Acceptance Notice. When, in District’s reasonable judgment, a System Deliverable has satisfied the Final Criteria, District shall give Contractor written notice thereof. At the completion of installation of any Final Deliverable, the Final Deliverable shall operate for a period of sixty (60) consecutive calendar days in conformity with its Documentation (which shall include, if applicable and without limitation, Final Criteria). If a Final Deliverable does not operate for a period of at least sixty (60) consecutive days in conformity with its Documentation, District may (i) immediately terminate, under Article 20 herein (but without any requirement of a 30-day cure period), the applicable Work Order, along with, in District’s discretion, any related Work Order(s), and, at District’s request, Contractor shall promptly reimburse District any amounts paid for the non-conforming Final Deliverable; or (ii) if the parties agree in writing that it is commercially reasonable under the circumstances, Contractor shall, at no cost to District, continue correction of deficiencies for a period of time agreed to by the parties so that the Final Deliverable shall conform to its Documentation, while reserving the right to terminate (as specified in (i) above) at any time so long as the Final Deliverable fails to conform to its Documentation. Acknowledgement in writing by District of such operation for said sixty (60) day period shall constitute final acceptance of the Final Deliverable involved.
Acceptance Notice. The notice by which a Developer communicates to the ISO its decision not to accept a Project Cost Allocation or Revised Project Cost Allocation.
Acceptance Notice. See Section 10.2(b).
Acceptance Notice. If a TAR Offeree desires to accept the TAR ----------------- Offer with respect to his or its shares of Common Stock, such TAR Offeree shall do so by delivering to the Selling Holder a written notice stating such TAR Offeree's irrevocable acceptance of the TAR Offer with respect to such TAR Offeree's shares of Common Stock and setting forth the amount of the shares of Common Stock that such TAR Offeree desires to sell to the Buyer (the "Acceptance Notice"), which Acceptance Notice shall be delivered to the Selling Holder within 20 days after the delivery of the TAR Notice to such TAR Offeree. Such Acceptance Notice shall constitute such TAR Offeree's agreement to sell to the Buyer the lesser of (i) the amount of such TAR Offeree's shares of Common Stock which such TAR Offeree is entitled to sell to the Buyer pursuant to this Section 4 and (ii) the amount of such TAR Offeree's shares of Common Stock which such TAR Offeree desires to sell to the Buyer as set forth in such TAR Offeree's Acceptance Notice. In addition, such Acceptance Notice shall include (i) a written undertaking of the TAR Offeree to deliver, at least three business days prior to the expected date of the consummation of such sale or other disposition to the Buyer as indicated in the TAR Notice, such documents (including stock assignments and stock certificates, if any) as shall be reasonably required to transfer the amount of such TAR Offeree's shares of Common Stock that such TAR Offeree agrees to sell to the Buyer pursuant to the TAR Offer and (ii) a limited power-of-attorney authorizing the Selling Holder to transfer such shares to the Buyer pursuant to the terms of the TAR Offer. If a TAR Offeree does not deliver an Acceptance Notice to the Selling Holder in accordance with the provisions of this Section 4(c), such TAR Offeree shall be deemed to have irrevocably rejected the TAR Offer.
Acceptance Notice. If the Accepting Secondary Recipients, in the aggregate, elect to purchase a number of Membership Interests greater than the total number of Remaining Offered Securities, each Accepting Secondary Recipient shall purchase the number of Remaining Offered Securities equal to the product obtained by multiplying (i) the number of Remaining Offered Securities set forth in such Accepting Secondary Recipient’s Acceptance Notice, by (ii) a fraction (A) the numerator of which shall be the number of Remaining Offered Securities set forth in the Second Sale Notice and (B) the denominator of which shall be the aggregate number of Remaining Offered Securities set forth in all Accepting Secondary Recipients’ Acceptance Notices.
Acceptance Notice. (or in the case of an order or injunction arising out of any proceeding initiated by the Investor or any member of the Investor Group, such later date on which such order or injunction becomes final and nonappealable), or (y) the Unsolicited Offer is terminated without the condition set forth in the second sentence of this Section 6.5 (e) being satisfied, then the Investor or the Company in the case of the preceding clause (x), or the Company in the case of the preceding clause (y), may, prior to the acceptance for payment of shares pursuant to the Unsolicited Offer, terminate the agreement deemed to exist upon delivery of the applicable Section
Acceptance Notice. If any such Disposition is not, subject to Section 6.3(e) hereof, completed prior to the later of (i) 60 days following the expiration of the Company's right to purchase the securities specified in a Section 6.5 Transfer Notice, and (ii) 30 days following the redemption, amendment or modification of the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Plan), any Voting Securities specified in such Section 6.5 Transfer Notice and not disposed of in such Disposition shall again be subject to the Company's purchase rights under this Section 6.5, to the extent provided in Section 6.3(e) hereof.
Acceptance Notice the price per share of Common Stock in the Unsolicited Offer is increased, the Company may, not later than 24 hours prior to the latest time by which Common Stock must be tendered in order to be accepted in the Unsolicited Offer, rescind its Section 6.5 Acceptance Notice (in which event it will have no obligation to purchase such Section 6.5 Securities and such Section 6.5 Securities may be sold into the Unsolicited Offer). Notwithstanding anything to the contrary contained in this Section 6.5, for so long as the agreement deemed to exist upon delivery of a Section 6.5 Acceptance Notice remains in effect, the Investor shall not and shall cause the Investor Group not to, tender any Voting Securities pursuant to the Unsolicited Offer.
(b) The purchase price for any Section 6.5 Securities (the "Section 6.5 Price"), assuming simultaneous conversion of any Series A Convertible Preferred Stock, shall be the per share price of Common Stock paid in the Unsolicited Offer. The value of any securities offered in the Unsolicited Offer shall equal the average Market Price per share or per unit of such securities during the 30 consecutive trading days immediately preceding the Company's receipt of the Section 6.5
Acceptance Notice. Within five days after the date of the Final Notice (or such shorter period as may reasonably be requested by the Selling Stockholder to facilitate the sale), the participating Stockholders shall furnish to the Selling Stockholder (i) a written undertaking to deliver, upon the consummation of the sale of Common Stock to the Third Party as indicated in the Final Notice, the certificates representing the shares of Common Stock held by each Stockholder which will be transferred pursuant to such Third-Party Offer (such shares shall be referred to herein as the "Included Shares") and (ii) a limited power-of-attorney authorizing the Selling Stockholder to transfer the Included Shares pursuant to the terms of such Third-Party Offer. Each Stockholder shall be required to make customary representations and warranties in connection with such transfer with respect to its own authority to transfer and its title to the shares of Common Stock transferred. In any such transaction the Company will cooperate with all Stockholders to facilitate the transaction.
Acceptance Notice. See Section 3.1.
