Acceptance; Counter Offer Sample Clauses

Acceptance; Counter Offer. Notice of the Sale Offer selected by the holders of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock and Series D Preferred Stock pursuant to Section 3.3 above shall be given by the Company to each Founder. Within 30 days following receipt of notice of such selection, the Company (or, if the selected Sale Offer is an offer to purchase capital stock of the Company, the Founders) must accept the selected Sale Offer or the Company must make a counter offer (a “Counter Offer”) to purchase all the Series A Preferred Stock, all the Series B Preferred Stock, all the Series B-1 Preferred Stock, all the Series C Preferred Stock and all the Series D Preferred Stock on the same terms and conditions set forth in the selected Sale Offer. The Company shall be deemed to have made a Counter Offer if within such 60 day period the Company or Founders holding the required number or percentage of shares of capital stock specified in the selected Sale Offer fail to accept the selected Sale Offer or the Board of Directors or stockholders of the Company fail to take any action required to be taken under the Delaware General Corporation Law or other applicable law to consummate the selected Sale Offer. If the selected Sale Offer is an offer to acquire the assets and business of the Company or for a merger, the Counter Offer shall include an offer to pay each holder of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock and Series D Preferred Stock the aggregate consideration that such holder would receive if there occurred a liquidation of the Company immediately following the closing of the Sale Offer.
Sample 1
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Acceptance; Counter Offer. Notice of the Sale Offer selected by the holders of Preferred Stock pursuant to Section 3.3 above shall be given by the Company to each Founder. Within 30 days following receipt of notice of such selection, the Company (or, if the selected Sale Offer is an offer to purchase capital stock of the Company, the Founders) must accept the selected Sale Offer or the Company must make a counter offer (a “Counter Offer”) to purchase all outstanding shares of Preferred Stock on the same terms and conditions set forth in the selected Sale Offer. The Company shall be deemed to have made a Counter Offer if within such 60 day period the Company or Founders holding the required number or percentage of shares of capital stock specified in the selected Sale Offer fail to accept the selected Sale Offer or the Board of Directors or stockholders of the Company fail to take any action required to be taken under the Delaware General Corporation Law or other applicable law to consummate the selected Sale Offer. If the selected Sale Offer is an offer to acquire the assets and business of the Company or for a merger, the Counter Offer shall include an offer to pay each holder of Preferred Stock the aggregate consideration that such holder would receive if there occurred a liquidation of the Company immediately following the closing of the Sale Offer.
Sample 1

Related to Acceptance; Counter Offer

  • Acceptance; Purchase Buyer shall accept the goods and pay an amount not-to-exceed

  • Acceptance/Payment Unless otherwise agreed to in writing by County, 1) acceptance shall not be deemed complete unless in writing and until all the goods/services have actually been received, inspected, and tested to the satisfaction of County, and 2) payment shall be made in arrears after satisfactory acceptance.

  • Acceptance; Rejection A holder of Notes may accept the offer to prepay made pursuant to this Section 8.3 by causing a notice of such acceptance to be delivered to the Company not later than 15 days after receipt by such holder of the most recent offer of prepayment. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.3 shall be deemed to constitute a rejection of such offer by such holder.

  • Acceptance Date The date the Department accepts a Deliverable or System in accordance with Section 7 below shall be deemed the Acceptance Date for each Deliverable or System.

  • Acceptance Period For all Services provided under this Agreement, Vendor grants to Citizens a thirty (30) calendar day acceptance period ("Acceptance Period") commencing on the date completed Services are delivered to Citizens. Citizens shall have the right to reject the Services, in whole or in part, during the Acceptance Period for Vendor’s failure to meet the specifications associated with the delivered Services, with such determination to be made in Citizens’ reasonable judgment. At the end of the Acceptance Period, if Citizens has not rejected the Services, the Services shall be deemed to be accepted by Citizens; provided, however, that Citizens’ acceptance of the Services shall not be deemed a waiver of any of Citizens’ warranty rights as expressly provided in this Agreement.

  • Order Acceptance Xxxxxxx’x acceptance of the Order and consequent agreement to the Contract by either: (a) delivering the Goods, Services, or Digital Services; or

  • Card Acceptance When accepting a Card, Xxxxxxxx will follow the steps provided by Servicer for accepting Cards and will: (a) determine in good faith and to the best of its ability that the Card is valid on its face; (b) obtain Authorization from the Card Issuer to charge the Cardholder's account; (c) unless the Sales Draft is electronically generated or is the result of a mail, internet, phone or preauthorized order, (i) obtain an Imprint of the Card including embossed data from the merchant imprinter plate; and (ii) obtain the Cardholder's signature on the Sales Draft and compare that signature to the signature on the Card; (d) enter a description of the goods or services sold and the price thereof (including any applicable taxes); (e) deliver a true and completed copy of the Sales Draft to the Cardholder at the time the goods are delivered or services performed, or, if the Sales Draft is prepared by a point-of-sale terminal, at the time of the sale; (f) offer the Sales Draft to Servicer for purchase according to Servicer's procedures and the terms of this Agreement; and (g) make a Card Imprint, if the Transaction is not based upon a mail, internet, phone or pre-authorized order.

  • Acceptance Process All deliverables must be received and accepted in writing by Department’s Grant Manager before payment. The Grantee shall work diligently to correct all deficiencies in the deliverable that remain outstanding, within a reasonable time at Grantee’s expense. If Department’s Grant Manager does not accept the deliverables within 30 days of receipt, they will be deemed rejected.

  • Acceptance Procedure Lessor hereby authorizes one or more employees of the related Lessee, to be designated by such Lessee, as the authorized representative or representatives of Lessor to accept delivery on behalf of Lessor of that Leased Property identified on the applicable Funding Request. Each Lessee hereby agrees that such acceptance of delivery by such authorized representative or representatives and the execution and delivery by such Lessee on each Closing Date for property to be leased hereunder of a Lease Supplement in substantially the form of Exhibit A hereto (appropriately completed) shall, without further act, constitute the irrevocable acceptance by such Lessee of that Leased Property which is the subject thereof for all purposes of this Lease and the other Operative Documents on the terms set forth therein and herein, and that such Leased Property, together with, in the case of Land, any Building or other improvements thereon or to be constructed thereon pursuant to the Construction Agency Agreement, shall be deemed to be included in the leasehold estate of this Lease and shall be subject to the terms and conditions of this Lease as of such Closing Date. The demise and lease of each Building pursuant to this Section 2.2 shall include any additional right, title or interest in such Building which may at any time be acquired by Lessor, the intent being that all right, title and interest of Lessor in and to such Building shall at all times be demised and leased to the related Lessee hereunder.

  • Payment Not Acceptance Payment of any progress payment or final payment shall not constitute acceptance of Work that is defective or otherwise fails to conform to the Agreement, or a waiver of any rights or remedies the Department may have with respect to defective or nonconforming Work.

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