Unsolicited Offer Clause Samples
An Unsolicited Offer clause defines how a party may respond if it receives an offer to purchase or invest in the subject of the agreement from a third party, without having actively sought such an offer. Typically, this clause outlines the procedures the parties must follow, such as notifying the other party, providing details of the offer, and possibly granting a right of first refusal or negotiation period. Its core function is to ensure transparency and fairness in handling unexpected third-party interest, preventing one party from being blindsided by external offers and allowing both parties to address such situations in an orderly manner.
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Unsolicited Offer. In the event the Company or either Common Member receives, after the three (3) year anniversary of the Effective Date, an unsolicited bona fide offer from a third party not affiliated with either the Hersha Member or the Cindat Member to effect a Hotel Sale or a Portfolio Sale (an “Unsolicited Offer”), the recipient of such offer shall promptly deliver it to all other Members and the Company (the “Unsolicited Offer Notice”) and the Common Members shall cooperate diligently and in good faith to determine whether to accept such Unsolicited Offer, including negotiating in good faith with such independent third party to improve such Unsolicited Offer. In the event that after the thirtieth (30th) day following receipt of the Offer Notice by all Common Members, the Unsolicited Offer remains outstanding and the Hersha Member and the Cindat Member have not mutually agreed to accept or reject such Unsolicited Offer, then the Common Member who desires to accept such Unsolicited Offer (the “Selling Member”) may deliver a “Sale Notice” as contemplated by and pursuant to Section 9.1.3 above.
Unsolicited Offer. In the event either Shareholder shall receive an ----------------- unsolicited offer for any or all of its shares in NEWCO (hereinafter in this Section 6 said Shareholder will be referred to as the "Seller") and shall obtain a bona fide written offer (which offer must be accompanied by a good faith deposit in the form of a certified check equal to at least ten percent (10%) of the purchase price) for such interest, which offer shall set forth the name and address of the prospective and beneficial (if any) purchaser, the number of shares to be purchased, the prospective purchase price, and the other terms and conditions of such offer, the Seller may thereupon sell such shares only upon the following terms and conditions: *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
(a) Upon receipt of such written offer which Seller desires to accept, Seller shall send to NEWCO and to the other Stockholder a photocopy of such offer (the "Offer"), together with a photocopy of the accompanying certified check, whereupon the other Shareholder shall have the option to purchase (which option shall be exercised by written notice given to the Seller and NEWCO within sixty (60) days after such notification), all (but not less than all) of the shares offered to be sold by the Seller for the same aggregate price and on the same terms and conditions (except that the closing shall be held at a mutually agreeable place and time within thirty (30) days after the expiration of the option period as defined above) as contained in the Offer.
(b) If, at the end of such time periods as specified herein, the rights under this Article 6 to purchase all of the shares offered to be sold have not been exercised, then the consent of the other Shareholder is deemed to have been given and then, for those shares Seller shall be permitted to accept the Offer within sixty (60) days thereafter for the price and according to the terms and conditions set forth in the Offer; provided however, that the party to whom such shares are to be sold shall first agree to be bound by the provisions of this Article 6.
(c) In the event shares are to be sold to a third party pursuant to this Section 6.4, and as a condition precedent to any such transaction, the Shareholders agree that the Seller shall first obtain from the third party its written consent to be bound ...
Unsolicited Offer. If Fulcrum or any of its Affiliates receives an unsolicited offer from a Third Party for a Change of Control involving Fulcrum (where Fulcrum is the acquired entity), then Fulcrum will (a) provide to Sanofi written notice within [***] of receipt of such offer, (b) allow Sanofi to participate in any resulting process on terms at least as favorable as those terms offered to such Third Party offeror and (c) provide to Sanofi a copy of any data and information with respect to the Exploitation of the Licensed Compounds and Licensed Products not previously provided to Sanofi; provided, however, that if the board of directors of Fulcrum determines, in the exercise of its fiduciary duty, to exclusively negotiate with such Third Party, Fulcrum shall, unless not practicable or advisable in light of the Fulcrum board’s fiduciary duties based on the advice of counsel, so notify Sanofi at least [***] prior to the commencement of the relevant exclusivity period and shall have no further obligations in respect of the foregoing clauses (b) and (c).
Unsolicited Offer. Purchaser acknowledges that Seller in no way has marketed the sale of the Property to Purchaser. Purchaser’s offer to purchase the Property set forth in this Agreement was made by Purchaser to Seller without solicitation by Seller.
Unsolicited Offer. An “Unsolicited Offer” means (a) any offer for a proposed Corporate Event received from a third party in the absence of any act taken by any officer or director of the Company with the intent of soliciting such offer, and (b) any proposal or offer by the Company to such third party or from such third party for a proposed Corporate Event arising from negotiations that followed the receipt of an offer described in 3.2(a).
Unsolicited Offer. 7.5(d) Voting Agreements.....................................
Unsolicited Offer. Purchaser acknowledges that its offer to purchase the Assets embodied in this Agreement was not solicited by Sellers.
Unsolicited Offer. If at any time during the Lease Term ----------------- Landlord receives an unsolicited offer to purchase the Premises which Landlord would consider accepting either as is or following certain modifications ("Unsolicited Offer"), Landlord shall notify Tenant in writing of the business terms and conditions of the Unsolicited Offer and such modifications ("Unsolicited Offer Notice"