Common use of Bona Fide Offer Clause in Contracts

Bona Fide Offer. If, at any time prior to the Cut-Off Date, a Seller proposes to voluntarily Transfer Shares to one or more persons or entities, other than in an Excluded Transfer, pursuant to a bona fide firm offer from such persons or entities (a “Solicited Proposed Transfer”), then such Seller shall give each Purchaser written notice (the “Solicited Proposed Transfer Notice”) of such Seller’s intention to make the Solicited Proposed Transfer, which Solicited Proposed Transfer Notice shall include (A) the number of Shares proposed to be Transferred by such Seller in connection with such Solicited Proposed Transfer (the “Solicited Offered Shares”), (B) the identity of the prospective transferee(s) in connection with such Solicited Proposed Transfer and (C) the consideration and the material terms and conditions upon which the Solicited Proposed Transfer is to be made. The Solicited Proposed Transfer Notice shall certify that such Seller has received a bona fide firm offer from the prospective transferee(s) and in good faith believes a binding agreement for the Solicited Proposed Transfer is obtainable on the terms set forth in the Solicited Proposed Transfer Notice. The Solicited Proposed Transfer Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement relating to the Solicited Proposed Transfer. Each Purchaser shall thereafter have an option for a period of thirty (30) days from receipt of the Solicited Proposed Transfer Notice (such thirty-day period being the “Solicited Offer Exercise Period”) to elect to purchase one-third of the Solicited Offered Shares (it being acknowledged that each Purchaser shall have the option to purchase one-third of the Solicited Offered Shares, meaning that Purchasers shall collectively have the option to purchase all of the Solicited Offered Shares), subject to the same material terms and conditions as described in the Solicited Proposed Transfer Notice, except that the per share purchase price payable by Purchasers for each Solicited Offered Share shall be equal to the greater of: (1) the per share purchase price contained in the Solicited Proposed Transfer Notice; and (2) the Purchase Price. A Purchaser may exercise such purchase option and, thereby, purchase one-third of the Solicited Offered Shares, by notifying such Seller in writing before expiration of the Solicited Offer Exercise Period as to such Purchaser’s exercise of such purchase option. If a Purchaser gives such Seller notice that such Purchaser desires to purchase Solicited Offered Shares, then payment for the Solicited Offered Shares shall be by check or wire transfer, against delivery of the Solicited Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after Purchasers’ receipt of the Solicited Proposed Transfer Notice, unless the Solicited Proposed Transfer Notice contemplated a later closing with the prospective third-party transferee(s). In the event that Purchasers do not elect to collectively purchase all Solicited Offered Shares in connection with a Solicited Proposed Transfer, then such Seller shall be free to sell to the prospective third-party transferee(s) all of the Solicited Offered Shares, upon terms that are no more favorable than those included in the Solicited Proposed Transfer Notice. Any subsequent proposed sale of Solicited Offered Shares to the third-party proposed transferee(s) on terms that are more favorable than those included in the Solicited Proposed Transfer Notice shall constitute a new Solicited Proposed Transfer and shall give rise anew to the options described in this Section 4(a)(i).

Bona Fide Offer. If(a) If any Stockholder shall receive a Bona Fide Offer to purchase any of his, at any time prior her or its Shares, which Bona Fide Offer is acceptable to such Stockholder (herein "the Cut-Off Date, a Seller proposes to voluntarily Transfer Shares to one or more persons or entities, other than in an Excluded Transfer, pursuant to a bona fide firm offer from such persons or entities (a “Solicited Proposed Transfer”Seller"), then in such event the Seller shall promptly give each Purchaser written notice (to the “Solicited Proposed Transfer Notice”) other Stockholders and to the Corporation of the Seller's intention to sell the subject Shares, which notice shall include a photocopy of such Seller’s intention to make the Solicited Proposed TransferBona Fide Offer, which Solicited Proposed Transfer Notice shall include (A) the number of Shares proposed to be Transferred by such Seller in connection with such Solicited Proposed Transfer (the “Solicited Offered Shares”), (B) the identity of the prospective transferee(s) in connection with such Solicited Proposed Transfer and (C) the consideration and the material terms and conditions upon which the Solicited Proposed Transfer is to be made. The Solicited Proposed Transfer Notice shall certify that such Seller has received a bona fide firm offer from the prospective transferee(s) and in good faith believes a binding agreement for the Solicited Proposed Transfer is obtainable on the terms set forth in the Solicited Proposed Transfer Notice. The Solicited Proposed Transfer Notice shall also include a copy of any written proposalthe check representing the earnest money deposit of the purchase price, term sheet or letter of intent or other agreement relating and an offer b▇ ▇▇▇ ▇eller to sell the subject Shares to the Solicited Proposed Transfer. Each Purchaser other Stockholders or the Corporation in accordance with the terms hereof. (b) The offer of the Seller required by subparagraph 4(a) above shall thereafter have an option run to the Stockholders in the following order: (1) Persons constituting members of the same family unit of which the Seller is a member (i.e., the Bruce Taylor Family Unit, the Cindy Taylor Bleil F▇▇▇▇▇ ▇▇▇▇, the Jeffrey Taylor ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇e Sidney Taylor Fa▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ case may be) sha▇▇ ▇▇▇▇ ▇▇▇ ▇xclusive option, for a period of thirty (30) days from receipt after delivery of the Solicited Proposed Transfer Notice (such thirty-day period being the “Solicited Offer Exercise Period”) Seller's notice, to elect to purchase one-third the Shares which the Seller proposes to sell at the same price and on the same terms as contained in the Bona Fide Offer, except for those terms pertaining to closing which shall be governed by subparagraph 4(c) hereof. In the event the option is exercised in a manner so as to oversubscribe the Shares which Seller proposes to sell, and the members of the Solicited Offered family unit are unable to agree unanimously with respect to the allocation thereof, then the number of Shares which shall be purchased by each prospective purchaser in the family unit shall be determined as follows: (it being acknowledged that each Purchaser shall i) First, to the members who have the option elected to purchase one-third a number of Shares equal to or less than their ratable portion of the Solicited Offered Shares; (ii) Then, meaning that Purchasers shall collectively to the members who have the option elected to purchase more than their ratable portion of the Shares in accordance with the relative number of Shares each of such purchasers then owns. (2) In the event the members of the Seller's family unit do not exercise their options within said 30-day period as to all of the Solicited Offered Shares)Shares proposed to be sold, subject the persons constituting members of the other family units (e.g., if Seller is a member of the Bruce Taylor Family Unit, the "other family units" ▇▇▇ ▇▇▇▇▇▇▇s of this paragraph would be the Cindy Taylor Bleil Family Unit, the Jeffrey Taylor Family Unit ▇▇▇ ▇he Sidney Taylor F▇▇▇▇▇ ▇▇▇▇) ▇▇all have the exclusive ▇▇▇▇▇▇, ▇▇▇ a period of 30 days following expiration of the 30- day period provided for in subparagraph 4 (b)(1) above, to elect to purchase the Shares proposed to be sole by the Seller for which the members of Seller's family unit have not exercised their options, at the same material price and on the same terms and conditions as described in the Solicited Proposed Transfer Notice, except that the per share purchase price payable by Purchasers for each Solicited Offered Share shall be equal to the greater of: (1) the per share purchase price contained in the Solicited Proposed Transfer Notice; and (2) the Purchase Price. A Purchaser may exercise such purchase option andBona Fide Offer, thereby, purchase one-third of the Solicited Offered Shares, by notifying such Seller in writing before expiration of the Solicited Offer Exercise Period as except for those terms pertaining to such Purchaser’s exercise of such purchase option. If a Purchaser gives such Seller notice that such Purchaser desires to purchase Solicited Offered Shares, then payment for the Solicited Offered Shares shall be by check or wire transfer, against delivery of the Solicited Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing thereforclosing, which shall be no later than forty-five (45governed by subparagraph 4(c) days after Purchasers’ receipt of the Solicited Proposed Transfer Notice, unless the Solicited Proposed Transfer Notice contemplated a later closing with the prospective third-party transferee(s)hereof. In the event that Purchasers do not elect the members of the other family units exercise the option in a manner so as to collectively purchase all Solicited Offered oversubscribe the Shares in connection with a Solicited Proposed Transfer, then such which Seller shall be free proposes to sell to them, then the number of Shares which shall be purchased by each prospective thirdpurchaser in the other family units shall be determined as follows: (i) First, to the members of the other family units who have elected to purchase a number of Shares equal to or less than their ratable portion of the Shares; (ii) Then, to those members of the other family units who have elected to purchase more than their ratable portion of the Shares in accordance with the relative number of Shares each of such purchasers then owns. (3) In the event both the members of the Seller's family unit and the members of the other family units do not exercise their options within their respective 30-party transferee(sday option periods in accordance with the terms hereof as to all the Shares which Seller proposes to sell, the Corporation shall have the exclusive option, for a period of 15 days following expiration of the 30-day period provided for in subparagraph 4(b)(2) above, to elect to purchase all, and not less than all, of the Shares proposed to be sold by the Seller for which the members of the Seller's family unit and the members of the other family units have not exercised their options, at the same price and on the same terms as contained in the Bona Fide Offer, except for those terms pertaining to closing, which shall be governed by subparagraph 4(c) hereof. (4) Notwithstanding the foregoing, the exercise of any option provided for in subparagraph 4(b)(1), 4(b)(2) and 4(b)(3) above shall be void and of no force or effect unless such options, in the aggregate, shall have been exercised with respect to all of the Solicited Offered Shares, upon terms that are no more favorable than those included Shares proposed to be sold by Seller. (c) The closing of any purchase and sale provided for in this paragraph 4 shall take place at the Solicited Proposed Transfer Notice. Any subsequent proposed sale offices of Solicited Offered Shares the Corporation on a date mutually acceptable to the third-party proposed transferee(sparties taking part in said closing or within ninety (90) on terms that are more favorable than those included days following delivery of Seller's notice as provided for in the Solicited Proposed Transfer Notice shall constitute a new Solicited Proposed Transfer and shall give rise anew to subparagraph 4(a) hereof, whichever date is later. (d) All of the options described in this Section 4(a)(iparagraph 4 shall be exercised by giving written notice thereof to all of the other parties hereto. (e) If Seller's offer pursuant to the provisions of subparagraph 4(b) hereof is not accepted as to all of the Shares covered by said offer by the end of all of the applicable option periods provided for in this paragraph 4, the Seller shall be free, for a period of sixty (60) days from and after the expiration of the last applicable option period provided for herein, to sell the subject Shares to the maker of the Bona Fide Offer (subject to the provisions of paragraph 3 hereof), in accordance with the terms of the Bona Fide Offer. If no such sale is consummated within said sixty (60) day period, the Seller shall be entitled to sell his Shares pursuant to a Bona Fide Offer only by again complying with the provisions of this paragraph 4.

Bona Fide Offer. IfExcept for any Excluded Transfer (as defined below) at such time as Landlord elects to offer the Building and/or Site for sale in a transaction that would have the tax consequences of a normal sale, at any time prior Landlord shall offer in writing to sell the Cut-Off DateBuilding or Site to Tenant, which written offer shall include the purchase price, how paid, when escrow is to close, conditions to close of escrow, and a Seller proposes to voluntarily Transfer Shares to one or more persons or entitiesproposed form of purchase agreement between Landlord and Tenant (collectively, other than in an Excluded Transfer, pursuant to a bona fide firm offer from such persons or entities (a the “Solicited Proposed TransferOffer”), then such Seller . Tenant shall give each Purchaser written notice (the “Solicited Proposed Transfer Notice”) of such Seller’s intention to make the Solicited Proposed Transfer, which Solicited Proposed Transfer Notice shall include (A) the number of Shares proposed to be Transferred by such Seller in connection with such Solicited Proposed Transfer (the “Solicited Offered Shares”), (B) the identity of the prospective transferee(s) in connection with such Solicited Proposed Transfer and (C) the consideration and the material terms and conditions upon which the Solicited Proposed Transfer is to be made. The Solicited Proposed Transfer Notice shall certify that such Seller has received a bona fide firm offer from the prospective transferee(s) and in good faith believes a binding agreement for the Solicited Proposed Transfer is obtainable on the terms set forth in the Solicited Proposed Transfer Notice. The Solicited Proposed Transfer Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement relating to the Solicited Proposed Transfer. Each Purchaser shall thereafter thereupon have an option for a period of thirty (30) days from receipt in which to notify Landlord of the Solicited Proposed Transfer Notice (such thirty-day period being the “Solicited Offer Exercise Period”) to elect its intent to purchase one-third the Building, and/or Site on the terms and conditions contained in the Offer. Failure to notify Landlord shall constitute notice of the Solicited Offered Shares (it being acknowledged that each Purchaser shall have the option Tenant’s intent not to purchase one-third of the Solicited Offered SharesBuilding, meaning that Purchasers shall collectively have the option to purchase all of the Solicited Offered Shares), Premises and/or Site which is subject to the same material Offer on the terms and conditions contained in the Offer. If Tenant rejects the Offer or fails to notify Landlord as provided above, Landlord may then offer to sell the Building and/or the Site which is subject to the Offer on such other terms and conditions as described it deems appropriate. Landlord shall give notice to Tenant of the terms of any offer received from a bona fide third party (“Offeror”) which Landlord intends to accept (subject to Tenant’s rights under this Section 31.2) including, without limiting the generality of the details of said notice, the purchase price, how paid, when escrow is to close, conditions to close of escrow, any obligations of Landlord (as seller) and a copy of the agreed upon form of purchase agreement between Landlord and Offeror (the “Third Party Offer”). Tenant shall thereupon have five business (5) days in which to notify Landlord of its intent to purchase the Building, Premises and/or Site which is subject to the Third Party Offer on the terms and conditions contained in the Solicited Proposed Transfer NoticeThird Party Offer (subject to adjustment of the Purchase Price described below). Failure to notify Landlord shall constitute notice of Tenant’s intent not to purchase the Building, except that Premises and/or Site which is subject to the per share purchase price payable Third Party Offer on the terms and conditions contained in the Third Party Offer. If Tenant rejects the Third Party Offer or fails to notify Landlord as provided above, Landlord may then sell the Building, Premises and/or the Site which is subject to the Third Party Offer pursuant to the exact terms of the Third Party Offer. If any of the material terms or conditions of the Third Party Offer are changed prior to the sale to the Offeror, Landlord shall repeat this right of first refusal procedure, setting forth all modified terms. If Tenant does not notify Landlord of its intent to purchase, the parties shall open an escrow as set forth in the Third Party Offer and proceed to close escrow as provided in the Third Party Offer, however if the sale contemplated by Purchasers for each Solicited Offered Share such Third Party Offer fails to close, the procedure described above shall be equal repeated as to any subsequent Third Party Offer. If the Offer was less than the Third Party Offer, and Tenant chooses to exercise its Right to purchase the Building and/or site on the terms of the Third Party Offer, then Tenant shall pay to Landlord, as additional purchase price, the amount of Five Hundred Thousand Dollars ($500,000). This Right of First Refusal shall not apply to the greater offollowing Excluded Transfers: (1) the per share purchase price contained any transfer of any ownership interest in the Solicited Proposed Transfer NoticeLandlord; and or (2) the Purchase Price. A Purchaser may exercise such purchase option and, thereby, purchase one-third any transfer of the Solicited Offered SharesBuilding and/or the Site to a real estate investment trust (“REIT”) into which ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Associates, by notifying such Seller in writing before expiration Inc., a California corporation (“WWA”), is merged, acquired, or of the Solicited Offer Exercise Period as to such Purchaser’s exercise of such purchase option. If which WWA becomes a Purchaser gives such Seller notice that such Purchaser desires to purchase Solicited Offered Shares, then payment for the Solicited Offered Shares shall be by check or wire transfer, against delivery of the Solicited Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after Purchasers’ receipt of the Solicited Proposed Transfer Notice, unless the Solicited Proposed Transfer Notice contemplated a later closing with the prospective third-party transferee(s). In the event that Purchasers do not elect to collectively purchase all Solicited Offered Shares in connection with a Solicited Proposed Transfer, then such Seller shall be free to sell to the prospective third-party transferee(s) all of the Solicited Offered Shares, upon terms that are no more favorable than those included in the Solicited Proposed Transfer Notice. Any subsequent proposed sale of Solicited Offered Shares to the third-party proposed transferee(s) on terms that are more favorable than those included in the Solicited Proposed Transfer Notice shall constitute a new Solicited Proposed Transfer and shall give rise anew to the options described in this Section 4(a)(i)part.

Bona Fide Offer. If(a) If any Member (a "Third Party Selling Member") receives a valid bona fide offer (the "Offer") from a Person who is not a Permitted Transferee to purchase all or any portion of the Third Party Selling Member's Interest, at any time prior and the Third Party Selling Member desires to sell such Interest, the Third Party Selling Member may transfer such Interest only after first offering such Interest to the Cut-Off DateCompany and the other Member as provided below. If the Third Party Selling Member desires to sell the Third Party Selling Member's Interest arising out of an Offer, the Third Party Selling Member shall deliver to the Company and the other Member a Seller proposes to voluntarily Transfer Shares to one or more persons or entities, other than in an Excluded Transfer, pursuant to a bona fide firm offer from such persons or entities (a “Solicited Proposed Transfer”), then such Seller shall give each Purchaser written notice (the “Solicited Proposed Transfer an "Offer Notice”") of such Seller’s intention to make Offer which includes a copy of the Solicited Proposed TransferOffer, which Solicited Proposed Transfer Notice shall include (A) specifying the number of Shares proposed to be Transferred by such Seller in connection with such Solicited Proposed Transfer (the “Solicited Offered Shares”), (B) the identity name and address of the prospective transferee(s) transferee (the "Offeror"), the Interest included in connection with the proposed transfer (the "Offered Interest"), the proposed price for such Solicited Proposed Transfer and interest (C) the consideration "Offering Price"), the terms of the proposed transfer (the "Offering Terms"), and the material terms and conditions upon which date the Solicited Proposed Transfer is Offer was made (the "Offer Date"). (b) Within sixty (60) days following the Offer Notice specified in Section 15.4(a) above, the Company, by consent of the remaining Member, shall have the right to be madepurchase all or any part of the Offered Interest at the Offering Price. The Solicited Proposed Transfer terms of the purchase shall be the Offering Terms. Notice shall certify that such Seller has received a bona fide firm offer from of the prospective transferee(s) and in good faith believes a binding agreement for the Solicited Proposed Transfer is obtainable on the terms set forth in the Solicited Proposed Transfer Notice. The Solicited Proposed Transfer Notice shall also include a copy of any written proposal, term sheet Company's acceptance must be mailed or letter of intent or other agreement relating delivered to the Solicited Proposed TransferThird Party Selling Member within such sixty (60) day period. Each Purchaser If the Company wishes to purchase Offered Interest, the acquisition of such Interest shall thereafter be treated as a redemption of the Offered Interest. (c) If the Company fails to exercise all or any portion of its option to purchase the Offered Interest, the remaining Member shall have an option the right, for a period of thirty fifteen (3015) days from receipt after the expiration of the Solicited Proposed Transfer Notice Company's sixty (such thirty-60) day period being the “Solicited Offer Exercise Period”) to elect option period, to purchase one-third of the Solicited Offered Shares (it being acknowledged that each Purchaser Interest. The remaining Member shall have the option to purchase one-third of the Solicited Offered Shares, meaning that Purchasers shall collectively have the option right to purchase all or any part of the Solicited Offered SharesInterest in proportion to their respective Interests in the Company (excluding the Selling Member's Interest), or in such proportion as they may otherwise unanimously agree. The purchase price for such Interest shall be the Offering Price. The terms of the purchase shall be the Offering Terms. Notice of the remaining Member's acceptance must be given to the Third Party Selling Member within such fifteen (15) day period. (d) To the extent the Company and remaining Member fail to validly exercise their respective options with respect to the Offered Interest, the Third Party Selling Member may sell such Interest not purchased by the Company and the remaining Member to the unrelated third party who made the Offer at the Offering Price and on the Offering Terms. If the Third Party Selling Member fails to transfer such Interest before the 120th day following the Offer Date, all the Interest shall again become subject to the same material terms and conditions of this Agreement as described in the Solicited Proposed Transfer Notice, except that the per share purchase price payable by Purchasers for each Solicited Offered Share shall be equal to the greater of: (1) the per share purchase price contained in the Solicited Proposed Transfer Notice; and (2) the Purchase Price. A Purchaser may exercise if such purchase option and, thereby, purchase one-third of the Solicited Offered Shares, by notifying such Seller in writing before expiration of the Solicited Offer Exercise Period as to such Purchaser’s exercise of such purchase option. If a Purchaser gives such Seller notice that such Purchaser desires to purchase Solicited Offered Shares, then payment for the Solicited Offered Shares shall be by check or wire transfer, against delivery of the Solicited Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after Purchasers’ receipt of the Solicited Proposed Transfer Notice, unless the Solicited Proposed Transfer Notice contemplated a later closing with the prospective third-party transferee(s). In the event that Purchasers do had not elect to collectively purchase all Solicited Offered Shares in connection with a Solicited Proposed Transfer, then such Seller shall be free to sell to the prospective third-party transferee(s) all of the Solicited Offered Shares, upon terms that are no more favorable than those included in the Solicited Proposed Transfer Notice. Any subsequent proposed sale of Solicited Offered Shares to the third-party proposed transferee(s) on terms that are more favorable than those included in the Solicited Proposed Transfer Notice shall constitute a new Solicited Proposed Transfer and shall give rise anew to the options described in this Section 4(a)(i)been made.