Third Party Offers Clause Samples

Third Party Offers. If the Participant receives a bona fide written offer (“Offer”) from a third party to purchase some or all of the Vested Shares registered in his name and the Participant desires to accept that offer (except for a Permitted Transfer), the Participant shall give written notice to the Company (the “Sale Notice”) of his desire to transfer such Vested Shares and, in that event, the Company shall have the rights granted herein.

Third Party Offers. In the event none of the Non-Transferring Shareholders exercise their respective options granted hereunder to purchase all of the shares owned by the Transferring Shareholder, after having been given notice, then the Transferring Shareholder shall have the right to sell all of the shares to the prospective purchase set forth within the Transfer Notice (the “Third Party”). The Transferring Shareholder, who received and is willing to accept an arms-length, bona fide, written offer from a Third Party to purchase all, but not less than all, of the Shares then owned by the Transferring Shareholder (the “Third Party Offer”) shall, notwithstanding that the Non-Transferring Shareholders failed to exercise their options under Paragraphs 4(c) hereof, grant successive irrevocable non-assignable rights of first refusal to buy his shares to the Non-Transferring Shareholders. The terms of the Third Party Offer required to be met by the Non-Transferring Shareholders under this paragraph shall not include any non-monetary terms not reasonably and readily performable by the Non-Transferring Shareholders. In the event that the Non-Transferring Shareholders do not exercise their respective rights of first refusal hereunder, the Third Party Offer shall be accepted by the Transferring Shareholder, if at all, within thirty (30) days of the expiration of the Shareholders’ right of first refusal, but only on the exact terms of the Third Party Offer. The Third Party shall execute and promptly deliver to each party hereto, and to the Corporation, at the closing of a sale of Shares to the Third Party, an agreement acknowledging that the Shares it has purchased are and shall remain subject to this Agreement and agreeing to be personally bound hereby; and upon such closing the Third Party shall succeed the Transferring Shareholder as a Shareholder under this Agreement. In the event the Third Party Offer is not accepted by the Transferring Shareholder within thirty (30) days on the exact terms of the Third Party Offer, or if the Third Party does not succeed the Transferring Shareholder as a party to this Agreement, then such transfer shall be of no force and effect.

Third Party Offers. Nothing herein shall prevent GSK or its Affiliates from, in the event that (A) the Board formally acts to cause the Company to (i) enter into a written agreement pursuant to which a Change in Control transaction with a third party is provided for, (ii) amend the Rights Plan (as defined in Section 6.10) in order to render the Rights Plan inapplicable with respect to any third party or (iii) render inapplicable to any third party the restrictions contained in Section 203 of the DGCL or any similar anti-takeover provision or (B) a person or group (within the meaning of 13(d)(3) of the Exchange Act and not including and underwriter in connection with a public offering) (each, a "Third Party Acquiror") acquires 20% or more of the then outstanding Voting Stock (a "Significant Third Party Acquisition"), making an offer to acquire, and acquiring, Equity Securities pursuant to the terms of GSK's offer; provided that GSK's offer must be an offer for 100% of the Voting Stock of the Company that does not include any condition as to financing and includes a condition to consummation of the transaction that a majority of the shares of the then outstanding Voting Stock not owned by GSK or any of its Affiliates or by any such Third Party Acquiror (or its or their Affiliates) shall have accepted the offer by tendering such shares or voting such shares in favor of thereof.

Third Party Offers. (a) From and after the date of this Agreement, until the earlier of the Closing or termination of this Agreement, Seller and Parent shall, and shall cause their respective Affiliates and their respective officers, directors, employees, and other Representatives (including any investment banker, attorney or accountant) to immediately cease any discussions or negotiations with any Persons with respect to any Third Party Acquisition, and neither Seller nor any of its Affiliates shall, nor shall Seller or its Affiliates authorize or permit any of their respective officers, directors, employees, or other Representatives (including any investment banker, attorney or accountant) to, directly or indirectly, encourage, solicit, participate in or initiate any inquiries, discussions or negotiations with or provide any information or access to any Person concerning the Product, or any potential Third Party Acquisition or that may reasonably be expected to lead to any Third Party Acquisition or attempted Third Party Acquisition, or otherwise facilitate any effort or attempt to make or implement a Third Party Acquisition. Seller shall promptly communicate to Purchaser the receipt of any Third Party Acquisition offer that Seller or its Affiliates, or their respective officers, directors, employees, or other Representatives, receive after the date hereof.

Third Party Offers. If the US/Canada Option has not been exercised by Nestlé by [**], the Company may seek potential Third Parties who would be interested in licensing HMPL-004 in the US and/or Canada, including discussing the financial terms of such license. The Company will keep Nestlé updated of such discussions and will notify Nestlé of any formal offer to license HMPL-004 received from any Third Party. For the avoidance of doubt, until the termination of the US/Canada License the Company will not enter or agree to enter into any agreement which may affect or prevent the exercise by Nestlé of the US/Canada Option or the consummation of the US/Canada License.

Third Party Offers. Notwithstanding the exclusive option granted to DSP in Section 8.1 hereof, following the [***] ([***]) [***] of the Effective Date, in the event that Intercept desires to accept or make a bona fide offer from a Third Party for the exclusive development and/or commercialization rights for the Product in countries listed in the first sentence of Section 8.1 (the “Target Country”), Intercept shall immediately notify DSP in writing and indicate the Target Country, desired indications, and provide a summary of the material financial terms and conditions of the offer (the “Third Party Offer Notice”). Within forty-five (45) calendar days of receipt of the Third Party Offer Notice, DSP shall notify Intercept in writing whether or not it wishes to exercise the Country Option for the Target Country (the “Country Exercise Option Notice”). If DSP desires to exercise the Country Option for the Target Country, DSP shall make the payment of the Country Option Fee for the Target Country to a bank account designated by Intercept no later than thirty (30) calendar days following dispatch of the Country Exercise Option Notice. If DSP declines to exercise the Country Option for the Target Country, then Intercept shall be free to negotiate with the Third Party on terms no less materially favorable than those contained in the Third Party Offer Notice; provided that should such negotiations fail, then DSP’s Country Option shall revive with respect to the Target Country.

Third Party Offers. From time to time, third parties may provide you with benefits not related to the extension of Account credit. You acknowledge and agree that we are not liable for these features, services, and enhancements, as they are the sole responsibility of you and/or the third-party provider. We and/or a third party may add, change, or delete entirely these benefits without notice, to the extent permitted by applicable law. You agree to hold us harmless from any claims, actions or damages resulting from your use of any of these features, services, or enhancements, where permitted by applicable law.

Third Party Offers. From time to time, cardholder benefits may be offered through programs sponsored by third parties. These benefits may be subject to certain terms, conditions and exclusions. Bank and/or the third party may add, change or delete entirely these benefits without notice or liability to you.

Third Party Offers. Until the earlier to occur of Completion and Lapse, each Shareholder will notify the Optionee promptly following receipt by such Shareholder of any letter of intent, agreement in principle, tender agreement, support agreement or other similar agreement relating to a potential Third Party Offer. Notwithstanding the foregoing, but save in connection with a potential Permitted F-star Sale Transaction, no Shareholder or the Company shall: (a) initiate, solicit, seek or knowingly encourage or knowingly facilitate (including in each case by way of providing information regarding the Company) any inquiries, proposals or offers with respect to or that could reasonably be expected to lead to, or the making, announcement, submission or the completion of, a Third Party Offer; (b) knowingly participate or knowingly engage in or continue any discussions or negotiations with, or furnish or disclose any non-public information (other than in the ordinary course of business unrelated to a Third Party Offer) relating to the Company, or otherwise knowingly cooperate with, facilitate or assist any person in connection with a Third Party Offer; (c) approve, endorse or recommend, or publicly announce the intent to approve, endorse or recommend, any Third Party Offer; (d) enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to a Third Party Offer; or (e) save as contemplated in this Agreement, effect a transaction that could result in a third party obtaining control of the Company (other than the transactions contemplated by the SPA).