The Offering Notice definition

The Offering Notice shall contain a conformed copy of the proposed transferee's offer to purchase, and shall describe the number of Shares involved (the "OFFERED SHARES"), the price per Share which the proposed transferee will pay, the terms and conditions of payment to be made by the proposed transferee, and the name of the proposed transferee. The Offering Notice shall constitute an offer to sell the Offered Shares in whole or in part to the Company. The Offering Stockholder promptly shall notify the Board, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, FSEP IV and the Other Stockholders in writing of any changes in the terms of the Offering Notice, which subsequent notice shall constitute a new offer for purposes of this Section 5. 1. Unless the Offering Stockholder and his proposed transferee mutually agree in writing to terminate the proposed Transfer, all offers to the Company, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, FSEP IV and the Other Stockholders under this Section 5.1 shall be irrevocable during the Option Period, as defined below.
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The Offering Notice the Offeror shall offer (the "Sale offer") to each Offeree the right to purchase a portion of the interest (the "Portion of the Interest") of the Offeror referred to in said offer, at a portion of the same price and subject to the same terms and conditions as set forth in said offer and the Offeror shall submit with the Offering Notice a true
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The Offering Notice shall outline the price ("Asking Price") OTA shall seek to obtain in negotiations with any prospective purchaser. If BOP, by reply notice given within twenty (20) days after the Offering Notice, advises OTA that it is interested in purchasing the Interest or Interests, for substantially the same price and terms, then OTA and BOP shall in good faith attempt to negotiate and agree upon a contract (a "Sale Contract") for purchase of the Interest or Interests, it being understood, however that OTA shall have no obligation to sell to BOP for a price less than the Asking Price or upon terms other than those acceptable to OTA. If OTA and BOP cannot agree within thirty (30) days after BOP's notice of interest to OTA, then OTA shall be free to offer any Interest or Interests for sale to a third party for substantially the same price and terms as specified in the Offering Notice, and OTA shall be free to negotiate, agree upon and close the sale with such third party on substantially the same price and terms, free and clear of any rights of BOP. "Substantially the same price and terms," as used herein, means that the price shall be not more than ten percent (10%) less than the price specified in OTA's previous notice to BOP.
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Examples of The Offering Notice in a sentence

  • The Offering Notice shall include the minimum price and terms on which such sale may be made.

  • The Offering Notice will constitute the Holdings Member’s offer to review bids from the Crestwood Member, which offer will remain outstanding for a period of 30 days.

  • The Offering Notice shall contain an irrevocable offer to sell the Shares to each Stockholder (other than the Selling Stockholder and its Affiliates) at a price equal or equivalent (as determined in the manner set forth in Section 3.1(c)(i) below) to the price contained in, and otherwise on the same terms and conditions of, the Offer and shall be accompanied by a copy of the Offer (which shall identify the Offeror).

  • The Offering Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement or understanding relating to the Offered Securities and proof satisfactory to the Company that the Offered Securities will not violate any applicable securities laws.

  • The Offering Notice shall specify the number of Registrable Securities to be included in the Offering and the intended method or methods of disposition.

  • The Offering Notice shall specify the name of the Third Party, the Relevant Interest proposed to be Transferred and the material terms on which the Transfer is to be consummated, including without limitation, the Transfer price, terms of payment and the time and place of the closing.

  • The Offering Notice shall also include copies of any investor presentation, prospectus or offering memorandum or similar disclosure document, subscription agreement and other materials delivered by or proposed to be delivered by the Company (or by any agent or investment dealer acting on behalf of the Company) to potential subscribers under the Offering.

  • The Offering Notice shall be deemed to be an offer by the Offering Stockholder to sell all Offered Shares to the other Stockholders in accordance with the terms of the Offering Notice and subject to the terms of this Agreement.

  • The Company shall promptly deliver a copy of the Offering Notice to each of the Rightholders under this Section 3.1. The Offering Notice shall include a copy of the agreement between the Selling Stockholder and the Third-Party Purchaser pertaining to the proposed Transfer of the Offered Securities to the Third-Party Purchaser.

  • The Offering Notice shall also state any other material terms and conditions of the Third Party Offer and shall include a copy of all writings between the Third Party Offeror and the Selling Stockholder necessary to establish the terms of the Third Party Offer.


More Definitions of The Offering Notice

The Offering Notice the Offeror shall offer (the "Sale Offer") to each Offeree the right to purchase a portion of the interest (the "Portion of the Interest") of the Offeror referred to in said offer, at a portion of the same price and subject to the same terms and conditions as set forth in said offer and the Offeror shall submit with the offering Notice a true copy of said offer. The portion shall be equal to the full amount of the interest offered multiplied by a fraction, the numerator of which is such Offeree's then interest in the Trust Estate and the denominator is the then interest in the Trust Estate of all Offerees. Each Offeree shall notify the Offeror and the other Offeree(s) of its election within fifteen (15) days of the date of its receipt of the Offering Notice; provided, however, that such election shall be as to all of the Portion of the Interest.
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The Offering Notice shall contain an irrevocable offer to sell the Shares to the Company and Cypress at a price equal or equivalent (as determined in the manner set forth in Section 3.1(b)(i) below) to the price contained in, and otherwise on the same terms and conditions of, the Offer and shall be accompanied by a copy of the Offer (which shall identify the Offeror).
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Related to The Offering Notice

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

  • Shelf Offering Notice has the meaning set forth in Section 1(d)(i).

  • 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).

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