Common use of Response to Third Party Offer Clause in Contracts

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.