Third Party Offer. (a) Prior to the consummation of any sale of all or any portion of the shares of Common Stock or other Securities held by the Investor to a Third Party, the Investor shall cause each bona fide offer from such Third Party to purchase such shares from the Investor (a “Third-Party Offer”) to be reduced to writing and shall send written notice of such Third-Party Offer (the “Initial Offer Notice”) to the Existing Stockholders and any other Persons who are parties to written agreements with the Investor entitling such stockholders to include shares of Common Stock or other Securities in such sale (the Existing Stockholders and such other stockholders, collectively, the “Company Stockholders”). Each Third-Party Offer shall include an offer to purchase shares of Common Stock or other Securities from the Company Stockholders, in the amounts determined in accordance with Subsection 3.3 of this Section 3, at the same time, at the same price and on the same terms as the sale by the Investor to the Third Party, and according to the terms and conditions of this Agreement. The Initial Offer Notice shall be accompanied by a true copy of the Third-Party Offer (including all material information available to the Investor relating thereto). If a Company Stockholder desires to accept the offer contained in the Initial Offer Notice, such Company Stockholder shall furnish written notice to the Investor, within 15 days after its receipt of the Initial Offer Notice, indicating such Stockholder’s irrevocable acceptance of the offer included in the Initial Offer Notice and setting forth the maximum number of Securities such Stockholder agrees to sell to the Third Party (the “Acceptance Notice”). If a Company Stockholder does not furnish an Acceptance Notice to the Investor in accordance with these provisions by the end of such 15-day period, such Company Stockholder shall be deemed to have irrevocably rejected the offer contained in the Initial Offer
Third Party Offer. Notwithstanding anything contained in this Section 8.12 of this Agreement to the contrary, if the purchase of the Company interest proposed for sale results from an exercise of a right of first refusal by the Company as provided in Section 8.11 of this Agreement, then the purchase price shall be the price in the third party offer.
Third Party Offer. If at any time when the Option remains unexercised with respect to any of the Shares, a general offer to purchase all of the issued shares of the Company is made by a third party, the Company shall use its best efforts to bring such offer to the attention of the Participant as soon as practicable and the Company may, at its option, require the acceleration of the time for the exercise of the Option and of the time for the fulfilment of any conditions or restrictions on such exercise.
Third Party Offer. The Corporation will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 3.02 applicable to an offer made by the Corporation and such third party purchases all Notes properly tendered and not withdrawn under such third party’s offer.
Third Party Offer. During the period from the date of this Agreement until the Closing or the effective date of termination of this Agreement pursuant to the termination provisions of Sections 9.1(a), 9.1(b), 9.1(c), 9.1(d), 9.1(f) or 9.1(g), if the Board of Directors determines in good faith to accept a Superior Proposal, prior to accepting such Superior Proposal, the Company shall first (a) disclose to the Investors the terms and conditions of such Superior Proposal and (b) offer the Investors the opportunity to enter into a transaction with the Company on terms no less favorable to the Company and its stockholders from a financial point of view (including conditions to consummation of the contemplated transactions) than those contained in the Superior Proposal (the "OFFER"). A Majority in Interest of the Investors shall be entitled to notify the Company within five (5) business days of the terms of a transaction with the Company in response to the Offer (a "COUNTER PROPOSAL"). If the terms of the Counter Proposal are determined by the Board of Directors (after consultation with its legal and financial advisors) in good faith to be no less favorable to the Company and its stockholders from a financial point of view (including conditions to consummation of the contemplated transaction) than those contained in the Superior Proposal, then the Company shall accept the Counter Proposal. If the Company does not receive a Counter Proposal from a Majority in Interest of the Investors within such five (5) business day period, the Company may accept the Superior Proposal, provided there are no subsequent material changes to the terms of such Superior Proposal. If the terms of such Superior Proposal are materially changed, such Superior Proposal shall be deemed a new proposal and shall be subject to each of the terms of this Section 8.8. This Section
Third Party Offer. Transfers of a Party’s Ownership Interest will not be permitted unless such Party has complied with this Section 3.3. If any Party intends to Transfer its Ownership Interest (the “Offeror Party”) and such Offeror Party receives a bona fide offer (and “Offer”) from a third party (a “Third Party Transferee”), the Offeror Party must give prompt written notice (“Seller’s Notice”) to the remaining Party (the “Remaining Party”) at least sixty (60) Business Days prior to the closing of such Transfer, stating that the Offeror Party intends to make a Transfer, identifying the name and address of the Third Party Transferee, specifying the number of Ownership Interests proposed to be purchased or acquired directly or indirectly pursuant to the Offer (the “First Refusal Party’s Interests”) and specifying the purchase price per Ownership Interests which the Third Party Transferee has offered to pay for the First Refusal Party’s Interests (the “Sale Price”), which Seller’s Notice will constitute an irrevocable election and offer to sell. The Seller’s Notice must attach a copy of the offer and all key terms of the same (including, without limitation, conditions precedent, form of consideration, any adjustments to the purchase price and non-standard terms, if any). In the event of a Transfer in which the Sale Price is not entirely cash (or the portion of the Sale Price attributable to the Ownership Interests is not readily ascertainable), the Sale Price shall be determined in accordance with Section 3.3.4. The Remaining Party agrees to maintain such offer in confidence and not disclose the same without the prior written consent of the Offeror Party and the Third Party Transferee.
Third Party Offer. If, during the term of this Lease, Xxxxxx should receive a bona fide written offer from a third party to purchase the Hangar, which offer Lessee is inclined to accept, Lessee shall give written notice to County. County shall have the first right of refusal to purchase the Hangar on the same terms and conditions as set forth in such offer. County shall exercise its right to purchase by delivering written notice of intent to purchase to Lessee within thirty (30) days of receipt of Lessee’s notice, and County shall complete the purchase within sixty (60) days of County’s notice of intent to purchase. The closing of such purchase shall effect an automatic termination of this Lease, and Lessee shall have no further obligation to pay rent. Notwithstanding the foregoing, this section shall not apply to any offer from, or the sale or transfer of the Hangar to, (i) any immediate family member of Lessee, if Lessee is an individual, (ii) any immediate family member of an individual who holds a controlling interest in Lessee, if Lessee is a business entity, or (iii) any business entity in which any such immediate family member holds a controlling interest. As used herein, "immediate family member" shall mean a child, grandchild, parent, or sibling.
Third Party Offer. (a) No sale by any Shareholder of any Shares to any Person other than a Permitted Transferee shall be effected except in compliance with this Article and this Agreement.
Third Party Offer. For so long as GM and its Affiliates continue to hold in the aggregate not less than 10% of the issued and outstanding common shares in the capital of the Corporation, in the event that:
Third Party Offer. Any Member (“Selling Member”) who has received a Bona Fide Offer from a Third Party prospective purchaser (“Qualified Purchaser”), to purchase all (but not less than all) of the Selling Member's Membership Interest, before selling any of its Membership Interest, shall first offer the sale thereof to the other Member (the “Remaining Member”) upon the same terms and conditions stated in such Bona Fide Offer (“Right of First Refusal”). To avoid all doubt, any sale of less than all of the Membership Interest of a Member is subject to the prior written consent of the other Member (which may be withheld at the sole and absolute discretion of such other Member), except to the extent any exception contained in Section 7.2 applies, that is, the Transfer is to either a Permitted Managing Member Transferee or a Permitted Non-Managing Member Transferee. Notwithstanding the foregoing or anything else in this Agreement to the contrary no Member may Transfer or permit the Transfer of all or any portion of its Membership Interest or any direct or indirect interest in such Member while any such Transfer previously initiated by another Member is continuing and have not yet been completed or terminated in accordance with the applicable provisions of this Agreement.
