Response to Third Party Offer Clause Samples

Response to Third Party Offer. The ▇▇▇▇▇▇ Group shall mean ▇▇▇▇ ▇. ▇▇▇▇▇▇, trusts for the benefit of his children, his children, and any transferee from any of such persons pursuant to the provisions of this Section 2. The Skestos Group shall mean ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Sotseks and any transferee from any of such persons pursuant to the provisions of this Section 2. The Alonso group shall mean ▇▇▇▇▇▇ ▇▇▇▇▇▇ and any transferee from him pursuant to the provisions of this Section 2. Such Groups shall be bound by the majority vote of the Group of which they are a part. If either the ▇▇▇▇▇▇ Group, the Skestos Group or the Alonso Group receives a written offer, by its terms irrevocable for at least 30 days, to purchase all of the Shares and outstanding options of such Group and such Group wishes to accept such offer, a representative of such Group shall advise the members of the other Groups of the terms of such offer within 10 days following receipt thereof. The other Groups shall have the right, for a period of 15 days following such receipt, to give notice in writing to such Group that the other Groups elect to purchase all of the Shares and outstanding options of such Group at the price and on the terms proposed by the third party purchaser, supported by credible financial assurances that the other Groups are able to do so. Alternatively, the other Groups may in a writing delivered within the same time period elect to require that all of their Shares and outstanding options be purchased at the same price and on the same terms by the proposed third party purchaser. If the proposed third party purchaser is unwilling to purchase all of such offered Shares and outstanding options, then any Group may reject such offer in its entirety or the Groups may agree to sell, on a pro rata allocation, such number of Shares and outstanding options as the proposed third party purchaser is willing to buy.
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Related to Response to Third Party Offer

  • Notice to Third Parties Licensee shall give written notice, prior to the first sale of Licensed Product, to any Third Party to which it sells Licensed Product of the restrictions contained in this Section 5, and Licensee shall use its best endeavors, without prejudice to any other provision of this Agreement, to ensure that such Third Parties will undertake to abide by the restrictions contained in this Section 5 and will assist the MPP and Pfizer in securing compliance with this Section 5 and the restrictions which it contemplates.

  • Sale to Third Party If the Company, after receiving the Sale Notice, fails to exercise its option as provided in Section 3.2, or if it declines to exercise the same, the Participant shall be entitled to transfer the Vested Shares to the third party on the terms contained in the Offer, and shall be entitled to have his Vested Shares transferred on the books of the Company, but only if the third party purchaser agrees to be bound by the terms of this Agreement applicable to Vested Shares. If the Participant fails to close the transfer of his Vested Shares within sixty (60) days after the option of the Company has expired or been waived, the restrictions contained in this Article III shall again apply and must be met prior to effecting any transfer of Vested Shares. Any transfer of Vested Shares by the Participant to any unaffiliated third party shall comply with all applicable securities laws, and the Company may refuse to transfer any Vested Shares unless it receives such assurance and opinions from legal counsel acceptable to the Company that any such transfer is in compliance with all applicable securities laws.

  • Third Party Notices Portions of the Apple Software or Services may utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the electronic documentation for the Apple Software and Services, and Your use of such material is governed by their respective terms.

  • Notice of Third Party Claims Pursuant to Public Contract Code Section 9201, District shall provide Contractor timely notification of the receipt of any third-party claim relating to this Contract. District shall be entitled to recover its reasonable costs incurred in providing such notification.

  • Disclosure to Third Parties The Company shall have the right to disclose to third parties, in whatever manner the Company may determine, the fact that this Agreement has been executed, the names of the parties to this Agreement and the terms hereof.