Acceptance of First Offer. At the time during the first sixty days of the Offer Period, any Offeree who is a Partner may accept the First Offer as to that portion of the Offered Interest that corresponds to the ratio of Adjusted Capital Contributions to the total Adjusted Capital Contributions of all Offerees who are Partners, by giving written notice of such acceptance to the Seller and the General Partner. At any time after the sixtieth day of the Offer the General Partner may accept the First Offer as to any portion of the Offered Interest that has not been previously accepted by giving written notice of such acceptance to the Seller. In the event that Offerees (“Accepting Offerees”), in the aggregate, accept the First Offer with respect to all of the Offered Interest, the First Offer shall be deemed to be accepted. If Offerees do not accept the First Offer as to all of the Offered Interest during the Offer Period, the First Offer shall be deemed to be rejected in its entirety.
Acceptance of First Offer. If the Company elects to purchase the Offer Securities, such election shall constitute the agreement by the Company to purchase such Offer Securities at the price and in accordance with the terms obtained in the relevant Offer Notice and the closing of such sale shall occur on a date agreed to by the Company and SC Launch; provided, that such date shall not be more than sixty (60) days after delivery of the Offer Notice. The closing of such sale shall take place at a location agreed to by the Company and SC Launch, and the tender of payment for the Offer Securities shall be made in immediately available funds against delivery of the certificates representing the Offer Securities, duly endorsed for transfer, together with such other documents as the Company may reasonably request. If the Company does not elect to purchase the Offer Securities, then SC Launch may sell all, but not less than all, of such Offer Securities on terms providing for a price equal to or higher than the amount set forth in the Offer Notice to a third party purchaser and on other terms at least as favorable to the holder as those set forth in the Offer Notice. If SC Launch shall fail to complete any such sale within one hundred fifty (150) days following the expiration of the time provided for the Company to elect to purchase the Offer Securities, SC Launch shall be required to submit another Offer Notice and comply with the procedures set forth herein in order to dispose of any such Offer Securities.
Acceptance of First Offer. At any time during the Offer Period, the ------------------------- Offeree may accept the Firm Offer as to all of the Offered Shares, by giving written notice of such acceptance to the Seller, which notice shall indicate the maximum number of Common Stock that the Offeree is willing to purchase at the [Offer Price] [Market Price]. If the Offeree does not accept the Firm Offer as to all of the Offered Shares by the expiration of the Offer Period, the Firm Offer shall be deemed to be rejected in its entirety.
Acceptance of First Offer. At any time during the Offer Period, any Offeree may accept the Firm Offer as to all or any portion of the Offered Membership Interest, by giving written notice of such acceptance to the Seller and each other Offeree, which notice shall indicate the maximum portion of the Offered Membership Interest that such Offeree is willing to purchase. In the event that Offerees (“Accepting Offerees”), in the aggregate, accept the Firm Offer during the Offer Period with respect to all of the Offered Membership Interest, the Firm Offer shall be deemed to be accepted and each Accepting Offeree shall be deemed to have accepted the Firm Offer as to that portion of the Offered Membership Interest agreed to by the Accepting Offerees or, without such agreement, such portion of the Offered Membership Interest that corresponds to the product of each Accepting Offeree’s Percentage Interest multiplied by the Offered Membership Interest; provided, however, that for purposes of this
Acceptance of First Offer. At any time during the first 60 days of the Offer Period, any Offeree who is a Member may accept the First Offer as to that portion of the Offered Membership Interest that corresponds to the ratio of such Offered Membership Interest to the total Membership Interests held by all Offerees who are Members, by giving written notice of such acceptance to the Seller and the Manager. At any time after the 60th day of the Offer Period, the Manager may accept the First Offer as to any portion of the Offered Membership Interest that has not been previously accepted by giving written notice of such acceptance to the Seller. In the event that Offerees, in the aggregate accept the First Offer with respect to all of the Offered Membership Interest, the First Offer shall be accepted. If Offerees do not accept the First Offer as to all of the Offered Membership Interest during the Offer Period, the First Offer is rejected in its entirety.
Acceptance of First Offer. At any time during the Offer Period, the Offeree may accept the Firm Offer as to all of the Offered Shares, by giving written notice of such acceptance to the Offeror, which notice shall indicate the maximum number of Common Stock that the Offeree is willing to purchase. If the Offeree does not accept the Firm Offer as to all of the Offered Shares during the Offer Period, the Firm Offer shall be deemed to be rejected in its entirety. With respect to Offered Shares offered pursuant to Section 3.1.1, if after the Offeree rejects the Firm Offer, the Offeror transfers the Offered Shares to Purchaser, the Offered
Acceptance of First Offer. Any Offeree may accept the First Offer as to that portion of the Offered Interest that corresponds to the ratio of its Sharing Ratio to the total Sharing Ratio held by all Offerees by giving written notice of such acceptance to the Seller on or before the expiration of the Offer Period. In the event that the Offerees ("Accepting Offerees"), in the aggregate, accept the First Offer with respect to all of the Offered Interest, the First Offer shall be deemed to be accepted. If the Offerees do not accept the First Offer as to all of the Offered Interest during the Offer Period, the First Offer shall be deemed to be rejected in its entirety.
Acceptance of First Offer. At any time during the Offer ------------------------- Period, the Offeree may accept the Firm Offer as to all of the Offered Shares, by giving written notice of such acceptance to the Offeror, which notice shall indicate the maximum number of Common Stock that the Offeree is willing to purchase. If the Offeree does not accept the Firm Offer as to all of the Offered Shares during the Offer Period, the Firm Offer shall be deemed to be rejected in its entirety. With respect to Offered Shares offered pursuant to Section 3.1.1, if after the Offeree rejects the Firm Offer, the Offeror transfers the Offered Shares to Purchaser, the Offered Shares so transferred shall remain subject to this Agreement as stated in the legend in Section 9 hereof.
Acceptance of First Offer. At any time during the First Offer Period, UAG/Atlanta may accept the First Offer of the Offered Shares by giving written notice to the Selling Shareholder of such acceptance. In the event UAG/ Atlanta accepts the First Offer, the closing of the sale of the Offered Shares shall take place within thirty (30) days after the First Offer is accepted by UAG or, if later, the date of closing set forth in the Purchaser Offer. At such closing, the Selling Shareholder will deliver certificates for such Offered Shares against payment of the purchase price therefor, and UAG/Atlanta will acquire the Offered Shares free and clear of all liens, pledges, encumbrances, restrictions and security interests of any kind. If UAG/Atlanta does not accept the First Offer, the Selling Shareholder may sell the Offered Shares to the Purchaser at any time within thirty (30) days after the last day of the First Offer Period, provided that such sale shall be made on terms no less favorable to the Selling Shareholder than the terms contained in the Purchase Offer and provided further that such sale complies with the terms, conditions and restrictions of this Agreement. In the event that the Offered Shares are not sold in accordance with the terms of the preceding sentence, the Offered Shares shall again be subject to all of the conditions and restrictions of this Section 3.3(a).
Acceptance of First Offer. At any time during the first 60 ------------------------- days of the Offer Period, any Member may accept the First Offer as to that portion of the Offered Interest that corresponds to the ratio of its Membership Interests to the total Membership Interests held by all Members, by giving written notice of such acceptance to the Seller and the other Members. In the event that Offerees ("Accepting Offerees"), in the aggregate, accept the First Offer with respect to all of the Offered Interest, the First Offer shall be deemed to be accepted. If Accepting Offerees do not accept the First Offer as to all of the Offered Interest during the Offer Period, the First Offer shall be deemed to be rejected in its entirety.
