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 ▇▇▇▇▇▇▇▇▇▇▇ ------------------------------------ Kurt ▇▇▇▇▇▇▇▇▇▇▇, ▇▇esident and Chief Executive Officer STATE OF NEW YORK) ) ss.: COUNTY OF ERIE ) On this 3rd day of July 1997 before me personally came KURT ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ me known, who, being by me duly sworn, did depose and say that he resides at 280 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇; ▇▇at 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/ SUSA▇ ▇. ▇▇▇▇▇ -------------------------------------- Notary Public SUSA▇ ▇. ▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇, Buffalo, New York 14225 ("API"), and INTER SCAN HOLDING LTD., a Swiss corporation with its principal office at Schi▇▇▇▇▇▇▇ ▇ ▇▇-▇▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ch, with all of its affiliates (which include all of its officers, directors, shareholders and Holg▇▇ ▇▇▇▇▇) ▇▇e 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;

Private Offer means the pricing and usage model and associated documentation for orders via a Marketplace Provider issued by Trend Micro for acceptance by Company or its Reseller. If the Private Offer includes Capacity and/or permits Company to exceed the Capacity, then Company agrees to pay for any excess usage in accordance with the terms of such Private Offer and the Marketplace Provider’s terms and policies as applicable. In the event there is no Capacity and the Private Offer is on a consumption basis, then Company agrees to pay for all Products consumed. In the event of a conflict between the Private Offer and this Agreement, the Private Offer will prevail.

Examples of Private Offer in a sentence

• If Company has been provided with a Private Offer, then termination shall be in accordance with the termination provisions set out in that Private Offer.

• Trend Micro reserves the right to change or modify published fees for Products that may be ordered directly from Trend Micro, or a Marketplace Provider (except where there is a Private Offer) in a manner and at such times as Trend Micro shall determine in its discretion, unless prohibited by Marketplace Providers terms and policies applicable to Marketplace Providers’ listings.

• Company will timely pay to Marketplace Provider (acting as seller of record for Trend Micro) the Fees then-published by Trend Micro on such marketplace and/or the Fees as set out in a Private Offer for use of Products and any applicable terms and policies for the Marketplace Provider.

• A Private Offer may from time to time be issued by a local Contracting Entity of Trend Micro.

More Definitions of Private Offer

Private Offer means an offer to issue securities of the Company that is not a public offering.

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.

Private Offer means pricing offered by JFrog that isn't publicly available.