Bona Fide Offeror definition

Bona Fide Offeror has the meaning set forth in Section 10.2(a).
Bona Fide Offeror means a Person, other than an Affiliate of a Management Stockholder, who offers in writing to purchase Shares of one or more Management Stockholders solely for cash and who has provided evidence of the availability of sufficient funds in cash to make the necessary cash purchase price payment.

Examples of Bona Fide Offeror in a sentence

  • Upon a Transfer by the Selling Stockholder of the Offered Securities to the Bona Fide Offeror, the Bona Fide Offeror shall execute and deliver a counterpart to this Agreement binding itself as a Stockholder to the terms hereof.

  • If the Offeror does not consummate the sale of his or its Shares to the Bona Fide Offeror on such terms and conditions within such 60-day period, the Offeror shall again be required to comply with all of the provisions of this Section 4.

  • The Sale Notice will disclose the number and type of shares of Corporation Securities to be sold, the identity of the Bona Fide Offeror and the terms and conditions of the proposed Transfer and that the Bona Fide Offeror to such Transfer has indicated in writing that it will execute and deliver a counterpart to this Agreement binding itself as a Stockholder to the terms hereof upon the consummation of such proposed Transfer.

  • If the Notice of Acceptance is not delivered to the Selling Shareholder within the period of time specified in Section 3.4.2, the Selling Shareholder may, within 90 days of the last day on which the Notice of Acceptance could have been given, transfer the Offered Shares to the Bona Fide Offeror on terms and conditions not more favorable to the proposed transferee than the terms and conditions set forth in the Offer Notice; provided that Section 6.8 hereof is complied with by the Bona Fide Offeror.

  • If the Tag Along Offer shall ----------------------------------- not be timely accepted as provided in Section 4.3.2. and therefore expires, then the Offeror may sell his or its Shares to the Bona Fide Offeror within 60 days from the date of the Date set forth in Section 4.2.1 hereof upon the terms and conditions set forth in the Bona Fide Offer.

  • If the Buyer does not accept such offer within such ten (10) day period, then Seller may, within thirty (30) days following the expiration of such ten (10) day period, consummate such Seller Designated Transaction with such Bona Fide Offeror provided, however, that such Seller Designated Transaction is consummated upon terms and conditions which are identical to or less favorable than those offered to the Buyer.

  • Until the Hawk Shareholders have exercised their rights of first refusal, as herein provided, or until Selling Shareholder has consummated its sale to the Bona Fide Offeror in the event any of the shares of Stock are not purchased by the Buyers pursuant to their rights of first refusal, Buyers and the Shareholders shall be prohibited from contacting, offering to sell, or selling their shares of Stock to any such Bona Fide Offeror.

  • If the Offeror receives from any Person (a --------------- "Bona Fide Offeror") a bona fide offer in writing (the "Bona Fide Offer") to purchase all or any of the Offeror's Shares, then the Offeror shall give to the Corporation a notice (the "Bona Fide Offer Notice") to which shall be annexed a copy of the Bona Fide Offer containing the material terms and conditions of the Bona Fide Offer.

  • If the Offer is pursuant to Section 3.2, the Offer Notice shall set forth the price and other terms and conditions of the Bona Fide Offer and the identity of the Bona Fide Offeror.

  • If such matching offer is not made within said ten (10) day period, the Initiating Member is free to sell the Membership Interest on the terms of the Bona Fide Offer to the Bona Fide Offeror, free of the rights under this Article VII of the other Members and such other Members agree to provide an estoppel acknowledging such fact to the Initiating Member and such Offeror upon request.


More Definitions of Bona Fide Offeror

Bona Fide Offeror means the person or persons making the Bona Fide Offer.
Bona Fide Offeror means any Person or other entity who has made a Bona Fide Offer to a Selling Stockholder in accordance with Article 3. “Business Day” shall mean any day of the year on which national banking institutions in Bethesda, Maryland are open to the public for conducting business and are not required or authorized to close. “Cause” shall mean, with respect to any Employee Stockholder, the definition of “Cause” provided in any employment agreement between the Employee Stockholder and the Corporation or any Subsidiary or, if there is no such provision, that an Employee Stockholder: (i) has committed or engaged in an act of fraud, embezzlement, sexual harassment, dishonesty or theft in connection with his or her duties for the Corporation or any Subsidiary;
Bona Fide Offeror has the meaning set forth in Section 5.9(a) hereof.

Related to Bona Fide Offeror

  • Bona Fide Offer means an actual or genuine offer which includes a specific wage or a training opportunity at a specified place when used to determine whether the parent has refused an offer of training or employment.

  • Bona fide purchaser means a person who in good faith makes a purchase without notice of any outstanding rights of others.

  • Offeror means a Person who has announced a current intention to make or is making a Take-over Bid.

  • Proposed Purchaser shall have the meaning set forth in Section 5.7(a).

  • Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.

  • Third Party Offer has the meaning set forth in Section 3.2.2(a).

  • Proposed Transferee has the meaning set forth in Section 2.4(a).

  • Third Party Purchaser has the meaning set forth in Section 3.3.

  • Transfer Notice means the notice of a proposed transfer of Shares described in Section 8.

  • Purchase Offer shall have the meaning assigned to such term in Section 2.25(a).

  • Offer Notice shall have the meaning set forth in Section 4.1.

  • First Offer Notice shall have the meaning set forth in Section 14.4(a).

  • Selling Member has the meaning set forth in Section 10.5(a).

  • Sale Notice has the meaning set forth in Section 3.04(b).

  • Bona Fide Request (BFR) means the process described in Attachment 08 – Bona Fide Request (BFR).

  • Proposed Transfer means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Key Holders or Investors.

  • Prospective Purchaser has the meaning set forth in Section 2.3(b)(i) hereof.

  • Proposed Sale has the meaning set forth in Section 2.4(a).

  • Proposed Transaction is defined in Section 6.2(a).

  • pre-emptive offer means an offer of equity securities open for acceptance for a period fixed by the Directors to holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Transfer Notice Date has the meaning given to it in Section 2.06.

  • Bona Fide Request (BFR) is the process described in the applicable Appendix UNE.

  • Offering Notice has the meaning set forth in Section 4.3(b).

  • Repurchase Offer shall have the meaning specified in Section 11.1(b).

  • Co-Sale Notice has the meaning set forth in Section 5.3.