Buyer Offer definition

Buyer Offer is defined in Section 3.3(a).
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Buyer Offer has the meaning set forth in Section 5.12(b).
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Examples of Buyer Offer in a sentence

  • With respect to Schedule 5.12(a) Individuals who are employed or engaged in St. Maarten as of the Closing Date, each of the St. Maarten Buyer and the applicable Seller shall (or, as applicable, shall cause the applicable AUC Entity to) use their reasonable best efforts to cause each such Schedule 5.12(a) Individual to execute a Settlement Agreement in the form attached hereto as Exhibit A (a “Settlement Agreement”) in connection with accepting the Buyer Offer.

  • The Buyer Offer and this Rider are entered into after full investigation made by Buyer, and neither party relies upon any statement or representation made by anyone unless contained herein.

  • All prior understandings and agreements between the parties are merged in the Buyer Offer and this Rider, which constitutes the entire agreement between the parties.

  • Whenever possible, each provision of the Buyer Offer and this Rider will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of the Buyer Offer or this Rider is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of the Buyer Offer and this Rider.

  • The Buyer Offer and this Rider shall be construed in accordance with and governed by the laws of the state of where the Property is located without regard to conflict of law principles.

  • Buyer shall have the right to make a final inspection of the Property within forty-eight (48) hours before Closing, not as a contingency of the sale, but solely to confirm that the Property’s condition has not deteriorated from the date of the Buyer Offer and this Rider (ordinary wear and tear excepted).

  • If two (2) or more persons are identified as Buyer in the Buyer Offer or this Rider, each individual purchaser, by signing the Buyer Offer or this Rider, authorizes the other or any of them to act as his or her agent to receive notices and make payments under the Buyer Offer and this Rider.

  • The Buyer Offer and this Rider shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, executors, legal representatives, administrators, and permitted assigns.

  • Following the expiration of the Offer Period (or following the date the Buyer Offer Notice was required to be delivered, if no such notice was so delivered), Seller may commence the Solicitation, subject to Section 7.13(b) below, unless Buyer and Seller have entered into a letter of intent or other agreement providing otherwise.

  • Buyer acknowledges and agrees that it shall not assign its rights and duties under the Buyer Offer or this Rider without Graebel’s prior written consent.

Related to Buyer Offer

  • Takeover Offer means an offer in accordance with Section 3.6 for the entire issued share capital of Allergan (other than any Allergan Shares beneficially owned by AbbVie or any member of the AbbVie Group (if any) and any Allergan Shares held by any member of the Allergan Group) including any amendment or revision thereto pursuant to this Agreement, the full terms of which would be set out in the Takeover Offer Document or (as the case may be) any revised offer documents.

  • Market Seller Offer Cap means a maximum offer price applicable to certain Market Sellers under certain conditions, as determined in accordance with Tariff, Attachment DD. section 6 and Tariff, Attachment M-Appendix, section II.E.

  • Tender Offer means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Share Company, as determined by the Determination Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Determination Agent deems relevant.

  • Tender Offer Documents means the documents provided to the holders of the Auction Preferred Shares by or on behalf of the Fund in connection with the Tender Offer.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Tender Offer Date means, in respect of a Tender Offer, the date on which voting Shares in the amount of the applicable percentage threshold are actually purchased or otherwise obtained (as determined by the Calculation Agent).

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Last best offer package means the offer exchanged by parties not less than 14 days prior

  • Second Closing has the meaning set forth in Section 2.2.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Buyer has the meaning set forth in the preamble.

  • Company Shareholder Meeting means a duly convened meeting of the Company’s shareholders called to obtain the Company Shareholder Approval, or any valid adjournment or postponement thereof made in accordance with this Agreement.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • 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;

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Company Shareholders means holders of Company Shares.

  • Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Purchaser Deliverables has the meaning set forth in Section 2.2(b).

  • Purchaser/ User means ultimate recipient of goods and services