockholder shall first offer to the Company the Company Securities proposed to be Transferred at an offering price that shall be the same as, and on the same terms and conditions as, those contained in the Third Party Offer, or if the Third Party Offer provides for non-cash consideration or other terms and conditions not practically obtainable by the Company, then for consideration and upon terms and conditions substantially equivalent to those contained in the Third Party Offer. The offer shall be made by a written offer notice to the Company, which offer notice shall be accompanied by a copy of the Third Party Offer and shall describe the identity and background of the Offeror. The Company shall have thirty (30) days after the date of receipt of such offer notice (the "Election Period") within which to elect to purchase all of the Company Securities proposed to be Transferred. Such election shall be made by a written notice of election given to the Stockholder by or on behalf of the Company. In such notice of election, the Company shall set a closing date not more than thirty (30) days after expiration of the Election Period.
Sample 1
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Offer to Company. Within [NUMBER] days after receipt of such notice, the Company may, at its option, elect to purchase all, but not less than all, of the Withdrawing Stockholder's shares. The Company shall exercise its option to purchase by giving written notice thereof to the Withdrawing Stockholder within said [NUMBER] day period. Such written notice shall specify a date for the closing of the purchase, which shall not be more than [NUMBER] days after the date of the giving of such notice. The purchase price for the shares to be paid by the Company and terms of payment therefore shall be as set forth in Paragraph 3 hereof.
Sample 1
Offer to Company. The Company may, within 30 days of receipt of the Offer Notice, elect to purchase all of the Offered Shares, at the price determined in accordance with Section 3.3.
Sample 1
Offer to Company. In the event that the other Members do not elect to purchase all the subject Ownership Interests at the end of the Member Option Period, then for a period of ten (10) days after the end of the Member Option Period (the "Company Option Period") the Company shall have the right to purchase the remaining Ownership Interest. The purchase price shall be the price stated in Section 11.4.1.
Sample 1
Offer to Company. If Agent wishes to transfer all or any part of its Shares of the Company (hereinafter "Offeror"), other than as permitted above, Agent must first submit a written offer to sell such Shares to the Company at the same price per share and upon the same terms and conditions offered by a bona fide prospective purchaser of such Shares (the "Bona Fide Offer"). Such written offer to the Company will continue to be a binding offer to sell until: (1) expressly rejected by an officer or Director of the Company acting pursuant to resolution formally adopted by a majority of the outstanding Common Stock (excluding shares held by the offeror); or (2) the expiration of a period of thirty (30) days after delivery of such written offer to the Company, whichever will first occur.
Sample 1
Offer to Company. The Selling Stockholder shall give to Company and all Investors written notice (the "Notice") of his or her intention to sell the Shares (the "Offered Shares"), which Notice shall specify the following: i. Name, address and telephone number of the proposed purchaser; ii. Price and proposed terms of payment; iii. Number of Shares to be purchased; iv. Date of proposed sale; and v. All other material terms of the sale.
Sample 1
Offer to Company. The Selling Shareholder shall give to Company and all Investors a written notice (the "NOTICE") of its intention to sell the Shares (the "OFFERED SHARES"), which Notice shall specify the following: i. Name, address and telephone number of the proposed purchaser; ii. Price and proposed terms of payment; iii. Number of Shares to be purchased; iv. Date of proposed sale; and v. Any other material terms of the sale. Company shall then have the right to purchase all the Offered Shares in accordance with the terms set forth in the Notice; PROVIDED, HOWEVER, that Company must notify the Selling Shareholder within five (5) days of its receipt of such Notice of its intention to purchase all the Offered Shares.
Sample 1
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Offer to Company. Except as otherwise provided in Section 9.04 and 9.05, if any Member shall at any time after the fifth (5th) anniversary of the Effective Date, desire to Dispose of all (but not less than all) of the Member’s Units (the “Selling Member”), the Selling Member shall give written Notice of such intent to the Company and the other Members. The Units of the Selling Member shall thereupon be subject to the option on the part of the Company to purchase the Units at a price determined in accordance with Section 9.03(c) below. The Company must exercise its option hereunder, if at all, by giving Notice of exercise to the Selling Member within seventy-five (75) days of the date the Notice was delivered to the Company and the other Members, and any sale pursuant to this Section 9.03(a) shall be consummated on a date on or before ninety (90) days after the date the Notice was delivered. If the Company elects not to purchase the Units of the Selling Member as provided herein within the seventy-five (75) day period, the Company’s option to purchase the Units shall terminate and be of no further force or effect.
Sample 1

Related to Offer to Company

  • Notice to Company Indemnitee shall provide to the Company prompt written notice of any Proceeding brought, threatened, asserted or commenced against Indemnitee with respect to which Indemnitee may assert a right to indemnification hereunder; provided that failure to provide such notice shall not in any way limit Indemnitee’s rights under this Agreement.

  • Repayment to Company Any moneys or Governmental Obligations deposited with any paying agent or the Trustee, or then held by the Company, in trust for payment of principal of or premium, if any, or interest on the Securities of a particular series that are not applied but remain unclaimed by the holders of such Securities for at least two years after the date upon which the principal of (and premium, if any) or interest on such Securities shall have respectively become due and payable, or such other shorter period set forth in applicable escheat or abandoned or unclaimed property law, shall be repaid to the Company on May 31 of each year or upon the Company’s request or (if then held by the Company) shall be discharged from such trust; and thereupon the paying agent and the Trustee shall be released from all further liability with respect to such moneys or Governmental Obligations, and the holder of any of the Securities entitled to receive such payment shall thereafter, as a general creditor, look only to the Company for the payment thereof.

  • Successor to Company The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.

  • Condition to Company Action The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

  • Covenant to Comply with Applicable Laws Upon Repurchase of Notes In connection with any repurchase offer, the Company will, if required: (a) comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act; (b) file a Schedule TO or any other required schedule under the Exchange Act; and (c) otherwise comply with all federal and state securities laws in connection with any offer by the Company to repurchase the Notes; in each case, so as to permit the rights and obligations under this Article 15 to be exercised in the time and in the manner specified in this Article 15.

  • Company The term “

  • Benefit to Guarantor Guarantor's guaranty pursuant to this Guaranty Agreement reasonably may be expected to benefit, directly or indirectly, Guarantor.

  • Restrictions on Transfer; Shell Company Subscriber understands the Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Subscriber understands the Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificates or book-entries representing the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration. Subscriber agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Shares. Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Shares until one year following consummation of the initial business combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

  • Information as to Company 10 7.1. Financial and Business Information............................................................... 10 7.2. Officer’s Certificate ........................................................................................ 12 7.3. Inspection ....................................................................................................... 12 8.

  • Restriction on Transfer, etc Unless it is expressly permitted in this Agreement, you will not sell, transfer, assign, mortgage, enter into a derivative transaction concerning, or otherwise deal in any way with your escrow securities or any related share certificates or other evidence of the escrow securities. If a Securityholder is a private company controlled by one or more principals (as defined in section 3.5 of the Policy) of the Issuer, the Securityholder may not participate in a transaction that results in a change of its control or a change in the economic exposure of the principals to the risks of holding escrow securities.

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