Purchase Offer Sample Clauses
A Purchase Offer clause defines the terms under which one party proposes to buy goods, services, or property from another party. It typically outlines the price, quantity, and any specific conditions or contingencies that must be met for the offer to be valid, such as inspection rights or financing requirements. This clause serves to formalize the buyer's intent and provides a clear framework for negotiation or acceptance, thereby reducing misunderstandings and facilitating a smoother transaction process.
Purchase Offer. (a) In the event that, pursuant to Section 6.02 hereof, the Company shall commence an offer to all Holders of the Notes to purchase Notes (the "PURCHASE OFFER"), the Company shall follow the procedures in this Section 3.09.
(b) The Purchase Offer shall remain open for a period specified by the Company which shall be no less than 30 calendar days and no more than 45 calendar days following its commencement (the "COMMENCEMENT DATE") (as determined in accordance with Section 6.02 hereof), except to the extent that a longer period is required by applicable law (the "TENDER PERIOD"). Upon the expiration of the Tender Period (the "PURCHASE DATE"), the Company shall purchase the principal amount of all of the Notes required to be purchased pursuant to Section 6.02 hereof (the "OFFER AMOUNT").
(c) If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any accrued interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Purchase Offer.
(d) The Company shall provide the Trustee with written notice of the Purchase Offer at least 10 days before the Commencement Date.
(e) On or before the 30th day after a Change in Control occurs, the Company or the Trustee (at the written request and expense of the Company, the Company having provided to the Trustee the requisite information therefor) shall send, by first class mail, a notice to the Trustee and each of the Holders, which shall govern the terms of the Purchase Offer and shall state:
(i) that the Purchase Offer is being made pursuant to this Section 3.09 and Section 6.02 hereof, that all Notes validly tendered will be accepted for payment and the length of time the Purchase Offer will remain open;
(ii) the purchase price (as determined in accordance with Section 6.02 hereof) and the Purchase Date, and that all Notes validly tendered will be accepted for payment;
(iii) that any Note or portion thereof not validly tendered or accepted for payment will continue to accrue interest;
(iv) that, unless the Company defaults in the payment of the purchase price, any Note or portion thereof accepted for payment pursuant to the Purchase Offer will cease to accrue interest after the Purchase Date;
(v) that Holders electing to have a Note or portion thereof purchased pursuant to any Purchase Offer will be required to surren...
Purchase Offer. With respect to a Portfolio Sale, subject to Section 10.5, the Administrative Member shall have sixty (60) days from the date of receipt of the Intent to Sell Notice to either (a) send BREA a Purchase Offer, or (b) notify BREA in writing that the Administrative Member is not prepared to purchase the Portfolio/Company Interest. Failure of the Administrative Member to respond in writing to the Intent to Sell Notice within such sixty (60) day period, as applicable, shall be deemed an election by the Administrative Member that the Administrative Member is not prepared to purchase the Portfolio/Company Interest.
Purchase Offer. See Section 10.3.(C).
Purchase Offer. With respect to a Property Sale, subject to Section 10.5, the Administrative Member shall have thirty (30) days from the date of receipt of the Intent to Sell Notice to either (a) send BREA a Purchase Offer, or (b) notify BREA in writing that the Administrative Member is not prepared to purchase the applicable Property or Properties. Failure of the Administrative Member to respond in writing to the Intent to Sell Notice within such thirty (30) day period, as applicable, shall be deemed an election by the Administrative Member that the Administrative Member is not prepared to purchase the Property or Properties.
Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Offer, shall state:
Purchase Offer. See Section 6.15.
Purchase Offer. At Completion (as defined below) the Seller agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase from the Seller, all of the Seller’s rights, title and interest in and to the relevant Equity Shares free and clear of any Encumbrances and subject to the terms and conditions of this Agreement.
Purchase Offer. Assignee further hereby agrees to deliver to each RVision Constituent Owner receiving more than 50,000 shares of New ELI Stock at the Closing of t▇▇ Consolidation Agreement, the irrevocable, joint and several offer of the Spinoffs to purchase shares of New ELI Stock held by such RVisio▇ ▇onstituent Owners, as more particularly described in Section 6.21
Purchase Offer. If at any time following the expiration of the Lock-Up Period and prior to a Qualified IPO of the Partnership (or any successor thereto) (other than in the case of a Transfer which is expressly permitted under this Agreement) any holder of Class A Units (a “Seller”) desires to sell or otherwise dispose of all or any portion of its Units, the Seller shall deliver a Purchase Offer (as herein defined) to each Designating Party (the “Offerees”) and the Partnership. A “Purchase Offer” is an offer to sell all or a portion of the Units (the “ROFO Securities”) held by the Seller which (i) is in writing, (ii) sets forth a purchase price all in cash, payable at closing or over a fixed period of time and (iii) includes any other material terms and conditions of the offer.
Purchase Offer. (a) If the Company shall elect not to make, or shall fail to make, the Change of Control Offer following the occurrence of a Change of Control pursuant to Section 13 hereof within the 20-day period specified therein, then in addition to the redemption rights that the Company may exercise pursuant to Section 10 hereof after _____, 2005, the Company shall also have the right (but not the obligation), (i) at any time and from time to time prior to ______, 2005, to offer (the "Purchase Offer") to repurchase all, but not less than all, of the outstanding shares of Series A Preferred Stock at a purchase price per share in cash equal to 101% of the Liquidation Preference of each share of Series A Preferred Stock repurchased (after giving effect to the Special Dividend, if any), plus an amount equal to 101% of all dividends accrued and unpaid thereon from the last Dividend Payment Date to the date fixed for repurchase (the "Purchase Payment") and (ii) at any time and from time to time following _______, 2005, to make a Purchase Offer to repurchase all, but not less than all, of the outstanding shares of Series A Preferred Stock at a purchase price per share in cash equal to 100% of the Liquidation Preference of each share of Series A Preferred Stock repurchased (after giving effect to the Special Dividend, if any), plus an amount equal to 100% of all dividends accrued and unpaid thereon from the last Dividend Payment Date to the date fixed for repurchase (the "Par Purchase Payment"). If the Company elects to make a Purchase Offer, the Company shall mail a notice to each holder of shares of Series A Preferred Stock (with a copy to the Registrar) offering to repurchase shares of Series A Preferred Stock on a date specified in such notice (the "Purchase Payment Date"), which date shall be no earlier than 90 days and no later than 120 days from the date such notice is mailed, pursuant to the procedures required by Section 6 and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the repurchase of the Series A Preferred Stock hereunder.
(b) On the Purchase Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all shares of Series A Preferred Stock properly tendered pursuant to the Purchase Offer;
(ii) deposit with the paying agent an amount equal to the Purchase Payment ...