Third Party Replacement Offer Sample Clauses

Third Party Replacement Offer. (a) Subject to Sections 14.1(b) and 16.2(h), if none of the Offerees wish to accept the Second Offer, any of the Offerees may deliver to the Offeror, within the time limited for the acceptance of the Second Offer, a cash offer (the “TP Offer”) of a third party, acceptable to the Offerees (the “Third Party”) to purchase the MVS which would have been converted into Converted Shares for sale to the Arm’s Length Buyer, or to purchase the Converted Shares that would otherwise have been sold to the Arm’s Length Buyer, and otherwise on terms and conditions at least as favourable to the Offeror as those contained in the Offer. The provisions of Section 11.1, other than Section 11.1(b)(i), shall apply mutatis mutandis to the TP Offer. (b) The Offeror shall, subject to Section 8.4, 8.5, 14.1(b) and 16.2(h), forthwith accept any TP Offer delivered to the Offeror in accordance with Section 11.2(a) and shall complete the sale to the Third Party in accordance with the TP Offer. (c) If the Third Party defaults under the TP Offer and fails to complete the transaction resulting from the acceptance by the Offeror of the TP Offer and if the Offeror shall obtain another offer from an Arm’s Length Buyer for the Converted Shares within 6 months from the date set for the closing in the TP Offer, then the Offeror shall not be obliged to make a Second Offer pursuant to Section 11.1 in relation to such other offer. (d) If the aggregate purchase price paid by the Third Party to the Offeror for the MVS or the Converted Shares of the Offeror, as the case may be, exceeds that offered by the Arm’s Length Buyer, the Offeror shall pay one-half of the amount of such excess in cash to the Offerees on the date of closing of the sale pursuant to the TP Offer as a finders fee; such amount to be paid to the Offerees on a pro rata basis in the proportion that the number of MVS held by each Offeree bears to the number of MVS held by all of the Offerees.
Sample 1
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Related to Third Party Replacement Offer

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