Offer Unacceptable Sample Clauses

Offer Unacceptable. If the Non-Initiating Member does not wish for the Company to make or accept the Offer, the Initiating Member may elect to sell its Interest to the Non-Initiating Member, in which case the Non-Initiating Member must purchase the Initiating Member’s Interest for an amount equal to the amount that would be distributable to the Initiating Member if the Company had accepted the Offer, closed the sale pursuant to such Offer and wound up its affairs pursuant to Section 13. For purposes of the foregoing calculations, the purchase price for a sale shall be reduced by Imputed Closing Costs therefor. The Initiating Member must exercise this option, if at all, by delivering written notice thereof to the Non-Initiating Member within twenty (20) days after the end of the Response Period. The Non-Initiating Member shall pay the Initiating Member cash for its Interest, as the case may be. Closing shall take place on or before the date specified in the Sale Notice, but if the Non-Initiating Member is purchasing the Initiating Member’s Interest, the Non-Initiating Member shall have until 120 days after the Sale Notice in which to close. If the Initiating Member or the Non-Initiating Member defaults at closing, the non-defaulting party shall have the right to bring suit for damages, for specific performance, or exercise any other remedy available at law or in equity. Upon payment at closing, the Initiating Member shall execute and deliver all documents reasonably required to transfer the interest being sold.
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Offer Unacceptable. (1) If the Non-Initiating Member does not wish for the Company, or the Ownership Entity, to make or accept the Offer, the Initiating Member may elect to sell its Interest to the Non-Initiating Member, in which case the Non-Initiating Member must purchase the Initiating Member’s Interest for an amount equal to the amount that would be distributable to the Initiating Member if the Company had accepted the Offer, closed the sale pursuant to such Offer and wound up its affairs pursuant to Section 13.
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Offer Unacceptable. If the Non-Initiating Partner does not desire for the Property Partnerships to accept the Offer or offer the Projects for sale on terms specified in the Offer (or, in the case of terms of sale proposed by the Initiating Partner, for the sale price subsequently determined pursuant to the appraisal requested by the Non-initiating Partner), as the case may be, the Initiating Partner may elect to sell to the Non-Initiating Partner, in which case the Non-Initiating Partner must purchase, the Initiating Partner's Partnership Interest for an amount equal to the amount that would be distributable to the Initiating Partner if the Property Partnerships had sold the Projects pursuant to the terms of such Offer, immediately paid all of their liabilities and Imputed Closing Costs and distributed the net sales proceeds to the Partnership, and the Partnership immediately distributed such proceeds to the Partners (without any recourse) pursuant to Section 8.2. The Initiating Partner must exercise this option, if at all, by delivering written notice thereof to the Non-Initiating Partner within 30 days after the end of the Response Period (or, if the Non-Initiating Partner has requested an appraisal of the Projects, within thirty (30) days after the completion of the appraisal). The Non-Initiating Partner shall pay the Initiating Partner cash for its Partnership Interest. Closing shall take place on or before as specified in the Sale Notice, but if the Non-Initiating Partner is purchasing the Initiating Partner's Partnership Interest, the Non-Initiating Partner shall have until 150 days after the Sale Notice in which to close. If the Initiating Partner or the Non-Initiating Partner defaults at closing, the non-defaulting party shall have the right to bring suit for damages, for specific performance, or exercise any other remedy available at law or in equity. Upon payment at closing, the Initiating Partner shall execute and deliver all documents reasonably required to transfer the interest being sold. If the Non-Initiating Partner fails to deliver such notice within said time period (or fails to deliver any written notice to the Initiating Partner), the Non-Initiating Partner shall be deemed to have consented to the sale of the Projects on the terms of the Offer.
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Offer Unacceptable. If the Non-Initiating Member does not desire for the Company to make or accept the Offer, the Initiating Member may elect to sell such Project or Projects to the Non-Initiating Member, in which case the Non-Initiating Member shall purchase, the Project or Projects covered by such Offer on the terms set forth in the Offer. The Initiating Member must exercise this option, if at all, by delivering written notice thereof to the Non-Initiating Member within ten (10) Business Days after the end of the Response Period. Closing shall take place on or before the date as specified in the Sale Notice, but if the Non-Initiating Member is purchasing the Project or Projects in accordance with the first sentence of this Section 13.2(a), then the Non-Initiating Member shall have until 120 days after the Sale Notice in which to close. If the Initiating Member or the Non-Initiating Member defaults at closing, the non-defaulting party shall have the right to bring suit for damages, for specific performance, or exercise any other remedy available at law or in equity. Upon payment at closing, the Company and the Non-Initiating Member shall execute and deliver all documents reasonably required to transfer the Project or Projects being sold.
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Offer Unacceptable. If the Non-Initiating Members do not wish for the Company to make or accept the Offer, the Initiating Member shall be entitled to purchase the membership interests of the Non-Initiating Members, in which case the Non-Initiating Members must sell their respective membership interests for an amount equal to the aggregate amount that would be distributable to such Non-Initiating Members if the Company had accepted the Offer, closed the sale pursuant to such Offer and wound up its affairs pursuant to this Agreement. The Initiating Member must exercise this option, if at all, by delivering written notice thereof to the Non-Initiating Members within twenty (20) days after the end of the Response Period. The Initiating Member shall pay the Non-Initiating Members cash for their respective membership interests. Closing shall take place on or before the date specified in the Sale Notice. If the Initiating Member defaults at closing, the non-defaulting party shall have the right to bring suit for damages or for specific performance, or to exercise any other remedy available at law or in equity. Upon payment at closing, the Non-Initiating Members shall execute and deliver all documents reasonably required to transfer the Interests being sold.
Sample 1

Related to Offer Unacceptable

  • Offer Notice (i) The Company shall give written notice (the “Offering Notice”) to the Purchaser and the other Forward Contract Parties stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities and the applicable pro rata share of such New Equity Securities offered to the Purchaser pursuant to such Offering Notice.

  • 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.

  • Sell-Off Period Notwithstanding expiration or termination of this Agreement, Fig may continue to exercise its rights under the Distribution License for a period of sixty (60) days following expiration or termination, whereupon Fig shall exercise reasonable efforts to terminate any Fig Sales, and to cause any Distributor of Fig to terminate any such sales. Fig shall exercise reasonable efforts to remove or cause any Distributor of Fig to remove from publication or display any advertising relating to the Licensed Game posted by Fig or any such Distributor within the Sell-Off Period.

  • Agreement Not to Offer or Sell Additional Shares During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company will not, without the prior written consent of WSI (which consent may be withheld at the sole discretion of WSI), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common Shares, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares, other than (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof of which the Underwriters have been advised in writing, (c) grants of restricted Common Shares or restricted common share units pursuant to the Company’s 2008 Long-Term Equity Incentive Ownership Plan, provided that such securities will not vest or become exercisable, as applicable, during the 180-day restricted period without the Representatives’ prior written consent, or (d) any post-effective amendment to a registration statement on Form S-8 effective on the date hereof; provided, however, that prior to the issuance of any of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) below. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.

  • Agreement Not to Offer or Sell Additional Securities During the period commencing on the date hereof and ending on the Closing Date, the Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company similar to the Notes or securities exchangeable for or convertible into debt securities similar to the Notes (other than as contemplated by this Agreement with respect to the Notes).

  • Offer and Acceptance This writing is an offer by us to you which shall remain open for ten (10) days from the date first above written, but after ten (10) days from said date your acceptance hereof shall be deemed a counteroffer to us which we can accept or reject. Upon your acceptance hereof or our acceptance of your counteroffer, then this Agreement shall constitute the sole agreement between us concerning our purchase of your accounts effective as of the date first above written and shall supersede all prior agreements between us on the subject hereof. Your acceptance hereof shall be made by your execution and delivery of this Agreement to us at our office in Los Angeles, California, and our acceptance or rejection of your counteroffer will be made at our office in Los Angeles, California.

  • Delivery Location The Aircraft shall be located at the agreed Delivery Location;

  • Delivery Notice Notice of the Aircraft's Delivery Date, given by the Lessee as provided in Section 3.01 of the Participation Agreement and including any notice with respect to a postponed Delivery Date given by the Lessee pursuant to Section 3.05(c) of the Participation Agreement.

  • Offer Conditions “Offer Conditions” is defined in Section 1.1(b) of the Agreement.

  • Superior Offer “Superior Offer” shall mean a bona fide written Acquisition Proposal not solicited in violation of this Agreement that the Board of Directors determines, in its good faith judgment, after consultation with outside legal counsel and its financial advisor, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Board of Directors deems relevant, and if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions (including after giving effect to proposals, if any, made by Parent pursuant to Section 6.1(b)(i)); provided that for purposes of the definition of “Superior Offer,” the references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “50%.”

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