Shareholder Offer definition

Shareholder Offer means (i) a tender offer or exchange offer by any member of the Shareholder Group for all Voting Securities not Beneficially Owned by the Shareholder Group or (ii) a merger or other business combination pursuant to which all Voting Securities not Beneficially Owned by the Shareholder Group are proposed to be exchanged or converted.

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Shareholder Offer means the offer to Existing Shareholders made in the Circular; Share Option Plan means such plan or scheme as may be introduced and put into effect by the Company, with the prior approval of the Investor Director; Subscription Price means £0.05 per Ordinary Share;

Shareholder Offer means an irrevocable offer to sell Common Shares to the Company and the Shareholders on the terms and conditions set forth in Section 3.2, which shall include a copy of the applicable Bona Fide Offer and shall set forth the terms of the proposed sale in reasonable detail, including, without limitation, the name and address of the prospective buyer, the purchase price and other terms and conditions of payment (or the basis for determining the purchase price and other terms and conditions), the date on or about which such sale is to be consummated, and the number of Common Shares to be sold.

Examples of Shareholder Offer in a sentence

• Sales of the Shareholder Offered Shares to be sold to the Company or Shareholder Refused Shares to be sold to the participating Security Holders pursuant to this Section 3.2 shall be made at the offices of the Company within sixty (60) days after the date of the Shareholder Offer.

• The Shareholder Offer shall disclose in reasonable detail the identity of the Proposed Transferee, the number and type of Shareholder Offered Shares proposed to be sold, the total number of Shares owned by such transferring Shareholder, the terms and conditions (including price) of the proposed sale, and any other material facts relating to the proposed sale, and shall be accompanied by a copy of the Proposed Transferee’s written offer.

• If a Security Holder desires to purchase all or any part of the Shareholder Refused Shares, such Security Holder shall communicate in writing its election to purchase to the transferring Shareholder, which communication shall state the number of Shareholder Refused Shares the Security Holder desires to purchase and shall be delivered in person or mailed to the transferring Shareholder within forty (40) days of the date of the Shareholder Offer.

• Within 30 days following receipt of the Company Sale Notice (the "Sale Election Period"), any of the Shareholders shall deliver to the Company and the other Shareholders written notice setting forth such holders' election, if any, to deliver a written offer (a "Shareholder Offer"), upon substantially the same terms as described in the Company Sale Notice, to acquire the Company (a "Shareholder Transaction").

• Each Investor wishing to participate in any Transfer under this Section 3.4 shall notify in writing the Shareholder transferring hereunder of such intention as soon as practicable after such Investor’s receipt of the Shareholder Offer made pursuant to Section 3.2(a), and in any event within sixty (60) days after the date such Shareholder Offer was made.

• If any of the Shareholders has delivered a Shareholder Offer within the Sale Election Period, the Company and the other Shareholders shall consummate the Shareholder Transaction within 90 days of receipt by the Proposing Shareholder of the Shareholder Offer.

• If the Company desires to purchase all or any part of the Shareholder Offered Shares, the Company shall communicate in writing its election to purchase to the transferring Shareholder and each other Security Holder, which communication shall state the number of Shareholder Offered Shares the Company desires to purchase and shall be delivered in person or mailed to the transferring Shareholder and each other Security Holder within twenty (20) days of the date of the Shareholder Offer.

• The Shareholder Offer shall further state that the Company and the other Security Holders may acquire, in accordance with the provisions of this Agreement, all, but not less than all, of the Shareholder Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein.

• Subject to Section 3.2(g) below, such communication shall, when taken in conjunction with the Shareholder Offer, be deemed to constitute a valid, binding and enforceable agreement for the sale and purchase of such Shareholder Refused Shares (subject to the aforesaid limitations as to a Security Holder’s right to purchase more than such Security Holder’s Shareholder Pro Rata Fraction).

• Subject to Section 3.2(g) below, such communication shall, when taken in conjunction with the Shareholder Offer, be deemed to constitute a valid, binding and enforceable agreement for the sale and purchase of the Shareholder Offered Shares.