Third Party Offer Clause Samples
A Third Party Offer clause defines the procedures and rights that apply when one party receives an offer from an external party to purchase or otherwise acquire an interest in the subject matter of the agreement. Typically, this clause requires the party receiving the third-party offer to notify the other party and may grant the non-receiving party a right of first refusal or a right to match the offer. This mechanism ensures that existing parties have an opportunity to retain control or involvement before interests are transferred to outsiders, thereby protecting their position and preventing unwanted third-party involvement.
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Third Party Offer. (a) Prior to the consummation of any sale of all or any portion of the shares of Common Stock or other Securities held by the Investor to a Third Party, the Investor shall cause each bona fide offer from such Third Party to purchase such shares from the Investor (a “Third-Party Offer”) to be reduced to writing and shall send written notice of such Third-Party Offer (the “Initial Offer Notice”) to the Existing Stockholders and any other Persons who are parties to written agreements with the Investor entitling such stockholders to include shares of Common Stock or other Securities in such sale (the Existing Stockholders and such other stockholders, collectively, the “Company Stockholders”). Each Third-Party Offer shall include an offer to purchase shares of Common Stock or other Securities from the Company Stockholders, in the amounts determined in accordance with Subsection 3.3 of this Section 3, at the same time, at the same price and on the same terms as the sale by the Investor to the Third Party, and according to the terms and conditions of this Agreement. The Initial Offer Notice shall be accompanied by a true copy of the Third-Party Offer (including all material information available to the Investor relating thereto). If a Company Stockholder desires to accept the offer contained in the Initial Offer Notice, such Company Stockholder shall furnish written notice to the Investor, within 15 days after its receipt of the Initial Offer Notice, indicating such Stockholder’s irrevocable acceptance of the offer included in the Initial Offer Notice and setting forth the maximum number of Securities such Stockholder agrees to sell to the Third Party (the “Acceptance Notice”). If a Company Stockholder does not furnish an Acceptance Notice to the Investor in accordance with these provisions by the end of such 15-day period, such Company Stockholder shall be deemed to have irrevocably rejected the offer contained in the Initial Offer
Third Party Offer. If, during the term of this Lease, ▇▇▇▇▇▇ should receive a bona fide written offer from a third party to purchase the Hangar, which offer Lessee is inclined to accept, Lessee shall give written notice to County. County shall have the first right of refusal to purchase the Hangar on the same terms and conditions as set forth in such offer. County shall exercise its right to purchase by delivering written notice of intent to purchase to Lessee within thirty (30) days of receipt of Lessee’s notice, and County shall complete the purchase within sixty (60) days of County’s notice of intent to purchase. The closing of such purchase shall effect an automatic termination of this Lease, and Lessee shall have no further obligation to pay rent.
Third Party Offer. In the event a Member desires to sell all or any portion of its Membership Interest to another person (other than an existing Member), the selling Member shall first offer to sell the Membership Interest to the other existing Members. Upon the receipt of an offer from a Third Party to purchase such Membership Interest, the selling Member shall promptly deliver a copy of the Third Party offer to all other Members. Each Member will have fifteen (15) days from the date of receipt of the Third Party offer to notify the selling Member in writing that the other Member intends to purchase the Membership Interest upon the terms and conditions of the Third Party offer. If more than one other Member desires to purchase the Membership Interest, each of the purchasing Members shall purchase a portion of the Membership Interest that is proportional to that Member's Percentage Interest. If none of the other Members give notification within fifteen (15) days of an intention to purchase the Membership Interest, then the selling Member shall be permitted to sell the Membership Interest to the Third Party upon the terms and conditions of the Third Party offer.
Third Party Offer. Notwithstanding anything contained in this Section 8.13 of this Agreement to the contrary, if the purchase of the Company interest proposed for sale results from an exercise of a right of first refusal by the Company as provided in Section 8.11 of this Agreement, then the terms for the payment of the purchase price shall be those set forth in the third partyoffer.
Third Party Offer. If at any time when the Option remains unexercised with respect to any of the Shares, a general offer to purchase all of the issued shares of the Company is made by a third party, the Company shall use its best efforts to bring such offer to the attention of the Participant as soon as practicable and the Company may, at its option, require the acceleration of the time for the exercise of the Option and of the time for the fulfilment of any conditions or restrictions on such exercise.
Third Party Offer. During the period from the date of this Agreement until the Closing or the effective date of termination of this Agreement pursuant to the termination provisions of Sections 9.1(a), 9.1(b), 9.1(c), 9.1(d), 9.1(f) or 9.1(g), if the Board of Directors determines in good faith to accept a Superior Proposal, prior to accepting such Superior Proposal, the Company shall first (a) disclose to the Investors the terms and conditions of such Superior Proposal and (b) offer the Investors the opportunity to enter into a transaction with the Company on terms no less favorable to the Company and its stockholders from a financial point of view (including conditions to consummation of the contemplated transactions) than those contained in the Superior Proposal (the “Offer”). A Majority in Interest of the Investors shall be entitled to notify the Company within five (5) business days of the terms of a transaction with the Company in response to the Offer (a “Counter Proposal”). If the terms of the Counter Proposal are determined by the Board of Directors (after consultation with its legal and financial advisors) in good faith to be no less favorable to the Company and its stockholders from a financial point of view (including conditions to consummation of the contemplated transaction) than those contained in the Superior Proposal, then the Company shall accept the Counter Proposal. If the Company does not receive a Counter Proposal from a Majority in Interest of the Investors within such five (5) business day period, the Company may accept the Superior Proposal, provided there are no subsequent material changes to the terms of such Superior Proposal. If the terms of such Superior Proposal are materially changed, such Superior Proposal shall be deemed a new proposal and shall be subject to each of the terms of this Section 8.8. This Section 8.8 shall apply to any Superior Proposal made by any person or entity at any time prior to the termination of the Investors’ rights under this Section 8.8.
Third Party Offer. If any Stockholder (the “Stockholder Offeree”) receives a “bona fide” written offer, whether such offer is transmitted to one or more Stockholders of the Company, (the “Third Party Offer”) from a potential transferee (the “Third Party Offeror”) to purchase Shares owned by the Stockholder Offeree and the Stockholder Offeree proposes to accept the Third Party Offer, the Stockholder Offeree may not sell any of such Shares unless (a) such Stockholder Offeree has complied with the provisions of this Article III prior to taking any such action, or (b) such sale constitutes an “Exempt Transfer” pursuant to Section 3.11 hereof. Within ten (10) days following the receipt of the Third Party Offer, the Stockholder Offeree shall obtain from the Third Party Offeror a statement in writing addressed to the Stockholder Offeree and signed by the Third Party Offeror in as many counterparts as may be necessary (collectively, the “Statement”) setting forth (i) the date of the Statement (the “Statement Date”); (ii) the number of Shares covered by the Third Party Offer, the price per Share to be paid by the Third Party Offeror (the “Third Party Price”) and the terms of payment of such Third Party Price; (iii) a representation that the Third Party Offer has been approved by the Third Party Offeror’s board of directors (or the equivalent if the Third Party Offeror is not a corporation), if the Third Party Offeror is not an individual; (iv) the Third Party Offeror’s willingness to be bound by the terms of this Agreement if the Third Party Offer is accepted; (v) the Third Party Offeror’s name, address and telephone number; and (vi) the Third Party Offeror’s willingness to supply any additional information about itself as may be reasonably requested by any of the Stockholders other than the Stockholder Offeree (the “Other Stockholders”). The provisions of Sections 3.1 through 3.8 shall not apply to any Third Party Offer which, if consummated, would constitute a Sale of the Company pursuant to clause (ii) or (iii) of the definition thereof.
Third Party Offer. The Corporation will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 3.02 applicable to an offer made by the Corporation and such third party purchases all Notes properly tendered and not withdrawn under such third party’s offer.
Third Party Offer. If Buyer gives notice under clause (b) above, Seller and Buyer shall execute an Agreement of Sale for the Property pursuant to the terms and conditions of the Bona Fide Third Party Offer (with such modifications as are necessary to reflect the names of the parties and the passage of time since the presentation of the Bona Fide Third Party Offer) and Buyer shall no longer have any right to acquire the Property in accordance with the terms of Sections 1-7 hereof; provided, however, that in such event, if the Second Year Option Payment has been paid, the Second Year Option Payment, less Carrying Costs during the Second Option Year, shall nevertheless be credited to the purchase price payable under the terms of the Bona Fide Third Party Offer in the same manner as such payment would have been credited to the Purchase Price if the Option had been exercised and this Agreement shall terminate and be of no further force and effect. If Buyer does not elect to purchase the Property under either clause (a) or clause (b) above within such fifteen (15) day period, Buyer's rights under this Agreement shall terminate (except as set forth below) and Seller shall have the right to sell the Property upon the terms and conditions contained in the Bona Fide Third Party Offer free an clear of this Agreement and Buyer's Option hereunder; provided, however, that if closing upon such Bona Fide Third Party Offer shall occur following the payment of the Second Year Option Payment, Seller shall repay to Buyer an amount equal to the Second Year Option Payment theretofore paid by Buyer to Seller, less Carrying Costs to the date of execution of the Agreement of Sale with the Buyer under the Bona Fide Third Party Offer (the "Third Party Agreement of Sale"). If Seller does not complete the sale of the Property on the terms and conditions and in accordance with the Bona Fide Third Party Offer within the lesser of the period set forth in the Third Party Agreement of Sale or one hundred eighty (180) days following the date of expiration of this first refusal as set forth in this paragraph (such time period, the "Lock Out Period"), the right of Buyer to exercise the Option as set forth in Sections 1 through 7 above shall be reinstated and be exercisable by Buyer, and the right of first refusal contained in this Section 8 shall be reinstated and shall apply with respect to any subsequent Bona Fide Third Party Offer to purchase the Property during the balance of the First Option Period and the...
Third Party Offer. For so long as GM and its Affiliates continue to hold in the aggregate not less than 10% of the issued and outstanding common shares in the capital of the Corporation, in the event that:
(a) the Founder receives from any Person a bona fide offer to purchase or otherwise acquire, directly or indirectly, substantially all of the Shares for a purchase price payable in cash, shares or other consideration upon closing, or
(b) the Founder receives from a Competitor a bona fide offer to purchase or otherwise acquire, directly or indirectly, any of the Shares for a purchase price payable in cash, shares or other consideration upon closing, (each such offer being referred to in this section 2 as a "Purchase Offer" and each such offeror or Competitor, as the case may be, being referred to in this section 2 as the "Offeror") and the Founder intends to accept such Purchase Offer if the right of first refusal provided herein is not exercised, the Founder shall be free, subject to the terms hereof, to sell the Shares to the Offeror at the price and upon the terms and conditions set forth in the Purchase Offer, provided the Founder has first offered the Shares to GM in the manner and on the terms specified below and GM has not given proper notice as specified below that it intends to purchase the Shares.