Offeror means a Person who has announced a current intention to make or is making a Take-over Bid.
Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.
Proposed Purchaser shall have the meaning set forth in Section 5.7(a).
Shelf Offering Notice has the meaning set forth in Section 1(d)(i).
Proposed Transaction is defined in Section 6.2(a).
Proposed Transferee has the meaning set forth in Section 2.4(a).
Buy-Sell Notice shall have the meaning set forth in Section 12.1(a).
Last best offer package means the offer exchanged by parties not less than 14 days prior
Proposed Sale has the meaning set forth in Section 2.4(a).
First Offer Notice shall have the meaning set forth in Section 14.4(a).
Initial Offer Price means the initial price payable for a Share as specified in the relevant Supplement for each Fund.
Minimum Offering Notice means a written notification, signed by Broker, pursuant to which the Broker shall represent (1) that subscriptions for the Minimum Offering have been received, (2) that, to the best of Broker’s knowledge after due inquiry and review of its records, Cash Investment Instruments in full payment for that number of Shares equal to or greater than the Minimum Offering have been received, deposited with and collected by NCPS, (3) and that such subscriptions have not been withdrawn, rejected or otherwise terminated, and (4) that the Subscribers have no statutory or regulatory rights of rescission without cause or all such rights have expired.
Underwritten Offering Notice has the meaning set forth in Section 2(b).
Offered Shares has the meaning set forth in Section 3.02(a).
Proposed Transfer means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Key Holders or Investors.
Selling Member has the meaning set forth in Section 10.5(a).
Takedown Requesting Holder shall have the meaning given in subsection 2.3.3.
Offering Notice has the meaning set forth in Section 4.3(b).
Initial Offer means the initial offer of Participating Shares in a Fund as set out in the applicable Supplement;
Requesting Investor has the meaning set forth in Section 7.5 of the Indenture.
Market/Offer Price means the highest of (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all or any substantial part of Issuer's assets or deposits, the sum of the net price paid in such sale for such assets or deposits and the current market value of the remaining net assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of such sale. In determining the market/offer price, the value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and reasonably acceptable to Issuer.
Shareholder-Initiated Transfer Redemption means a transaction that is initiated or directed by a Shareholder that results in a transfer of assets within a Contract out of a Fund, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollments such as transfers of assets within a Contract out of a Fund as a result of annuity payouts, loans, systematic withdrawal programs, insurance company approved asset allocation programs and automatic rebalancing programs; (ii) as a result of any deduction of charges or fees under a Contract; (iii) within a Contract out of a Fund as a result of scheduled withdrawals or surrenders from a Contract; or (iv) as a result of payment of a death benefit from a Contract.
Shelf Takedown Notice shall have the meaning given in subsection 2.1.3.
Offeror’s Notice means the notice described in Section 12.3.
Offered Interest has the meaning set forth in Section 11.2.1.
Subsequent Financing Notice shall have the meaning ascribed to such term in Section 4.12(b).