Purchaser Offer definition
Examples of Purchaser Offer in a sentence
At the Purchaser Closing, the Corporation and/or the Other Purchaser, as the case may be, upon receipt of proper tender of the Purchased Shares, shall tender full payment of the Purchaser Offer Price in conformity with the Purchaser Offered Terms as set forth in the Purchaser Notice of Right of First Refusal.
During a period of 10 business days after such written notice is received by the Company, the Company shall have the exclusive right to accept the Purchaser Offer to purchase the Shares covered thereby at the cash price and otherwise upon the terms and conditions of the Purchaser Offer.
The completion of the Offer at which the Purchaser pays the Offer Price for the Company Shares pursuant to the terms set forth in the Purchaser Offer Documents shall be referred to as the “Closing,” and the date on which the Closing occurs shall be referred to as the “Closing Date”.
Each Purchaser shall be acting independently in determining whether to make a Purchaser Offer and the terms thereof.
The Purchaser will have the right to amend the terms of the Purchaser Offer Documents after they are filed with the AMF to the extent required to reflect comments from the AMF or as it determines to be appropriate; provided that the Purchaser will consult with the Company with respect to any such amendments and will consider in good faith any reasonable comments of the Company thereon.
In addition, the Company shall furnish as soon as reasonably practicable to the Purchaser all reasonable information concerning the Company, its affiliates and their businesses requested by the Purchaser or the Independent Expert that is required by applicable French laws and regulations to be included in the Purchaser Offer Documents and in any correspondence between the Purchaser and the AMF in respect of the Offer.
If the Company does not exercise its right of first offer hereunder or if the Company fails to purchase such Shares within 20 business days after it has accepted the Purchaser Offer (other than by reason of Purchaser's failure to comply with its obligations under any purchase agreement with respect thereto), Purchaser shall be free, for a period of 90 days, to sell such Shares to any other party at the same or higher cash price and upon the same terms and conditions specified in the Purchaser Offer notice.
The Purchaser shall prepare the Purchaser Offer Documents in compliance with applicable laws and regulations and no later than ten (10) Business Days prior to any filing with the AMF, shall provide the Company with a reasonable opportunity to comment thereon and the Purchaser shall consider in good faith any reasonable comments thereon.
At the time of such written acceptance by the Company of such Purchaser Offer, the Company shall demonstrate to the reasonable satisfaction of such Purchaser its financial capacity to consummate the purchase of such Offered Shares and that there are no contractual or other like restrictions on such purchase (or that any such restrictions, if they do exist, will be waived prior to such proposed closing date).
Such written notice shall specify the number of Shares offered to be transferred and the terms and conditions of the Purchaser Offer.