Private Offer definition

Private Offer and "Right" have the same meanings as given to them in the Shareholder Agreement. This Note shall be governed by the internal laws of the State of Delaware without regard to principles of conflict of laws. AMERICAN PRECISION INDUSTRIES INC. By: /s/ KURT XXXXXXXXXXX ------------------------------------ Kurt Xxxxxxxxxxx, Xxesident and Chief Executive Officer STATE OF NEW YORK) ) ss.: COUNTY OF ERIE ) On this 3rd day of July 1997 before me personally came KURT XXXXXXXXXXX, xx me known, who, being by me duly sworn, did depose and say that he resides at 280 Xxxxxxxxxx Xxxx, Xxxx Xxxxxx, Xxx Xxxx; xxat he is the President and Chief Executive Officer of AMERICAN PRECISION INDUSTRIES INC., the Issuer described in and which executed the above instrument; and that he signed his name thereto by order of the Board of Directors of said Issuer. /s/ SUSAX X. XXXXX -------------------------------------- Notary Public SUSAX X. XXXXX NOTARY PUBLIC, STATE OF NEW YORK NO. 01SZ5058503 QUALIFIED IN WYOM. COUNTY MY COMMISSION EXPIRES 04/08/98 3 52 EXHIBIT 5.1(D)(1) SHAREHOLDER AGREEMENT 53 SHAREHOLDER AGREEMENT This AGREEMENT, dated the 8th day of July 1997, is by and between AMERICAN PRECISION INDUSTRIES INC., a Delaware corporation with its principal office at 2777 Xxxxxx Xxxxxx, Buffalo, New York 14225 ("API"), and INTER SCAN HOLDING LTD., a Swiss corporation with its principal office at Schixxxxxxx 0 XX-0000-Xxxxxx, Xxxxxxxxxxx xxxch, with all of its affiliates (which include all of its officers, directors, shareholders and Holgxx Xxxxx) xxe referred to herein as "Inter Scan" and/or "Shareholders" and/or individually as "Shareholder." R E C I T A L S:
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Private Offer means an announcement, offer or recommendation addressed to the investors specified in advance for raising funds for the purpose of collective investment, which is carried out without any means of publication;
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Private Offer means an AWS Marketplace Listing offered by MidVision to the Licensee on amended or different terms to the standard public AWS Marketplace Listing and ordered by the Licensee via a Subscription.
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Examples of Private Offer in a sentence

  • Consequently, Notes may not be offered or sold, directly or indirectly, nor this Base Prospectus, any relevant Final Terms or any other offering material relating to the Notes be distributed or caused to be distributed to the general public in Peru, unless the offering or selling of Notes comply with the Private Offer Exemptions (as defined below).

  • If the Shareholders fail to sell their Company Securities to the third party within twenty (20) calendar days after the close of API's 20-day period to match the Private Offer, their Company Securities shall once again be subject to all of the terms of this Paragraph 4(a).

  • In addition, in the event there is an offer to purchase the Private Assets prior to being listed on an exchange (a “Private Offer”), the SUB-ADVISER will be permitted to make investment decisions with respect to such Private Offer.

  • To the best of the Company’s knowledge, subsequent to the clarifications conducted with Akiva Mozes and Nir Gilad, there are no agreements, either written or oral, between any of the offerees of the Substantial Private Offer and any shareholder in the Company, or between the offerees, all or in part, between each other or between them and other persons, with respect to the acquisition or sale of securities of the Company or with respect to the voting rights in the Company.

  • Prior to committing to sell any of their Company Securities pursuant to a Private Offer, the Shareholders shall notify API of that Offer, the identity of the person or persons making the Private Offer, the number of Company Securities covered by the Private Offer, and the financial terms of that Offer, including the price per share or the price for all or a portion of the Note and the terms and timing of payment.

  • If API fails to purchase the Company Securities covered by the Private Offer within this 20-day period, then the Shareholders shall be entitled to sell those Company Securities covered by the Private Offer to the third party pursuant to that Offer, on the condition that the Private Offer is a bona fide offer made by a person who is not an affiliate of the Shareholders.

  • Any costs and expenses associated with the Exchange Offer or Private Offer shall be paid by the Note Issuers.

  • Upon receipt of the Private Sale Notice, the Company shall have the right to purchase all, but not less than all, of the Subject Shares at the Proposed Price, as adjusted to comply with the requirements of Article IX, and in accordance with the Proposed Terms for a period of ten Business Days (the "Private Offer Notice Period").

  • The program takes an empirical, evidence-based practice approach to research and clinical training.

  • The Private Sale Notice shall constitute an offer to the Company or its assignee, as provided below, which is irrevocable during such Private Offer Notice Period, to sell to the Company or its assignee such Subject Shares upon the terms set forth in this Section 2.5(c)(i) and the Private Sale Notice.


More Definitions of Private Offer

Private Offer means pricing offered by JFrog that isn't publicly available.
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Private Offer means offer of securities to any person in a way other than public issue;
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Private Offer means an offer to issue securities of the Company that is not a public offering.
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Related to Private Offer

  • Private Offering means the private offering of Preferred Stock pursuant to the Memorandum.

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

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

  • Private Exchange Securities shall have the meaning set forth in Section 2.1 hereof.

  • Private Exchange Notes See Section 2(b) hereof.

  • 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.

  • Initial Offer means the initial offer of Participating Shares in a Fund as set out in the applicable Supplement;

  • Initial Offer Period means the period determined by the Directors during which Shares of any class are offered by the ICAV for purchase or subscription at the Initial Price.

  • Exchange Offer means the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

  • Offer means “proposals” in negotiation.

  • Registered Exchange Offer means the offer by the Company, pursuant to the Registration Rights Agreement, to certain Holders of Initial Notes, to issue and deliver to such Holders, in exchange for their Initial Notes, a like aggregate principal amount of Exchange Notes registered under the Securities Act.

  • First Offer Period has the meaning set forth in Section 13.5.

  • Private use means any use of the Trading Platform by Clients that are physical persons;

  • Exchange Offer Registration Period means the 180-day period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

  • Private Exchange shall have the meaning set forth in Section 2.1 hereof.

  • Real-time Offer means a new offer or an update to a Market Seller’s existing cost-based or market-based offer for a clock hour, submitted for use after the close of the Day-ahead Energy Market.

  • Restricted Notes means Initial Notes and Additional Notes bearing one of the restrictive legends described in Section 2.1(d).

  • Asset Sale Offer shall have the meaning specified in Section 4.13.

  • Exchange Offer Registration means a registration under the Securities Act effected pursuant to Section 2(a) hereof.

  • Private Key means the key of a key pair used to create a digital signature;

  • First Offer has the meaning set forth in Section 3.9(e)(1) or Section 11.1(b)(i), as applicable.

  • Permitted Debt Exchange Offer shall have the meaning provided in Section 2.15(a).

  • Active Offer means the clear and proactive offer of service in French to individuals, from the first point of contact, without placing the responsibility of requesting services in French on the individual;

  • Subsequent Offering means any further issuance of Interests in any Series, excluding any Initial Offering or Transfer.

  • Subsequent Placement means the sale, grant of any option to purchase, or other disposition of by the Company, directly or indirectly, of any of the Company’s or its Subsidiaries’ equity or equity equivalent securities, including, without limitation, any Convertible Securities, Options, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Convertible Securities or Options.

  • Exchange Notice has the meaning set forth in Section 2.1(a)(iii).