The Offer Notice definition

The Offer Notice shall set forth the name of the owner of the Web hosting business that is the subject of the Offer, the annual revenues from the Web hosting customer base to be acquired (determined in accordance with Article II, Section 1(1)(a)) and the other material terms and conditions thereof. The Buyer may accept any Offer within thirty (30) days of receipt of the Offer Notice. If Buyer accepts any Offer, Buyer shall consummate the acquisition of such Web hosting business on terms (other than purchase price) no less favorable than those contained in the Offer Notice within thirty (30) days following the date of acceptance of such Offer. If the Buyer does not accept any Offer within the required time or does not consummate an accepted Offer within the required time, the Company may consummate the Business Combination and shall not be deemed to be in violation of the provisions of Article II, Section 1 (A) (1).

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The Offer Notice shall contain the offer price (the "Offer Price") and other relevant business terms upon which Landlord is willing to sell the Property. Tenant shall have five (5) days (the "Offer Period") from the date of the Offer Notice to deliver a notice (the "Acceptance Notice") to Landlord accepting the terms of the Offer Notice. If Landlord timely receives Tenant's Acceptance Notice, then the parties shall enter into an agreement of sale in form and substance reasonably acceptable to Landlord and Tenant within five (5) business days after the date of the Acceptance Notice. Closing for the Property shall occur within sixty (60) days after the date of the Acceptance Notice. If Tenant shall (i) fail to deliver the Acceptance Notice to Landlord prior to the expiration of the Offer Period or (ii) deliver a counteroffer to Landlord or if the parties fail to enter into an agreement of sale as aforesaid, then the Right of First Offer shall become void and of no further force or effect and Landlord shall be free to sell the Property to any third party free and clear, released from and not subject to the Right of First Offer, provided that the sale price for the Property is equal to or greater than ninety (90%) percent of the Offer Price. If Landlord intends to sell the Property for less than ninety (90%) percent of the Offer Price, then it shall send a new Offer Notice to Tenant and Tenant shall have (a) five (5) business days to deliver an Acceptance Notice accepting all of the terms of the new Offer, and (b) an additional five (5) business days after accepting the new Offer to enter into an agreement of sale reasonably acceptable to Landlord and Tenant. If either such event in (a) or (b) in the preceding sentence shall fail to occur, then the Right of First Offer shall become void and of no further force or effect and Landlord shall be free to sell the Property to any third party free and clear, released from and not subject to the Right of First Offer. Tenant acknowledges that its Right of First Offer shall be void and of no further force or effect if (x) an [Event of Default] shall occur or (y) Tenant shall sublease any or all of the [Leased Premises] or assign its interest under this Lease. Upon the occurrence of either such event, Landlord shall be free to sell the Property to any third party free and clear, released from and not subject to the Right of First Offer. Notwithstanding anything to the contrary contained herein, the Right of First Offer shall not apply to...

The Offer Notice shall contain all of the terms and conditions of the Third Party Offer or Solicited Response, as applicable. Becton shall have twenty (20) business days to respond to the Offer Notice, during which time Biocircuits will not accept the Third Party Offer or the Solicited Response. Notwithstanding anything to the contrary contained in this Section 2.4 or elsewhere in this Agreement, (a) Biocircuits shall have no obligation to disclose the identity of the party making such Third Party Offer, any party to which the Solicited Offer is made or any party making a Solicited Response; and (b) Biocircuits shall have no obligation at all under this Section 2.4 to the extent that the Board of Directors of Biocircuits determines, after consultation with counsel, that compliance with any obligation under this Section 2.4 would constitute a violation of any law, rule or regulation applicable to Biocircuits. Other than the requirement to provide the Offer Notice to Becton, Biocircuits is under no other obligation to Becton under this Section 2.4, including without limitation, any obligation to negotiate with Becton or otherwise pursue a transaction with Becton regarding the acquisition of Biocircuits.

Examples of The Offer Notice in a sentence

• The Offer Notice is deemed to constitute an offer to sell to Sprint PCS, on the terms set forth in the Offer, all but not less than all of the Offered Interest.

• The Offer Notice shall be accompanied by a true copy of the Transaction Offer (which shall identify the Buyer and all relevant information in connection therewith).

• The Offer Notice will contain all instructions and materials necessary to enable Holders to tender their Securities to the Company.

• The Offer Notice may require that the signing of any sale documentation relating to the Offered Shares to the ROFO Recipients occur on a date that is no less than fifteen (15) days, and no more than thirty (30) days, after the date of the Offer Notice.

• The Offer Notice shall set forth the terms on which the seller is willing to sell such First Offer Opportunity together with any other material details customarily set forth in the acquisition materials for an asset similar to the asset that is the subject of the First Offer Opportunity.

• The Offer Notice will disclose in reasonable detail the proposed number of shares to be transferred, the proposed transferee and the proposed price, terms and conditions of the transfer.

• The Offer Notice shall be accompanied by a true copy of the Transaction Offer (which shall identify the Buyer and all material information in connection therewith).

• The Offer Notice shall constitute an irrevocable offer (a "First Offer") to sell all (and not less than all) of the Offered Shares to the First Offeree(s) at a cash price equal to the price contained in such Offer Notice and upon the same terms as the terms contained in such Offer Notice.

• The Offer Notice shall state (1) the number of Offered Shares; (2) the name, business, and residence address of the proposed transferee; (3) whether or not the transfer is for valuable consideration and, if so, the consideration (the “Offered Price”); (4) the date upon which the proposed transfer to the transferee is to be consummated; and (5) all other material terms and conditions of the proposed transfer.

• The Offer Notice shall state (a) the Company’s bona fide intention to issue or offer the New Shares, (b) the identity of the person(s) to whom the New shares are to be issued or offered, (c) the number of New Shares to be issued or offered, and (d) the price and terms upon which it proposes to issue or offer the New Shares.

More Definitions of The Offer Notice

The Offer Notice shall constitute an offer (the "Offer") by ▇▇▇▇▇ to sell all, but not less than all, of the Offered Securities at the Offer Price to the Company or its designee. For purposes of this Section 3.3, "Offered Terms" means the terms and conditions upon which the Offered Securities are proposed to be Transferred to the prospective Transferee, including (i) the identity of the Transferee and (ii) the aggregate Offer Price and the kind and amount of consideration proposed to be paid or delivered by the prospective Transferee for the Offered Securities, the timing and manner of the payment or other delivery thereof and any other material terms of such offer.

The Offer Notice means the notice signed by and served by the Seller pursuant to clause 4.

The Offer Notice shall set forth the portion of the Prospective Seller's Membership Interests with respect to which the Prospective Seller intends to make such Offer (the "Offered Interests") and the price and other material terms upon which the Prospective Seller intends to sell the Offered Interests (the "Offer Price").