Common use of Acceptance Notice Clause in Contracts

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.

Appears in 2 contracts

Samples: Stockholders Agreement (Advance Auto Parts Inc), Stockholders Agreement (Advance Stores Co Inc)

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Acceptance Notice. Within five days after the date of the Final Notice (or such shorter period as may reasonably be requested by the Selling FS Stockholder to facilitate the sale), the each participating Stockholders New Stockholder shall furnish to the Selling FS 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 such New 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 FS Stockholder to transfer the Included Shares pursuant to the terms of such Third-Third- Party Offer. Each New Stockholder shall be required to make customary representations and warranties in connection with such transfer only 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.

Appears in 1 contract

Samples: Stockholders Agreement (Afc Enterprises Inc)

Acceptance Notice. Within five days after the date of the Final Notice (or such shorter period as may reasonably be requested by the Selling FS Stockholder to facilitate the sale), the participating Stockholders shall furnish to the Selling FS 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 FS 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.

Appears in 1 contract

Samples: Stockholders Agreement (Laralev Inc)

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Acceptance Notice. Within five days after the date of the Final Notice (or such shorter period as may reasonably be requested by the Selling FS Stockholder to facilitate the sale), the each participating Stockholders New Stockholder shall furnish to the Selling FS 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 such New 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 FS Stockholder to transfer the Included Shares pursuant to the terms of such Third-Party Offer. Each New Stockholder shall be required to make customary representations and warranties in connection with such transfer only 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.

Appears in 1 contract

Samples: Stockholders Agreement (Afc Enterprises Inc)

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