Bona Fide Third Party Offer definition

Bona Fide Third Party Offer means an arms-length offer in writing by a third party to Optionee which shall include at least the following: (i) the third party’s expressed offer to purchase the Right of First Refusal Shares; (ii) the price per share to purchase the Right of First Refusal Shares; and (iii) the method of payment and other terms and conditions for the purchase of the Right of First Refusal Shares. For a period of thirty (30) days following receipt of the Right of First Refusal Notice, the Company shall have the right and option, but not the obligation, to purchase any or all of the Right of First Refusal Shares in the same manner and on the same terms and conditions as set forth in the Bona Fide Third Party Offer. In the event the Company elects to purchase any of the Right of First Refusal Shares, the Company shall give written notice to Optionee of the Company’s election within thirty (30) days of receipt of the Right of First Refusal Notice indicating the number of Right of First Refusal Shares the Company is electing to purchase, and shall consummate the purchase of such Right of First Refusal Shares within thirty (30) days of such notice of election upon the terms set forth in the Right of First Refusal Notice. In the event the Company does not respond to the Right of First Refusal Notice within such thirty (30)-day period, the Company shall be deemed to have declined to exercise its rights under this Section 5. In the event the Company does not purchase all of the Right of First Refusal Shares, Optionee may sell the Right of First Refusal Shares which are not purchased by the Company to the third party in accordance with the terms set forth in the Bona Fide Third Party Offer; provided, however, that if the proposed transaction is not consummated within thirty (30) days of the date the Company exercises, declines to exercise or is deemed to have declined to exercise its rights hereunder, then the Right of First Refusal Shares shall again be subject to all of the restrictions of this Section 5. The Company’s rights set forth in this Section 5 shall terminate upon the first to occur of (A) the written agreement of the Company and Optionee and (B) the consummation by the Company of the first sale of Common Stock in a bona fide, firm commitment underwriting pursuant to a registration statement declared effective under the Act.
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Bona Fide Third Party Offer means a bona fide offer by a third party --------------------------- that is not an Affiliate or Associate of the Company or any Member to acquire the Company's entire interest in a Portfolio Company for cash, which offer:
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Bona Fide Third Party Offer. As defined in Section 12.5.
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Examples of Bona Fide Third Party Offer in a sentence

  • For a period of thirty (30) days following receipt of the Right of First Refusal Notice, the Company shall have the right and option, but not the obligation, to purchase any or all of the Right of First Refusal Shares in the same manner and on the same terms and conditions as set forth in the Bona Fide Third Party Offer.

  • For a period of 30 days following receipt of the Right of First Refusal Notice, the Company shall have the right and option, but not the obligation, to purchase any or all of the Right of First Refusal Shares in the same manner and on the same terms and conditions as set forth in the Bona Fide Third Party Offer.

  • If, after the Responding Partner elects to purchase a Hotel Property pursuant to Section 12.2, the Responding Partner defaults in making the purchase, the Responding Partner shall not be permitted to deliver a Proposed Offer or a Bona Fide Third Party Offer to the Proposing Partner for a period of twelve (12) months following the date of the default.

  • Unicity shall convey the Bona Fide Third Party Offer by providing written notice of the same to the then-first Upline Sponsor.

  • Simultaneously with such notice, Seller shall offer to Buyer the right to purchase the Property on the terms and conditions contained in the Bona Fide Third Party Offer.

  • Either the transferring Distributor or the proposed transferee shall deliver the Bona Fide Third Party Offer in writing to Unicity and Unicity shall have ten (10) business days after its receipt of such notice or its receipt of notice of any final court order in which to accept the offer.

  • The organic matter content at 0 - 5 cm depth decrease by 0.04 - 0.07% per year, which is faster compare to 0.02 - 0.03 % per year at depth 5-20 cm.

  • If the Responding Partner exercises the option, the closing of the purchase of the Hotel Property shall be in accordance with the Terms or the Bona Fide Third Party Offer, as applicable, and shall take place within one hundred twenty (120) days after the date upon which the Proposed Offer or the Bona Fide Third Party Offer is received by the Responding Partner.

  • Unicity shall convey the Bona Fide Third Party Offer by providing written notice of the same to the then- first Upline Sponsor.

  • The delivery of a Bona Fide Third Party Offer by the Proposing Partner shall constitute a representation and warranty by the Proposing Partner to the Responding Partner that the Bona Fide Third Party Offer is bona fide in all respects.


More Definitions of Bona Fide Third Party Offer

Bona Fide Third Party Offer means a written offer to purchase a Hotel Property for a specified price from a financially responsible Person, identified therein by name and address, who reasonably appears capable of complying with the terms of the Bona Fide Third Party Offer and who is unrelated, directly or indirectly, to the Proposing Partner, and which does not contain terms or conditions which the Responding Partner, for reasons other than its financial condition, is not reasonably capable of performing, such as payment in a specific form of property (such as corporate stock or a unique or specific item or class of property) not readily available to the Responding Partner or for which no recognized or adequate public market exists. The Person who makes the Bona Fide Third Party Offer shall be deemed to be “unrelated” only if it is not an Affiliate of the Proposing Partner and there is no arrangement of any kind whereby the Proposing Partner, directly or indirectly, will be financially interested in the ownership of the Hotel Property, or any interest therein, after the subject transaction, (other than rights arising under any Hotel Management Agreement).
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Bona Fide Third Party Offer as used above, shall mean an arms-length offer, presented in the form of an agreement of sale containing all the terms and conditions, including, but not limited to, the purchase price and other consideration receivable by either party, which Seller would be willing to accept, executed by the purchaser thereunder, which purchaser shall be an entity which is not owned or controlled by, in whole or in part, directly or indirectly, or under common ownership or control with, in whole or in part, directly or indirectly, Seller or any of its constituent general partners.
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Bona Fide Third Party Offer means an arms-length offer in writing by a third party that shall include at least the following: (i) the third party's express offer to purchase the Offered Shares, (ii) the price per share to purchase the Offered Shares, and (iii) the method of payment and other terms and conditions for the purchase of the Offered Shares. For a period of 10 days following receipt of the Offer Notice, the Company shall have the right and option, but not the obligation, to purchase any or all of the Offered Shares in the same manner and on the same terms and conditions as set forth in the Bona Fide Third Party Offer. If the Company elects to purchase any of the Offered Shares, the Company shall give a written notice to the Offering Stockholder of the Company's election within 10 days of receipt of the Offer Notice indicating the number of Offered Shares the Company is electing to purchase and shall consummate the purchase of such Offered Shares within 10 days of such notice of election upon the terms set forth in the Offer Notice. If the Company does not respond to the Offer Notice within such 10-day period, the Company shall be deemed to have declined to exercise its rights under this Section 3.
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Bona Fide Third Party Offer means an unsolicited offer received prior to the termination of this Agreement to purchase the Senior Stock for cash for a price in excess of the greater of $30 million or the then fair market value of the Senior Stock for purposes of Section 150(d)(3) of the Code from a third party unrelated to the Foundation, which party the Foundation determines has the financial resources to purchase the Senior Stock, and which offer the Foundation reasonably determines is a better offer than the terms of this Agreement, giving effect to all terms of this Agreement, including without limitation Section 7.7 hereof and the interest of promoting education in the State of Maine.
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Related to Bona Fide Third Party Offer

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

  • 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.

  • Third Party Sale means any sale for resale in interstate commerce to a Power Purchaser that is not designated as part of Network Load under the Network Integration Transmission Service but not including a sale of energy through the PJM Interchange Energy Market established under the PJM Operating Agreement.

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

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

  • Transaction Proposal has the meaning specified in Section 8.02(c).

  • Nonaffiliated third party means any person except:

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

  • Qualified third party means 1 or more of the following:

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

  • Acquisition Proposal has the meaning set forth in Section 5.03(a).

  • Valid Third Party Entity In respect of any transaction, any third party that the Calculation Agent determines has a bona fide intent to enter into or consummate such transaction (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent shall take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares and, if such effect is material, may deem such third party to have a bona fide intent). Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation,” (ii) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof and (iii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof. Failure to Deliver: Applicable Hedging Disruption: Applicable; provided that:

  • Unsolicited proposal means a written proposal for a public-private initiative that is submitted by a private entity for the purpose of entering into an agreement with the department but that is not in response to a formal solicitation or request issued by the department.

  • Permitted Offer means a tender offer or an exchange offer for all outstanding Common Shares of the Company determined by the Board of Directors of the Company, after receiving such advice as it deems necessary and giving due consideration to all relevant factors, to be in the best interests of the Company and its stockholders.

  • Price Proposal means the price offer included in the Proposal submitted by a Proposer as set forth on the forms requested in Exhibit C-2 of the ITP.

  • Third Party Data has the meaning set forth in Section 9.3(a).

  • Independent Third Party means any Person who, immediately prior to a contemplated transaction, does not own in excess of 5% of the Company’s Common Units on a fully-diluted basis (a “5% Owner”), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.

  • Third Party means a provider of digital educational software or services, including cloud- based services, for the digital storage, management, and retrieval of Education Records and/or Student Data, as that term is used in some state statutes. However, for the purpose of this DPA, the term “Third Party” when used to indicate the provider of digital educational software or services is replaced by the term “Provider.”

  • unauthorised transaction means a transaction that is not authorised by a user

  • Competing Offer means a Tender Offer for Units which (i) is Commenced prior to the expiration of the Offer by a Person that is not an Affiliate (or in the case of Waltxx Xxxeet, as to its Associates only) of any Partner and (ii) has a cash purchase price per Unit that is at least 2% (10% with respect to the first Competing Offer made following the Offer by the Partnership)

  • Competing Permitted Bid means a Take-over Bid that:

  • Authorised Third Party means a person authorised by you to initiate trades or close existing trades using your account details, as referred to in Clause 16.

  • Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.

  • Competing Proposal shall have the meaning set forth in Section 6.6(f)(i).

  • Responsive Proposal means a Proposal that complies with the material provisions of this RFP.

  • Third Party Subcontract means a subcontract entered into by the Third Party Contractor with a Third Party Subcontractor, or a Third Party Subcontractor with another Third Party Subcontractor at any tier, and is supported in whole or in part with the federal assistance originally derived from FTA, or non- federal share dedicated to the Recipient’s Underlying Agreement.