RIGHT TO MATCH OFFER Sample Clauses

RIGHT TO MATCH OFFER. During such period as Section 4 shall be effective, in the event a third party makes a bona fide tender or exchange offer (a "Bona Fide Offer") to purchase a majority of the issued and outstanding shares of Common Stock or to effect a merger or share exchange in which the acquisition of substantially all of the assets or similar transaction involving the Company, then not withstanding the provisions of Section 4, Mutual shall be permitted to make a competing offer (the "Mutual Offer") to the Board of Directors of the Company. Upon the receipt of any Bona Fide Offer, the Board of Directors shall establish a special committee (the "Special Committee"), consisting of members of the Board of Directors that are neither members of the Company's management nor members of the Board of Directors designated by Mutual pursuant to the terms of Section 7 hereof. The Special Committee shall determine whether it is advisable and in the best interest of the Company to solicit additional offers from any other party or parties, shall retain any legal or financial advisory services deemed necessary or advisable to assist it in its analysis of the Bona Fide Offer, the Mutual Offer and any other offers solicited from third parties by the Company, and shall establish any procedures deemed necessary or advisable to regulate the process pursuant to which the Company entertains and analyzes the competing offers. The Special Committee shall analyze each such offer and shall make a recommendation to the entire Board of Directors with respect to whether any such offer is one that the Company should recommend to its shareholders. If the Special Committee shall determine that the value of the Bona Fide Offer or any other offer solicited from a third party is greater than the value of the Mutual Offer, then Mutual shall have the opportunity to amend the Mutual Offer to match or exceed the value of the higher offer and each of the other parties that has submitted an offer to the Company shall have the right to submit a revised offer to the Company. If the Special Committee shall determine that, after the Company shall have received the final offer from each such party, the value of the Mutual Offer is equal to or greater than any other offer received by the Company and that the Mutual Offer is advisable and in the best interest of the Company's shareholders, then, notwithstanding the provisions of Section 4(a) hereof to the contrary, Mutual shall be permitted to take any action deemed ne...
Sample 1
AutoNDA by SimpleDocs
RIGHT TO MATCH OFFER. Notwithstanding the provisions of Clause 8(b)(i)(D), if the offer price received by the Transferor in connection with a third party offer is no more than seven and one-half percent (7.5%) greater than the offer price of the Offer made by PageNet, then PageNet shall have the right, within ten (10) business days after the Transferor notifies PageNet of such third party offer, to make an Offer that matches the offer price and is on terms as favorable as the third party offer. If PageNet makes such an Offer, such Offer shall be accepted by the Transferor.
Sample 1
RIGHT TO MATCH OFFER. After the expiration of the six (6) month period following the date of this Agreement, in the event a Member elects to transfer its interest in the Company (other than to an Affiliate as provided in Section 7.2 or as provided in Article VIII), it shall notify the other Member in writing (the "Transfer Notice") of such intent, specifying all terms and conditions of the transaction including the identity of the proposed transferee. The non-selling Member shall have a period of sixty (60) days following receipt of the Transfer Notice to notify the selling Member in writing (the "Consent Notice") whether it consents to such transfer. In the event that the non-selling Member does not consent to such transfer, the Consent Notice must specify whether (i) the non-selling Member will purchase the interest being offered for sale by the selling Member, under the same terms and conditions described in the Transfer Notice, or (ii) if they elect to liquidate the Company in accordance with Section 8.3. In the event the non-selling Member elects to acquire the selling Member's interest, the Consent Notice shall specify a closing date in accordance with the requirements of Section 7.3(b).
Sample 1
RIGHT TO MATCH OFFER. If at any time up to one (1) year after the expiry of the Initial Fixed Term or any renewal thereof or termination (including, without limitation, termination pursuant to Section 7 hereof), the CLIENT obtains an offer from a third party to provide services similar to those provided by CDPI pursuant to this Agreement, the CLIENT shall, prior to accepting such offer, give written notice thereof to CDPI, which notice shall include the terms and conditions of the offer. CDPI shall, within thirty (30) days of receiving the notice, send written confirmation to the CLIENT of its intention to agree or refuse to provide the CLIENT with similar services, on similar terms and conditions, as those contained in the offer. The CLIENT may not enter into any agreement with respect to services similar to those provided by CDPI under this Agreement unless it has first notified CDPI in accordance with this clause and CDPI has refused to provide the services or has not replied to the CLIENT within the aforementioned thirty (30) days.
Sample 1
RIGHT TO MATCH OFFER. Customer grants to FEE the right, in FEE's sole discretion, to match any offer which Customer receives, or intends to make or accept, relating to any services under this Agreement upon any termination thereof. Customer agrees to give FEE written notice of any such offer and FEE shall respond to such offer within 10 days from the date of receipt.
Sample 1

Related to RIGHT TO MATCH OFFER

  • Right to Match (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders the Board may, subject to compliance with Article 7 and Section 8.2, enter into a definitive agreement with respect to such Superior Proposal, if and only if:

  • Right to Make Copies DSI shall have the right to make copies of the Deposit Materials as reasonably necessary to perform this Agreement. DSI shall copy all copyright, nondisclosure, and other proprietary notices and titles contained on the Deposit Materials onto any copies made by DSI. With all Deposit Materials submitted to DSI, Depositor shall provide any and all instructions as may be necessary to duplicate the Deposit Materials including but not limited to the hardware and/or software needed.

  • Right to Reject Orders or Cancel Sales All orders, whether initial or additional, are subject to acceptance by and shall only become effective upon confirmation by the Company, which reserves the right to reject any order. Orders not accompanied by an executed Subscription Agreement and the required check or wire transfer in payment for the Shares may be rejected. Issuance and delivery of the Shares will be made only after actual receipt of payment therefor. If any check is not paid upon presentment, or if the Company is not in actual receipt of clearinghouse funds or cash, certified or cashier’s check or the equivalent in payment for the Shares within 15 days of sale, the Company reserves the right to cancel the sale without notice. In the event an order is rejected, canceled or rescinded for any reason, the Dealer agrees to return to the Dealer Manager any commission theretofore paid with respect to such order.

  • Right to Sell Assignor may not Transfer any interest in the Development Xxxxx, the Subject Interests or any part thereof or any undivided interest therein in violation of Section 11.04. Subject to Section 11.02 and 11.04, Assignor may from time to time Transfer, mortgage or pledge its interest in the Development Xxxxx, the Subject Interests, or any part thereof or undivided interest therein, if and only if (i) such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; (ii) solely in connection with a Transfer other than a Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has caused the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer; and (iii) in connection with any Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts to cause the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by Assignee. For the avoidance of doubt, nothing in this Section 11.01(a) is intended to permit any assignee, purchaser, transferee or grantee to acquire any interest in the Development Xxxxx, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee shall not be required to recognize any purported Transfer, mortgage or pledge not made in conformance with this Section 11.01(a) and, notwithstanding any such purported Transfer, mortgage or pledge, Assignor shall remain obligated under this Conveyance just as if such Transfer, mortgage or pledge attempt had not been made and Assignee shall continue to deal with Assignor to the exclusion of the purported transferee. Further, to the extent permitted by applicable Legal Requirements, any purported Transfer not made in conformance with this Section 11.01(a) shall be void and of no effect.

  • Right to Purchase The right of the Seller to purchase all of the Mortgage Loans pursuant to Section 9.01 hereof shall be conditioned upon the Pool Scheduled Principal Balance of the Mortgage Loans being less than $40,000,698.76 (10% of the Cut-Off Date Aggregate Principal Balance) at the time of any such purchase.

  • 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.

  • Right to Offset If We make a claim payment to You or on Your behalf in error or You owe Us any money, You must repay the amount You owe Us. Except as otherwise required by law, if We owe You a payment for other claims received, We have the right to subtract any amount You owe Us from any payment We owe You.

  • Right to Prepay The Borrower shall have the right at its option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.4.2 below or in Section 5.6 [Additional Compensation in Certain Circumstances]):

  • Offer to Prepay Notes The offer to prepay Notes contemplated by subparagraphs (a) and (b) of this Section 8.7 shall be an offer to prepay, in accordance with and subject to this Section 8.7, all, but not less than all, the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”). If such Proposed Prepayment Date is in connection with an offer contemplated by subparagraph (a) of this Section 8.7, such date shall be not less than 20 days and not more than 30 days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the 20th day after the date of such offer).

  • Right to Participate in Defense Without limiting Section 10.3.2(a), any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party's own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2(a) (in which case the Indemnified Party shall control the defense).

Time is Money Join Law Insider Premium to draft better contracts faster.