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. 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. 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.
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"). Tenant agrees to notify Landlord within ten (10) business days from Tenant's receipt of the Unsolicited Offer Notice but in no event later than two (2) business days prior to the expiration of the Unsolicited Offer ("Unsolicited Offer Period") whether, Tenant is interested in acquiring the Premises and the terms and conditions of its offer to acquire the Premises. Landlord agrees not to accept such Unsolicited Offer or to enter into exclusive negotiations with respect to such Unsolicited Offer during the Unsolicited Offer Period. If Tenant's offer is equal to or better than the terms set forth in the Unsolicited Offer Notice (in Landlord's reasonable judgment), then Landlord agrees to enter into negotiations with Tenant for the sale of the Premises. If Tenant fails to respond within the Unsolicited Offer Period or if Tenant's proposed terms and conditions are not equal to or better than the terms set forth in the Unsolicited Offer Notice (in Landlord's reasonable judgment), then Tenant shall be deemed to have rejected the offer and Landlord shall have no further obligation under this Section with respect to such Unsolicited Offer. Nothing in this Lease shall be deemed to give Tenant a right of first refusal to purchase the Premises.
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. 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. Purchaser acknowledges that its offer to purchase the Assets embodied in this Agreement was not solicited by Sellers.
Unsolicited Offer. 7.5(d) Voting Agreements.....................................
Unsolicited Offer. In the event either Shareholder shall receive an unsolicited offer for any or all of its shares in either of VisEra Cayman (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:
Unsolicited Offer. If the Company receives an unsolicited third-party offer (or indication of interest in making an offer) with respect to a Change of Control transaction, it will provide prompt written notice (“Notice of an Offer”) of the details of that offer to Investor. If the Board of Directors elects to begin a process that could lead to a Change of Control (in response to that unsolicited offer), then it will (a) commence negotiations with the unsolicited bidder and with Investor to seek the highest value available from those parties; and (b) consider retaining the services of an investment banker to guide the process, to ensure that all reasonably identifiable third-party bidders are involved, and/or to render a fairness opinion if a deal is reached. If a definitive agreement is entered into based on those discussions, and if deemed necessary or appropriate by the Board of Directors, then the Company will endeavor to include a market check right in any definitive agreement, to allow the Company to “test the market” with respect to the price obtained. If Investor is the highest bid, it will permit a market check of at least a sixty (60) calendar day period, on terms and in the manner the Board of Directors believes will best comply with its fiduciary duties to the stockholders of the Company. Investor or, if applicable, the third-party bidder, would be informed of the progress and results of any market check analysis. The Company would evaluate any revised offer from Investor or the third party, along with any other offers received during the market check. If, however, the unsolicited offer leads to a Board of Directors decision to explore a sale of the Company, but not on terms offered by, or not with, the unsolicited third-party bidder, then the Company would proceed under the process set forth in Section 12.1 above. The Notice of an Offer may provide Investor a specified period of time within which to submit its own offer, such time period to be determined in the discretion of the Board of Directors. If Investor does not provide an offer within any time period prescribed by the Board of Directors, then Investor will be deemed to have waived all further rights pursuant to this Article 12 related to the then contemplated Change of Control transaction.
