Third Party Offer Terms definition

Third Party Offer Terms has the meaning set forth in Section 4.1 hereof.
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Examples of Third Party Offer Terms in a sentence

  • The Sponsor shall have a period of two (2) Business Days following receipt of the Third Party Offer Notice (the “Match Period”) to deliver to the Company a bona fide written binding offer to purchase New Equity Securities on the Third Party Offer Terms (the “Matched Offer”).

  • The Participation Notice shall identify the third party purchaser and the material terms (including the proposed closing date) of the proposed sale of the Offered Securities (the "Third Party Offer Terms").

  • If the Selling Shareholder wishes to sell all or any part of the Offered Shares on terms other than the Third Party Offer Terms or does not sell such Offered Shares on the Third Party Offer Terms within the aforementioned thirty (30) day period, the Selling Shareholder shall be obligated to make new offers and re-offers to the Company and the Non-Selling Shareholders, in accordance with this Section 4, before it shall be permitted to Transfer its Shares, or any part thereof, to any Person.

  • For a period of thirty (30) days after the date the Final Purchase Notice is given, the Selling Shareholder may, subject to Section 4(g) and 4(h) below, sell the Offered Shares to the Person who made the Bona Fide Offer ("Third Party Offeror"); provided, however, that such Offered Shares are sold to the Third Party Offeror upon the Third Party Offer Terms, and that such Third Party Offeror executes a Counterpart.

  • The Participation Notice shall identify the third party purchaser (if the transaction is a private sale) and the material terms (including the proposed closing date) of the proposed sale of the Offered Securities (the "Third Party Offer Terms").

  • Each Third Party Offer Notice constitutes an offer made by Purchaser to enter into an agreement with Seller on the same Third Party Offer Terms of such Third Party Offer (the “ROFR Offer”).

  • In the event the offering party does not acquire the Licensed Content concerned on the Third Party Offer Terms, then Company’s right of first refusal pursuant to this paragraph shall continue to apply to the Licensed Content concerned.

  • A Sociedade terá, então, quarenta e cinco (45) dias para exercer seu direito de adquirir os direitos de propriedade intelectual (incluindo direitos autorais) no Conteúdo Licenciado em questão, nos mesmos termos Content concerned to the offering party in accordance with the Third Party Offer Terms, subject always to the rights granted to Company under this Agreement.

Related to Third Party Offer Terms

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

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

  • 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.

  • Sell or Offer to Sell means to: • sell, offer to sell, contract to sell or lend, • effect any short sale or establish or increase a Put Equivalent Position or liquidate or decrease any Call Equivalent Position • pledge, hypothecate or grant any security interest in, or • in any other way transfer or dispose of, in each case whether effected directly or indirectly.

  • Price Proposal means the price offer included in the Proposal submitted by a Proposer as set forth on the forms requested in Exhibit C-2 of the ITP.

  • 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)

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

  • 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.

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

  • Offer means “proposals” in negotiation.

  • Market/Offer Price means the highest of (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all or any substantial part of Issuer's assets or deposits, the sum of the net price paid in such sale for such assets or deposits and the current market value of the remaining net assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of such sale. In determining the market/offer price, the value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and reasonably acceptable to Issuer.

  • Third Party Sale means any sale for resale in interstate commerce to a Power Purchaser that is not designated as part of Network Load under the Network Integration Transmission Service but not including a sale of energy through the PJM Interchange Energy Market established under the PJM Operating Agreement.

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

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

  • Permitted Offer means a tender offer or an exchange offer for all outstanding Common Shares of the Company determined by the Board of Directors of the Company, after receiving such advice as it deems necessary and giving due consideration to all relevant factors, to be in the best interests of the Company and its stockholders.

  • 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.

  • Subsequent Offering means any further issuance of Interests in any Series, excluding any Initial Offering or Transfer.

  • Subsequent Placement means the sale, grant of any option to purchase, or other disposition of by the Company, directly or indirectly, of any of the Company’s or its Subsidiaries’ equity or equity equivalent securities, including, without limitation, any Convertible Securities, Options, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Convertible Securities or Options.

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

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • Firm Offer means an offer which, when made, was capable of becoming legally binding upon acceptance.

  • Initial Offer Price means the initial price payable for a Share as specified in the relevant Supplement for each Fund.

  • Superior Offer Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to purchase more than 50% of the outstanding shares of Company Common Stock on terms that the board of directors of the Company determines, in its reasonable judgment, based upon the written advice of its financial advisor, to be more favorable to the Company's shareholders than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely to be obtained by such third party on a timely basis.

  • Proposal means the Technical Proposal and the Financial Proposal of the Consultant.

  • Competing Transaction has the meaning set forth in Section 6.1(n).

  • Proposed Transaction is defined in Section 6.2(a).