Second Offer Clause Samples

The Second Offer clause establishes a process where, if an initial offer to purchase or transfer an asset is declined, the party making the offer must then present a subsequent offer to another specified party, often under similar or predetermined terms. In practice, this clause is commonly used in agreements involving rights of first refusal or co-ownership, where, for example, if a co-owner declines to buy a share, the seller must then offer it to another co-owner or a third party. The core function of the Second Offer clause is to ensure fairness and transparency in the transfer process, providing all relevant parties with a structured opportunity to acquire the asset before it is offered to outsiders.
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Second Offer. Upon the earlier to occur of, (i) expiration of the Fiat First Offer Period, if Fiat has failed to exercise such Fiat First Option or has exercised such Fiat First Option only in part, or (ii) 40 days following the expiration of the Fiat First Offer Period, if Fiat and the Selling Member have failed to enter into a definitive agreement providing for sale of all of the Offered Securities, the Selling Member shall give a second written notice (the “Second Sale Notice”) to each Non-Fiat Member and the Company stating the number and type of Membership Interests remaining to be sold after any exercise by Fiat of the Fiat First Option (the “Remaining Offered Securities”); provided, that the Remaining Offered Securities are offered at the Fiat First Offer Price and on the same terms and conditions as those in the First Sale Notice. Upon receipt of the Second Sale Notice, each Non-Fiat Member (collectively, the “Secondary Recipients”), shall have an irrevocable non-transferable option to acquire the Remaining Offered Securities as specified in the Second Sale Notice, and each of the Secondary Recipients may, within 30 days of receipt of the Second Sale Notice (the “Second Offer Period”), offer to purchase all or a portion of the Remaining Offered Securities by sending an Acceptance Notice, and such Secondary Recipient (an “Accepting Secondary Recipient”, and, together with Fiat, if Fiat has exercised its Fiat First Option in whole or in part, the “Accepting Recipients”) shall then be obligated to purchase the number of Remaining Offered Securities set forth in such Acceptance Notice on the terms and conditions set forth in the Second Sale Notice, subject to compliance with Section 13.2(h).
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Second Offer. (i) If the Holder proposes to sell or otherwise transfer the Transfer Interests to a third party that is not an Affiliate of the Holder at a price that is less than ninety percent (90%) of the Last Offer Price (the "Proposed Sale Price"), the Holder shall, prior to consummating such sale or transfer of the Transfer Interests to the third party, make an offer to the Company in writing and in accordance with Section 15 (the "Second Sale Notice"), to sell the Transfer Interests to the Company at the Proposed Sale Price. (ii) Subject to Section 11(c) below, if the Company does not deliver to the Holder written notice of acceptance of any offer made pursuant to Section 11(b)(i) within thirty (30) days after the Company's receipt of the Second Sale Notice, the Company shall be deemed to have waived its rights to purchase the Transfer Interests, and the Holder shall be entitled to issue and sell or otherwise transfer the Transfer Interests at the Proposed Sale Price to such unrelated third party within nine (9) months following the date of delivery of the Sale Notice, without the obligation to provide any further offers or notices to the Company.
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Second Offer. (i) If the Company proposes to issue and sell the Offered Securities to a third party at a price that is less than ninety percent (90%) of the Offer Price (the "Second Offer Price") within such nine-month period, the Company shall, prior to consummating such issuance and sale of the Offered Securities to the third party, make a second offer to Holder (the "Second Offer") in writing and in accordance with Section 15 (the "Second Offer Notice"), to purchase, at the Second Offer Price and on the same terms (the "Second Offer Terms") proposed to be issued and sold, a percentage of each class or type of the Offered Securities equal to the Holder Share. (ii) If Holder does not deliver to the Company written notice of acceptance of any offer made pursuant to Section 12(b)(i) within ten (10) days after Holder's receipt of the Second Offer Notice, Holder shall be deemed to have waived its rights to purchase the Offered Securities, which are the subject of the Second Offer, and the Company shall be entitled to issue and sell the Offered Securities on the Second Offer Terms and at the Second Offer Price, without the obligation to provide any further offers or notices to Holder.
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Second Offer. If the Company does not elect to purchase all of the Offered ------------ Stock within the First Offer Period, the Company shall then transmit a copy of the Transfer Notice to the other Shareholder together with a statement that it has elected not to purchase the Offered Stock, and the Offered Stock shall thereby be offered by the Selling Shareholder to the other Shareholder (the "Principal Shareholder") for a period of twenty (20) days from the transmittal --------------------- of such Transfer Notice to the Principal Shareholder (the "Second Offer ------------ Period"), for the same Offered Price and upon the same terms and conditions as ------ set forth in the Transfer Notice. The Principal Shareholder (and/or his, her or its assigns) shall be initially entitled to elect to purchase such pro rata portion of the Offered Stock as the number of shares of Stock (on an as- converted basis) owned by such Principal Shareholder on the date of the commencement of the First Offer Period bears to the number of shares of Stock (on an as-converted basis) owned by all Principal Shareholders on such date. If the Principal Shareholder does not elect, by notice in writing given to the Selling Shareholder within the Second Offer Period, to purchase all of the Offered Stock to which he or it is entitled, or if there is no such Electing Shareholder, then the Selling Shareholder shall be free to dispose of the Offered Stock within ninety (90) days of the end of the Second Offer Period (or if no Second Offer Period is required, then within ninety (90) days of the end of the First Offer Period) to the original proposed transferee, at a price not lower than the Offered Price, and upon the terms stipulated in the Transfer Notice in all material respects. However, as a condition to the effectiveness of such transfer, said transferee shall thereupon become a party to this Agreement as a Shareholder and, pursuant to Section 4.15, shall confirm such fact by executing a counterpart of this Agreement. If such Offered Stock is not so disposed of by the Selling Shareholder within such ninety (90) day period, the Selling Shareholder shall continue to hold such Stock subject to all of the terms and conditions of this Agreement and may not sell the Stock without again complying with all of the provisions hereof.
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Second Offer. If the Corporation does not elect to purchase all of the Offered Stock within the First Offer Period, the Corporation shall then transmit a copy of the Transfer Notice to the Investors together with a statement that it has elected not to purchase the Offered Stock, and the Offered Stock shall thereby be offered by the Selling Shareholder to the Investors for a period of twenty (20) days from the transmittal of such Transfer Notice to the Investors (the "Second Offer Period"), for the same Offered price and upon the same terms and conditions as set forth in the Transfer Notice. Each Investor shall be initially entitled to elect to purchase such pro rata portion of the remaining Offered Stock as the number of shares of Stock (on an as-converted basis) owned by such Investor on the date of the commencement of the First Offer Period bears to the number of shares of Stock (on an as-converted basis) owned by all Investors on such date. In the event the Offered Stock consists of shares of different classes or series, the pro rata right to purchase the Offered Stock will apply separately to each class or series of shares.
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Second Offer. If ArcLight or FirstEnergy do not accept the Offer, the offering Management Stockholder shall deliver the Offer to the Company. The Offer shall remain open and irrevocable for a period of 30 days (the “Second Offer Period”) from the date of its delivery.
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Second Offer. The Second Offer shall be accompanied by a true copy of the First Offer and an affidavit of the Offering Shareholder attesting (a) that the Offering Shareholder desires to accept the First Offer, (b) that the First Offer contains all the terms and conditions entered into between the Person having made such First Offer and the Offering Shareholder concerning the sale of the Shares, and (c) that there is no commission or similar fee that may be or may become due and payable to any broker, agent or other intermediary in connection therewith, or, to the extent that there is such a commission or similar fee payable, the full particulars thereof. The Second Offer shall be sent to the Notified Shareholder and shall be open for acceptance for 30 days (the "Offer Period") from the date of receipt of the First Offer by the Offering Shareholder. The Notified Shareholder may, by written notice to the Offering Shareholder during the Offer Period, at its sole option, either accept or reject the Second Offer. If such Notified Shareholder does not accept or reject the Second Offer in the manner or within the period set forth above, then the Notified Shareholder shall be conclusively deemed to have rejected the Second Offer.
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Second Offer. If the other Shareholders do not elect to purchase all of the Offered Stock within the First Offer Period, the Offered Stock shall then be offered by the Selling Shareholder to the Company for a period of ten (10) days from the end of the First Offer Period (the "Second Offer Period"). The Company shall have the right to purchase all, but not less than all, of the Offered Stock upon the same terms and conditions as set forth in the Transfer Notice.
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Second Offer. (A) If the investor or any of the other Shareholders do not take up their Pro Rata Entitlement so that there are excess New Securities (“Excess”) available for issue under such offer, the Excess shall be offered to the Investor and the other Shareholders who have taken up their Pro Rata Entitlement in accordance with, their respective Pro Rata Entitlements and in accordance with the provisions set out above in this clause 6 in relation to the Original Offering (“Second Offering”). (B) If any Excess remains available after the Second Offering it shall not be available for allotment and issue to any Shareholder or third party without the consent of the Board.
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Related to Second Offer

  • Tender Offer (a) The Borrower will use its best efforts to consummate the Tender Offer with respect to all of the Holding Company Convertible Notes tendered thereunder no later than November 5, 2009 (or such later date to which the Tender Offer may be extended by the Borrower in good faith) (and, upon the consummation thereof, the Borrower shall promptly notify in writing the Administrative Agent of the completion of the Tender Offer Transactions). (b) As of the Fourth Restatement Effective Date, the Borrower shall deposit the Initial Second Priority Proceeds (less the portion thereof to be used, together with the proceeds of the Tranche B Term Loans and the Tranche B-1 Term Loans, to make the payments provided for in Section 5.01(f)) directly into the Initial Second Priority Debt Proceeds Collateral Account; provided that, at any time after the Fourth Restatement Effective Date, so long as no Default shall have occurred and be continuing, the funds from the Initial Second Priority Debt Proceeds Collateral Account shall be available to be withdrawn at the request of the Borrower to the Administrative Agent solely (but for no other purpose) (i) to purchase the Holding Company Convertible Notes pursuant to the consummation of the Tender Offer and (ii) if any Holding Company Convertible Notes remain outstanding after consummation of the Tender Offer, (A) to repurchase, redeem, defease, retire or acquire for value or pay the principal of any of the remaining Holding Company Convertible Notes or (B) to make payment of cash dividends or distributions to the Holding Company in an amount sufficient to enable the Holding Company to repurchase, redeem, defease, retire, acquire for value or pay the principal of any such Holding Company Convertible Notes (provided that such payments are applied directly to such repurchase, redemption, defeasance, retirement, acquisition for value or payment of principal); provided further that (A) following the expiration of the put rights of the holders of the Holding Company 3.00% Convertible Notes on May 15, 2010 and/or the holders of the Holding Company 4.875% Convertible Notes on January 15, 2011 (but excluding any other put rights thereunder), to the extent that any such holders do not exercise such put rights pursuant to the terms thereof, within 120 days after the expiration of such put rights, the Borrower shall apply the portion of the balance held in the Initial Second Priority Debt Proceeds Collateral Account that it does not require to satisfy any such remaining put rights (or, upon expiration of all such put rights, the entire remaining balance held therein) (x) so long as no Default shall have occurred and be continuing or would result therefrom, to purchase, repurchase, redeem, prepay or otherwise acquire for value any of the Other Debt and/or (y) to prepay the Tranche B Term Loans and (if any) the Incremental Loans in the order specified in Section 2.09(b)(iii); and (B) prior to any request for withdrawal of funds by the Borrower from the Initial Second Debt Priority Proceeds Collateral Account, the Borrower shall provide a certificate signed by a senior officer of the Borrower to the Administrative Agent certifying as to the use of such funds and that such use is permitted under this Section.

  • Tender Offers In case (i) a tender or exchange offer made by the Company or any subsidiary of the Company for all or any portion of the Common Stock shall expire and such tender or exchange offer (as amended upon the expiration thereof) shall require the payment to stockholders (based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of Purchased Shares) of an aggregate consideration having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) that combined together with (ii) the aggregate of the cash plus the fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution), as of the expiration of such tender or exchange offer, of consideration payable in respect of any other tender or exchange offer, by the Company or any subsidiary of the Company for all or any portion of the Common Stock expiring within the 12 months preceding the expiration of such tender or exchange offer and in respect of which no adjustment pursuant to paragraph (5) of this Section or this paragraph (6) has been made and (iii) the aggregate amount of any distributions to all holders of the Company's Common Stock made exclusively in cash within the 12 months preceding the expiration of such tender or exchange offer and in respect of which no adjustment pursuant to paragraph (5) of this Section or this paragraph (6) has been made, exceeds 15% of the product of the Current Market Price per share of the Common Stock as of the last time (the "Expiration Time") tenders could have been made pursuant to such tender or exchange offer (as it may be amended) times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time, then, and in each such case, immediately prior to the opening of business on the day after the date of the Expiration Time, the Settlement Rate shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate immediately prior to the close of business on the date of the Expiration Time by a fraction (A) the numerator of which shall be equal to (x) the product of (I) the Current Market Price per share of the Common Stock on the date of the Expiration Time and (II) the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time less (y) the amount of cash plus the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the transactions described in clauses (i), (ii) and (iii) above (assuming in the case of clause (i) the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares), and (B) the denominator of which shall be equal to the product of (x) the Current Market Price per share of the Common Stock as of the Expiration Time and (y) the number of shares of Common Stock outstanding (including any tendered shares) as of the Expiration Time less the number of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares").

  • Offer Preparation of this Lease by either Lessor or Lessee or Lessor's agent or Lessee's agent and submission of same to Lessee or Lessor shall not be deemed an offer to lease. This Lease is not intended to be binding until executed and delivered by all Parties hereto.

  • Valid Offering Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.