Third Party Offer to Purchase Clause Samples
The Third Party Offer to Purchase clause outlines the procedures and rights that apply when a third party expresses interest in buying an asset or property covered by the agreement. Typically, this clause requires the seller to notify the other party to the contract of any bona fide offer received from an outside buyer, and may grant the other party a right of first refusal or a matching right to purchase on the same terms. Its core function is to ensure transparency and fairness in the sale process, giving the existing party an opportunity to match external offers and thereby protecting their interests in the transaction.
Third Party Offer to Purchase. (a) If a third party (a "Proposed Purchaser") makes an offer (the "Third Party Offer") to purchase the Common Interest of a Member or Members (each, a "Transferor"), whether such purchase is for cash, stock or other securities, other property, or a combination thereof, and such purchase would enable the Proposed Purchaser to acquire, in one or more transactions, in the aggregate more than 50% of the outstanding Common Percentage Interests, then such Transferor shall not accept such Third Party Offer unless the provisions of Section 7.4(b) and (c) are complied with.
(b) Within three (3) Business days after the issuance of the Third Party Offer to a Transferor, the Proposed Purchaser shall issue in writing to the other Members an offer (the "Tag-Along Offer"). The Tag-Along Offer shall specify the name of the Proposed Purchaser, the amount and type of securities to be purchased by such Proposed Purchaser (the "Offered Securities"), the amount and type of consideration offered for such securities, the anticipated closing date (which shall not be earlier than 30 days from the date of receipt of the Tag-Along Offer by the other Members), and all of the other terms and conditions of such proposed sale, and shall offer the other Members the opportunity whereby such Members, individually, may elect, within 30 days after receipt of the Tag-Along Offer, one of the following alternatives:
(i) If a Common Member, to sell any or all of its Common Interest to the Proposed Purchaser under the same terms and conditions as the Third Party Offer; or
(ii) If a Class A Preferred Member, to sell any or all of its Class A Preferred Interest to the Proposed Purchaser for a purchase price equal to the balance in such Class A Preferred Member's Preferred Capital Account plus all Accrued Preferred Distributions and Arrearages under Section 4.2 hereof; provided, that the Common Capital Accounts shall be adjusted pursuant to Section 3.5(b) hereof and applicable Class A Preferred Capital Accounts shall be adjusted pursuant to Sections 4.7(l) and (m) hereof as though an Equity Event had occurred, in each case solely for purposes of determining the purchase price to be paid to each applicable Class A Preferred Member in such transaction; or
(iii) To take no action and continue to hold its Interest in the Company. The Tag-Along Offer shall constitute an offer by the Proposed Purchaser to include in the proposed purchase:
(A) the amount of Common Interests of the Company, if any, designat...
Third Party Offer to Purchase. If a third party (a "Proposed Purchaser") makes an offer (the "Third Party Offer") to purchase the Common Interest of a Member or Members, and such purchase would enable the Proposed Purchaser to acquire one or more Members' Interests, which Members' Interests include in the aggregate more than 50% in Common Percentage Interest, then within ten Business Days after the issuance of the Third Party Offer to a Member or Members, the Proposed Purchaser shall issue to the other Members an offer (the "Tag-Along Offer") whereby such Members, individually, may elect, within 30 days after receipt of the Tag-Along Offer, one of the following alternatives:
(a) If a Common Member, to sell any or all of its Common Interest to the Proposed Purchaser under the same terms and conditions as the Third Party Offer; or
(b) If a Preferred Member, to sell any or all of its Preferred Interest to the Proposed Purchaser for a purchase price equal to the balance in such Preferred Member's Preferred Capital Account plus all Accrued Preferred Distributions and Arrearages under Section 4.2 hereof; or
(c) To take no action and continue to hold its Interest in the Company.
Third Party Offer to Purchase. If a third party (a "Proposed Purchaser") makes an offer (the "Third Party Offer") to purchase the Interest of a Member or Members, and such purchase would enable the Proposed Purchaser to acquire one or more Members' Interests, which Members' Interests include in the aggregate more than 50% in Percentage Interest, then within ten Business Days after the issuance of the Third Party Offer to a Member or Members, the Proposed Purchaser shall issue to the other Members an offer (the "Tag-Along Offer") whereby such Members, individually, may elect, within 30 days after receipt of the Tag-Along Offer, one of the following alternatives:
(a) To sell any or all of its Interest to the Proposed Purchaser under the same terms and conditions as the Third Party Offer; or
(b) To take no action and continue to hold its Interest in the Company.
Third Party Offer to Purchase. The Company shall not be required to deliver, or cause to be delivered a Fundamental Change Notice if a third party makes an offer upon a Fundamental Change to purchase the Securities in the manner, at the times, and otherwise in compliance with the requirements set forth in this Article VI and such third party purchases all Securities validly tendered and not withdrawn in such offer.