RECEIPT OF OFFER. If a Shareholder (hereinafter referred to in this Article as the “Offeror”) receives a bona fide offer (hereinafter referred to in this Article as the “Initial Offer”) from any person (hereinafter referred to in this Article as the “Third Party”) dealing at Arm’s-length with the Offeror, to purchase all of the Common Shares owned by the Offeror, which is acceptable to the Offeror, the Offeror shall send a true copy of the Initial Offer and a notice (hereinafter referred to in this Article as the “Subsequent Offer”) to the other Shareholder offering to sell such shares (such shares being hereinafter referred to in this Article as the “Purchased Shares”) to the other Shareholder (hereinafter referred to in this Article as the “Offeree”) on the same terms and conditions (including, without limitation, the purchase price) as are contained in the Initial Offer. The Offeree shall be entitled to accept the Subsequent Offer within ( ) days from the date upon which such notice was received by the Offeree.
RECEIPT OF OFFER. If at any time after the date hereof any of the Xxxxx Stockholders and JJ Stockholders shall at any time desire to sell all or a portion of the Corporation Securities owned by such Stockholder (the "Offered Corporation Securities"), other than a Transfer of up to that number of Corporation Securities that such Stockholder is permitted (or would be permitted) to sell in reliance upon Rule 144 of the Securities Act pursuant to Section 2.2(i) of this Agreement, a Transfer to a Permitted Transferee pursuant to Section 2.2 (ii) of this Agreement, or a Transfer of Corporation Securities registered under the Securities Act, and shall have received a bona fide written offer for the purchase thereof, with a proposed closing required within a reasonable time (an "Offer"), which such Stockholder desires to accept, such Stockholder (the "Selling Stockholder") shall within five (5) days thereafter transmit executed or true and correct photostatic copies of the Offer to each of the other Stockholders (the "Remaining Stockholders") and to the Corporation. For purposes of this Section 2.4, if any portion of the purchase price for the Offered Corporation Securities is payable in property other than in cash or a promissory note (the "Non-Cash Portion") the Non-Cash Portion shall be valued at its fair market value on the date of the Offer, and shall be payable by the Remaining Stockholders in cash in accordance with the payment terms set forth in the Offer. The fair market value of the Non-Cash Portion shall be mutually determined by the Selling Stockholder on the one hand, and the Remaining Stockholders, on the other. If the two sides cannot agree on the fair market value of the Non-Cash Portion within a fifteen (15) day period, the two sides shall mutually select an appraiser to value such property. The option periods set forth in Section 2.4(b) and (c), and 2.5 shall not begin to run until the parties have assigned a value to the Non-Cash Portion.
RECEIPT OF OFFER. SPECIMEN
RECEIPT OF OFFER. If at any time after the date hereof any Stockholder shall at any time desire to sell all or a portion of the Corporation Securities owned by such Stockholder (the "OFFERED CORPORATION SECURITIES"), other than a Transfer of up to that number of Corporation Securities that such Stockholder is permitted (or would be permitted) to sell in reliance upon Rule 144 of the Securities Act pursuant to Section 2.2(i) of this Agreement, a Transfer to a Permitted Transferee pursuant to Section 2.2 (ii) of this Agreement, or a Transfer of Corporation Securities registered under the Securities Act, and shall have received a bona fide written offer for the purchase thereof, with a proposed closing required within a reasonable time (an "OFFER"), which such Stockholder desires to accept, such Stockholder (the "SELLING STOCKHOLDER") shall within five (5) days thereafter transmit executed or true and correct photostatic copies of the Offer to each of the other Stockholders (the "REMAINING STOCKHOLDERS") and to the Corporation. For purposes of this Section 2.3, if any portion of the purchase price for the Offered Corporation Securities is payable in property other than in cash or a promissory note (the "NON-CASH PORTION") the Non-Cash Portion shall be valued at its fair market value on the date of the Offer, and shall be payable by the Remaining Stockholders in cash in accordance with the payment terms set forth in the
RECEIPT OF OFFER. At any time prior to the expiration of the Option Period, if Corporation receives an offer from a third party who is interested in purchasing Corporation or substantially all of its assets, then Corporation's board of directors will consider the offer in accordance with its fiduciary obligations and will decide whether to recommend the offer to the shareholders of Corporation, including Rockford.
RECEIPT OF OFFER. If any party to this Agreement should receive a bona fide offer from an independent third party (the "Proposed Optionee") dealing at arm's length with such party, to purchase all or part of the party's interest in the Claims or this Agreement which offer it desires to accept, or if a party intends to sell or otherwise dispose of all or substantially all of its interest in the Claims, that Party (the "Selling Participant") shall first offer (the "Offer") such interest in writing to the other Party (the "Remaining Participant") upon terms no less favourable than those offered by the Proposed Optionee or intended to be offered by the Selling Participant, as the case may be.
RECEIPT OF OFFER. In the event a Member (the "Selling Member") ---------------- receives a bona fide written offer (the "Third Party Offer") from a third party (the "Third Party Offeror") desiring, to purchase all or any portion of the Selling Member's Interest (the "Offered Interest") and the Selling Member desires to sell such Offered Interest pursuant to such offer, the Selling Member shall first offer in writing to sell all of its Interest (not just that subject to the Third Party Offer) to the other Member (the "Non-selling Member"), on the terms and conditions described in this Section 13.4.
RECEIPT OF OFFER. For the purposes of this Agreement, if an offer is made by a Proposed Transferee pursuant to a tender offer, holders of Shares and Warrants shall be deemed to have received the offer on the date of the commencement of the tender offer pursuant to Rule 14d-2 under the Exchange Act.
RECEIPT OF OFFER. If a Participant should receive a bona fide offer from an independent third party (the "Proposed Purchaser") dealing at arm's length with the Participant, to purchase all or part of the interest of that Participant in the Property, which offer it desires to accept, or if a Participant intends to sell or otherwise dispose of all or substantially all of its interest in the Property, the Participant (the "Selling Participant") shall first offer (the "Offer") such interest in writing to the other Participant (the "Remaining Participant") upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by the Selling Participant, as the case may be.
RECEIPT OF OFFER. If a Member (individually, a "Transferor") receives a bona fide written offer (the "Transferee Offer") from any other Person (a "Transferee") to purchase all or any portion of the Transferor's Interest (the "Transferor "Interest") then, prior to any Transfer of the Transferor Interest, the Transferor shall give the remaining Members (the "Remaining Members") written notice (the "Transfer Notice") containing each of the following:
(i) the Transferee's identity;
(ii) a true and complete copy of the Transferee offer; and
(iii) the Transferor's offer (the "Offer") to sell the Transferor Interest to the Remaining Members for a total price equal to the price set forth in the Transferee Offer (the "Transfer Purchase Price"), which shall be payable on the terms of payment set forth in the Transferee Offer.
