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 means the notice signed by and served by the Seller pursuant to clause 4.
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The Offer Notice shall constitute an offer (the "Offer") by Xxxxx 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.
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Examples of The Offer Notice in a sentence

  • In the event Company timely delivers an Acceptance Notice, Seller shall sell and transfer to Company the interest substantially on the terms and conditions contained in the Offer Notice consistent with this Attachment P (Sale of Facility by Seller) and in accordance with definitive documentation to be entered into between Seller and Company.

  • Seller shall provide to Company as part of the Offer Notice, information in its possession regarding the Facility to allow Company to conduct due diligence on the potential purchase, including, but not limited to information on the operational status of the Facility and its components, and the amount of debt or other material Seller obligations remaining with respect to the Facility (the Offer Notice and due diligence information on the Facility are collectively referred to as, the "Offer Materials").

  • The date on which Company receives the Offer Materials from Seller is referred to hereinafter as the "Offer Date." If Company desires to purchase such interest, Company shall indicate so by delivering to Seller a binding, written offer to purchase such interest at the Offer Price and on the terms and conditions specified in the Offer Notice within thirty (30) Days of the Offer Date (an "Acceptance Notice").

  • Seller shall provide to Company as part of the Offer Notice, information in its possession regarding the Facility to allow Company to conduct due diligence on the potential purchase, including, but not limited to information on the operational status of the Facility and its components, and the amount of debt or other material Seller obligations remaining with respect to the Facility (the Offer Notice and due diligence information on the Facility are collectively referred to as, the “Offer Materials”).

  • The Company shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, unit prices and interest rates) set forth in the Offer Notice, unless a change to such terms and conditions is agreed to in writing between the Company and Buyer.

  • To accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice of Acceptance”) to the Company prior to the end of the fifth (5th) Trading Day (as defined in the Note) after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the amount that the Buyer elects to purchase (the “Subscription Amount”).

  • The date on which Company receives the Offer Materials from Seller is referred to hereinafter as the “Offer Date.” If Company desires to purchase such interest, Company shall indicate so by delivering to Seller a binding, written offer to purchase such interest at the Offer Price and on the terms and conditions specified in the Offer Notice within thirty (30) Days of the Offer Date (an “Acceptance Notice”).

  • The Company shall have ten (10) business days from the expiration of the Offer Period to complete the Subsequent Placement and in connection therewith to issue and sell the Subscription Amount to the Buyer but only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the Buyer or less favorable to the Company than those set forth in the Offer Notice.

  • The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice.

  • In the event that the Company is offered the opportunity to purchase additional securities of the Portfolio Company pursuant to rights under the operative documents governing the purchase of the Shares, the Manager may, in its sole discretion, notify each Member in writing (the “Offer Notice”) of such opportunity and provide each Member the right to purchase (directly or indirectly) its pro rata share of such securities on the terms and conditions set forth by the Manager in the Offer Notice.


More Definitions of The Offer Notice

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...
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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.
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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").
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Related to The Offer Notice

  • First Offer Notice shall have the meaning set forth in Section 14.4(a).

  • Offer Notice shall have the meaning set forth in Section 4.1.

  • Shelf Offering Notice has the meaning set forth in Section 2(d)(ii).

  • Offering Notice has the meaning set forth in Section 3.1(a).

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

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

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

  • First Offer Period has the meaning set forth in Section 13.5.

  • ROFO Notice is defined in Section 6.2(a).

  • Repurchase Offer has the meaning set forth in Section 3.04.

  • 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.

  • ROFR Notice has the meaning set forth in Section 3.02(d).

  • 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.

  • First Offer has the meaning set forth in Section 3.9(e)(1) or Section 11.1(b)(i), as applicable.

  • ROFR means a right of first refusal to purchase or a right of first offer to purchase one or more of the Mortgaged Properties pursuant to a recorded instrument (or a memorandum thereof) encumbering the applicable Mortgaged Property.

  • Initial Notice shall have the meaning set forth in Section 7.1.

  • Tender Notice means the Tender Notice set out in Part 1 of this TenderDocument;

  • Initial Offer Period means the period determined by the Directors during which Shares of any class are offered by the ICAV for purchase or subscription at the Initial Price.

  • Second Notice means notice to the Class in a form to be approved by the Court, which shall substantially be in accordance with the notice at Schedule “E”.

  • Term SOFR Notice means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.

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

  • Subsequent Financing Notice shall have the meaning ascribed to such term in Section 4.12(b).

  • Auction Notice has the meaning assigned to such term in the definition of “Dutch Auction”.

  • Put Option Notice means a notice which must be delivered to a Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;

  • Buy-Sell Notice shall have the meaning set forth in Section 12.1(a).

  • Option Notice has the meaning set forth in Section 5.2(a).