Tagalong Offer definition

Tagalong Offer. Section 7.8 "Tagalong Period" Section 7.8 "Tagalong Purchaser" Section 7.8 "Tagalong Transaction" Section 7.8 "Tax Matters Partner" Section 6.3 "TBCC" Preamble "Third Appraiser" Section 7.6 "Transferring Member" Section 7.8
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Tagalong Offer. Section 12.5(a) "Tagalong Period" Section 12.5(a) "Tagalong Purchaser" Section 12.5(a) "Tagalong Transaction" Section 12.5(a) "Tax Matters Partner" Section 10.3(a) "Tendering Offeree" Section 12.6(f) "Tendering Partner" Section 12.7(e) "Third Appraiser" Section 12.4 "Third Party Provider" Section 8.14 "Timely Partner" Section 2.4(b) "Trademark License" Section 8.2 "Transferring Partner" Section 12.5(a) "Unanimous Partner Vote" Section 5.1(l)(i) "Unanimous Vote" Section 5.1(k) "Unfunded Shortfall" Section 2.3(b)(ii)(B) "Unpaid Amount" Section 2.4(b) "Unreturned Capital" Section 11.2(a)
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Tagalong Offer shall be irrevocable for a period (the "Tagalong Period") ending at 11:59 p.m., local time at the Partnership's principal place of business, (x) with respect to a Tagalong Purchaser that is an existing Partner or a Controlled Affiliate of an existing Partner, on the one hundred eightieth (180th) day following the date of the Tagalong Notice and (y) with respect to any other Tagalong Purchaser, on the first anniversary of the date of the Tagalong Notice. At any time during the Tagalong Period, any Partner may accept the Tagalong Offer as to the entire amount of its Interest by giving written notice of such acceptance to the Tagalong Purchaser.
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Examples of Tagalong Offer in a sentence

  • Prior to effecting any Tagalong Transaction, the Transferring Partner shall deliver to each other Partner a binding, irrevocable offer (the "Tagalong Offer") by the Tagalong Purchaser to purchase the entire Interest of the other Partners at the same price per each one percent (1%) Percentage Interest and on the same terms and conditions as the Tagalong Purchaser has offered to the Transferring Partner (the "Tagalong Notice").

  • For all grants, the assumed dividend yield and forfeiture rate were nil and nil, respectively.

  • This could be in monetary terms or other inputs such special skills, equipment required in delivering the outputs.

  • Prior to effecting any Tagalong Transaction, the Transferring Partner shall deliver to the other Partner a binding, irrevocable offer (the "Tagalong Offer") by the Tagalong Purchaser to purchase the entire Interest of the other Partner at the same price per each one percent (1%) Percentage Interest and on the same terms and conditions as the Tagalong Purchaser has offered to the Transferring Partner (the "Tagalong Notice").

  • The Tagalong Offer shall be irrevocable for a period (the "Tagalong Period") ending at 11:59 p.m., local time at the Partnership's principal place of business, on the first anniversary of the date of the Tagalong Notice.

  • At the expiration of the Tag-along Notice Period, the most recent Tag-along Notice shall become irrevocable and binding, and shall constitute an irrevocable acceptance of the Tag-along Offer by the Tag-along Offeree for the Common Stock specified therein.

  • If at the termination of the Tag-along Notice Period any Tag-along Offeree shall not have accepted the Tag-along Offer, such Tag-along Offeree will be deemed to have waived any and all of its rights under this Section 2.01 with respect to the sale or other disposition of any of its Common Stock pursuant to such Tag-along Offer and no Common Stock held by any such Tag-along Offeree will be included in such Tag-along Offer.

  • Completion of the Acquisition is not conditional on the Purchaser making the Tag-along Offer.

  • As soon as practicable after the expiration of the Tag-along Notice Period, the Transferring Party shall notify the Issuer and each accepting Tag-along Offeree of the number of shares of Common Stock such Tag-along Offeree is obligated to sell or otherwise dispose of pursuant to the Tag-along Offer, such number to be calculated in accordance with Section 2.01(b).

  • If, at the end of the period set forth in this Section 2.01(c), the Transferring Party has not completed the sale contemplated by the Tag-along Offer Notice, all the restrictions on sale or other disposition contained in this Agreement with respect to Common Stock owned by the Transferring Party shall again be in effect.


More Definitions of Tagalong Offer

Tagalong Offer shall be irrevocable for a period (the "Tagalong Period") ending at 11:59 p.m., local time at the Company's principal place of business on the 30th day following the date of the Tagalong Notice. At any time during the Tagalong Period, ARCO Member may accept the Tagalong Offer as to the entire amount of its Interest by giving written notice of such acceptance to the Tagalong Purchaser. The Tagalong Purchaser's purchase of the Interest of ARCO Member shall occur at the closing of the Tagalong Transaction (provided such closing is not earlier than 30 Business Days after the Tagalong Notice), subject to Section 7.7.
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Related to Tagalong Offer

  • Tag-Along Offer has the meaning set forth in Section 8.5(b).

  • Competing Offer means a Tender Offer for Units which (i) is Commenced prior to the expiration of the Offer by a Person that is not an Affiliate (or in the case of Waltxx Xxxeet, as to its Associates only) of any Partner and (ii) has a cash purchase price per Unit that is at least 2% (10% with respect to the first Competing Offer made following the Offer by the Partnership)

  • Qualifying Offer shall have the meaning set forth in Section 11(a)(ii) hereof.

  • Last best offer package means the offer exchanged by parties not less than 14 days prior

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

  • Standing Offer means the Contractor agrees to provide the Works from time to time if and when authorised by the Superintendent by the issue of an Order. The Contractor agrees that the Principal is not obliged to order a specific number of, or any, Works during the term of the Contract.

  • 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.

  • pre-emptive offer means an offer of equity securities open for acceptance for a period fixed by the Directors to holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

  • Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.

  • Final Offer means the offer on which a resource was dispatched by the Office of the Interconnection for a particular clock hour for the Operating Day.

  • Tag-Along Notice has the meaning set forth in Section 4.04(b).

  • Qualifying Offering means a private offering of *****’s equity securities (or securities convertible into or exercisable for *****’s equity securities) for cash (or in satisfaction of debt issued for cash) having its final closing on or after the date of this Agreement and which includes investment by one or more venture capital, professional angel, corporate or other similar institutional investors other than Stanford. For the avoidance of doubt, if ***** is a limited liability company, then “equity securities” means limited liability company interests in *****.

  • Tag-Along Shares has the meaning ascribed to such term in Section 4.4(a).

  • Early Repurchase Date shall have the meaning specified in Section 3(d) of this Agreement.

  • Drag-Along Notice has the meaning set forth in Section 3.03(b).

  • Letter of Offer means any letter, commitment, arrangement or agreement between us and you in relation to the facility. We may revise, add to, vary or replace the letter of offer from time to time.

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

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

  • 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.

  • Tag or “RFID tag” means the unique identification number or Radio Frequency Identification (RFID) issued to a licensee by the agency for tracking, identifying and verifying marihuana plants, marihuana products, and packages of marihuana product in the statewide monitoring system.

  • Tag-Along Portion means, with respect to you and your Permitted Transferees, the number of shares of Common Stock beneficially owned by you and your Permitted Transferees on the date of the Tag-Along Notice multiplied by a fraction, the numerator of which is the maximum number of shares of Common Stock which can be sold in the Tag-Along Sale and the denominator of which is the aggregate number of shares of Common Stock beneficially owned by the Participants, collectively.

  • Proposed Transferee has the meaning set forth in Section 2.4(a).

  • Exchange Request has the meaning ascribed to it in Section 5.10.

  • Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).

  • Transfer Notice means the notice of a proposed transfer of Shares described in Section 8.

  • Third Party Offer has the meaning set forth in Section 3.2.2(a).