Notice of Third Party Offer definition

Notice of Third Party Offer means the notice required by this Agreement to be given by a Selling Member in connection with a proposed sale under a Third Party Offer.
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Notice of Third Party Offer has the meaning contained in Section 5.4.3.1.
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Notice of Third Party Offer means a written notice to LICENSEE from LICENSOR of its receipt of a bona fide offer from an unaffiliated third party for a nonexclusive license under or to LICENSED TECHNOLOGY or ADDITIONAL TECHNOLOGY and setting forth the material terms of such offer. During the period in which LICENSEE has Exclusivity Rights, LICENSOR shall not grant such a license to any third party without having delivered to LICENSEE the Notice of Third Party Offer. If LICENSEE exercises its Exclusivity Rights, the amount of the annual license maintenance fee, beginning with the next anniversary of the effective date of this Agreement following exercise, shall become [********]. LICENSEE may irrevocably relinquish its Exclusivity Rights, either before or after exercise, by written notice to LICENSOR and, in such event, the annual license maintenance fee shall, beginning with the next anniversary of the effective date of this Agreement, be restored to [********] and the license granted hereunder shall remain or become nonexclusive. Each such annual fee paid under this Section 3.3 shall be creditable against any royalties otherwise due hereunder for the next year.”
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Examples of Notice of Third Party Offer in a sentence

  • Upon delivery of the Notice of Third Party Offer to Bayer, Licensee shall be deemed to have granted to Bayer, and Bayer shall have the right to exercise, an exclusive right to make Licensee a Final Offer, and the First Offer Right Procedure shall continue to “Step Four: Final Offer by Bayer”, as set forth in Section 5.4.4 below.

  • Concurrently with the delivery of the Notice of Third Party Offer and disclosure of the Preferred Third Party Offer to Bayer, Licensee shall disclose the Preferred Third Party Offer (including the financial consideration to be paid by the Third Party thereunder) to the Independent Auditor (who shall be instructed not to review the Preferred Third Party Offer until, if ever, it receives written instruction to do so pursuant to Section 5.4.6).

  • Purchaser shall then have a period of ten (10) business days from its receipt of Seller’s Notice of Third Party Offer in which to notify Seller that Purchaser desires to match the increased purchase price set forth in the Notice of Third Party Offer (the “Purchaser’s Notice of Acceptance of Third Party Offer”).

  • Bayer shall have *** from the date of receipt of the Notice of Third Party Offer to provide Licensee with the Final Offer (the “Final Offer Period”).

  • If Offeree gives Offeror a timely Third Party Offer Response stating that it will purchase the Property, Offeree shall purchase the Property on the same terms and conditions as contained in the Notice of Third Party Offer.

  • If Party B exercises the Tag-along right by delivering to Party A written notice to such effect (a “Tag-Along Acceptance Notice”) within the Notice Period, Party A shall cause the Proposed Purchaser to buy Party B’ equity interests in the Joint Venture on the same terms and conditions as specified in the Notice of Third Party Offer.

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  • Upon receipt by Bayer of a Notice of Third Party Offer from Licensee, Bayer shall have the exclusive right (but not the obligation) to offer to Licensee terms and conditions for a business transaction with Licensee that are substantially based on the structure of the business transaction contemplated by the Preferred Third Party Offer (the “Final Offer”).

  • If a closing with the Third Party on the Third Party Offer terms is not consummated within 12 months from Offeree’s receipt of the Notice of Third Party Offer, any sale of the Property shall again be subject to Offeree’s right of first refusal contained in this Section 4 and shall apply to any and all subsequent offers, sales, exchanges or transfers of all or any portion of the Property.

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More Definitions of Notice of Third Party Offer

Notice of Third Party Offer is defined in Paragraph 5.2.
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Related to Notice of Third Party Offer

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

  • Auction Notice has the meaning assigned to such term in the definition of “Dutch Auction”.

  • FOIA Notice means a decision notice, enforcement notice and/or an information notice;

  • Responsive Offer or means an offer which conforms in all material respects to the requirements set forth in the request for proposals. Material respects of a request for proposals include, but are not limited to price, quality, quantity or delivery requirements.

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

  • Publication Notice means the summary notice of proposed Settlement and hearing for publication substantially in the form attached as Exhibit 3 to Exhibit A.

  • Disposition Notice is defined in Section 5.2(a).

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

  • 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.

  • Responsive Offeror means the Offeror who submits a Proposal that conforms in all material respects to this Request for Proposals, Instruction to Offerors and the Plans and Specifications which are incorporated herein by this reference.

  • Notice of Superior Proposal has the meaning set forth in Section 5.09(e).

  • Transaction Notice means a written request of Seller to enter into a Transaction in a form attached as Exhibit C hereto or such other form as shall be mutually agreed upon between Seller and Purchaser, which is delivered to the Purchaser in accordance with Section 3(c) herein.

  • 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)

  • infringement notice has the meaning set forth in Section 7.4.1;

  • Rejection Notice has the meaning specified in Section 2.05(b)(v).

  • Invitation to Bid (ITB) means a Solicitation Document for the solicitation of competitive, Written, signed and sealed Bids in which Specifications, price, and delivery (or project completion) are the predominant award criteria.

  • Acquisition Notice has the meaning set forth in Section 2.5(a).

  • Counter Notice has the meaning given to it in paragraph 165.2 of this Call Off Schedule 11;

  • Selection Notice means a notice substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with Clause 9 (Interest Periods).

  • Superior Offer Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to purchase more than 50% of the outstanding shares of Company Common Stock on terms that the board of directors of the Company determines, in its reasonable judgment, based upon the written advice of its financial advisor, to be more favorable to the Company's shareholders than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely to be obtained by such third party on a timely basis.

  • Termination Warning Notice means a notice sent by the Secretary of State to the Academy Trust, stating his intention to terminate this Agreement.

  • Proposal means the Technical Proposal and the Financial Proposal of the Consultant.

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

  • 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.

  • Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).

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