Common use of Acceptance of Offer Clause in Contracts

Acceptance of Offer. 3.1 This agreement constitutes and offer by the Purchaser and shall remain open for acceptance by the Seller or by the Auctioneer on behalf of the Seller, for a period of 14 (Fourteen) day confirmation period after the date of auction and the fall of the hammer (“the confirmation period”). The Purchaser and the Auctioneer acknowledge and agree that this provision is inserted and intended for the benefit of the seller. The offer shall remain irrevocable and open for acceptance by the Seller at any time during the confirmation period. 3.2 The Auctioneer shall inform the purchaser of any higher written offer which is received from a third party during the confirmation period. The Purchaser shall for a period of 24 (twenty- four) hours after having received such notice, have the right to increase the purchase price offered by him to equal the subsequent higher offer, but subject otherwise to all other terms and conditions of the Conditions of Sale. Should the Seller elect to sell the Property for a higher amount and the Purchaser agrees to match the higher offer, then the Seller shall be obliged to accept the said increased offer of the Purchaser. 3.3 The purchaser’s offer shall be deemed to have been accepted only when the Seller or the Auctioneer, whichever may be applicable, has signed this agreement on behalf of the Seller in the space provided at the end of this agreement. 3.4 Should the Seller reject the purchaser’s offer, the Auctioneer will repay any deposit and commission paid to it in terms of this rules of auction or conditions of sale. 3.5 In the event of the sale requiring the consent of any statutory authority or any court of law, then the sale flowing form the auction is subject to the granting of such consent. 3.6 Should the Seller or Auctioneer, as the case may be, accepts the Purchaser’s offer then this agreement will constitute the Conditions of Sale as referred to in the Rules of Auction, to which this agreement forms Annexure “A”, whereby the Seller sells to the Purchaser who hereby purchases the Property on the following terms and conditions:

Appears in 5 contracts

Samples: Sale of Property Agreement, Sale of Property Agreement, Sale of Property Agreement

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Acceptance of Offer. 3.1 This agreement constitutes and offer by the Purchaser and shall remain open for acceptance by the Seller or by the Auctioneer on behalf of the Seller, for a period of 14 (Fourteen) business day confirmation period after the date of auction and the fall of the hammer (“the confirmation period”). The Purchaser and the Auctioneer acknowledge and agree that this provision is inserted and intended for the benefit of the seller. The offer shall remain irrevocable and open for acceptance by the Seller at any time during the confirmation period. 3.2 The Auctioneer shall inform the purchaser of any higher written offer which is received from a third party during the confirmation period. The Purchaser shall for a period of 24 (twenty- four) hours after having received such notice, have the right to increase the purchase price offered by him to equal the subsequent higher offer, but subject otherwise to all other terms and conditions of the Conditions of Sale. Should the Seller elect to sell the Property for a higher amount and the Purchaser agrees to match the higher offer, then the Seller shall be obliged to accept the said increased offer of the Purchaser. 3.3 The purchaser’s offer shall be deemed to have been accepted only when the Seller or the Auctioneer, whichever may be applicable, has signed this agreement on behalf of the Seller in the space provided at the end of this agreement. 3.4 Should the Seller reject the purchaser’s offer, the Auctioneer will repay any deposit and commission paid to it in terms of this rules of auction or conditions of sale. 3.5 In the event of the sale requiring the consent of any statutory authority or any court of law, then the sale flowing form the auction is subject to the granting of such consent. 3.6 Should the Seller or Auctioneer, as the case may be, accepts the Purchaser’s offer then this agreement will constitute the Conditions of Sale as referred to in the Rules of Auction, to which this agreement forms Annexure “A”, whereby the Seller sells to the Purchaser who hereby purchases the Property on the following terms and conditions:

Appears in 4 contracts

Samples: Sale of Property Agreement, Sale of Property Agreement, Sale of Property Agreement

Acceptance of Offer. 3.1 This agreement constitutes and offer by the Purchaser and shall remain open for acceptance by the Seller or by the Auctioneer on behalf of the Seller, for a period of 14 7 (FourteenSeven) business day confirmation period after the date of auction and the fall of the hammer (“the confirmation period”). The Purchaser and the Auctioneer acknowledge and agree that this provision is inserted and intended for the benefit of the seller. The offer shall remain irrevocable and open for acceptance by the Seller at any time during the confirmation period. 3.2 The Auctioneer shall inform the purchaser of any higher written offer which is received from a third party during the confirmation period. The Purchaser shall for a period of 24 (twenty- four) hours after having received such notice, have the right to increase the purchase price offered by him to equal the subsequent higher offer, but subject otherwise to all other terms and conditions of the Conditions of Sale. Should the Seller elect to sell the Property for a higher amount and the Purchaser agrees to match the higher offer, then the Seller shall be obliged to accept the said increased offer of the Purchaser. 3.3 The purchaser’s offer shall be deemed to have been accepted only when the Seller or the Auctioneer, whichever may be applicable, has signed this agreement on behalf of the Seller in the space provided at the end of this agreement. 3.4 Should the Seller reject the purchaser’s offer, the Auctioneer will repay any deposit and commission paid to it in terms of this rules of auction or conditions of sale. 3.5 In the event of the sale requiring the consent of any statutory authority or any court of law, then the sale flowing form the auction is subject to the granting of such consent. 3.6 Should the Seller or Auctioneer, as the case may be, accepts the Purchaser’s offer then this agreement will constitute the Conditions of Sale as referred to in the Rules of Auction, to which this agreement forms Annexure “A”, whereby the Seller sells to the Purchaser who hereby purchases the Property on the following terms and conditions:

Appears in 2 contracts

Samples: Sale of Property Agreement, Sale of Property Agreement

Acceptance of Offer. 3.1 This agreement constitutes and offer by the Purchaser and shall remain open for acceptance by the Seller (a) If any Offeree does not give an Acceptance Notice or by the Auctioneer on behalf if an Offeree specifies in its Acceptance Notice a number of the Seller, for a period of 14 (Fourteen) day confirmation period after the date of auction and the fall of the hammer (“the confirmation period”). The Purchaser and the Auctioneer acknowledge and agree that this provision is inserted and intended for the benefit of the seller. The offer shall remain irrevocable and open for acceptance by the Seller at any time during the confirmation period. 3.2 The Auctioneer shall inform the purchaser of any higher written offer which is received from a third party during the confirmation period. The Purchaser shall for a period of 24 (twenty- four) hours after having received such notice, have the right to increase the purchase price offered by him to equal the subsequent higher offer, but subject otherwise to all other terms and conditions of the Conditions of Sale. Should the Seller elect to sell the Property for a higher amount and the Purchaser agrees to match the higher offerPurchased Shares less than its pro rata entitlement, then the Seller shall be obliged to accept the said increased offer of the Purchaser. 3.3 The purchaser’s offer shall be any unaccepted Purchased Shares are deemed to have been accepted only when offered, by the Seller or the AuctioneerOfferor, whichever may be applicable, has signed this agreement on behalf to any Offerees who specified in their Acceptance Notice a desire to acquire a number of the Seller in the space provided at the end of this agreement. 3.4 Should the Seller reject the purchaser’s offerPurchased Shares greater than their pro rata entitlement, the Auctioneer will repay any deposit and commission paid to it in terms of this rules of auction or conditions of sale. 3.5 In the event of the sale requiring the consent of any statutory authority or any court of laweach such Offeree is, then the sale flowing form the auction is subject to the granting maximum number of Purchased Shares specified in its Acceptance Notice, entitled to acquire its pro rata share of the unaccepted Purchased Shares based upon the number of Shares beneficially owned by such consentOfferees, as between themselves, or in such other proportion as such Offerees agree in writing. 3.6 Should (b) If the Seller Offerees, or Auctioneerany of them, as give Acceptance Notices within the case may beOffer Period confirming their agreement to purchase all of the Purchased Shares, accepts the Purchaser’s offer then this sale of the Purchased Shares to such Offerees will be completed in accordance with Section 8.5. (c) If the Offeror does not receive Acceptance Notices from the Offerees within the Acceptance Period confirming their agreement will constitute to purchase all of the Conditions Purchased Shares, the rights of Sale as referred the Offerees to purchase the Purchased Shares cease, and the Offeror may, subject to the prior repayment of any loan(s) to the Corporation, sell the Purchased Shares to the Buyer at the price and upon the terms and conditions specified in the Rules of Auction, to which this agreement forms Annexure “A”, whereby the Seller sells Third-Party Offer. Any transfer to the Purchaser who hereby purchases Buyer pursuant to this Article 8 must be completed within 60 days following the Property expiry of the Offer Period, failing which the provisions of this Agreement again apply to any proposed transfer of Shares by the Shareholder, and so on from time to time. (d) All Acceptance Notices or other notices under this Article 8 must be given concurrently to all Offerees and to the following terms and conditions:Corporation.

Appears in 2 contracts

Samples: Unanimous Shareholders Agreement (Viking Energy Group, Inc.), Unanimous Shareholders Agreement (Camber Energy, Inc.)

Acceptance of Offer. 3.1 This agreement constitutes Upon receipt of a properly completed Subscription Agreement and offer by Offeree Questionnaire included therein, the Purchaser and shall remain open for acceptance by entire Subscription Amount will be deposited in a non-interest bearing escrow account (the Seller or by the Auctioneer on behalf of the Seller“Escrow Account”) with UMB Bank, for a period of 14 (Fourteen) day confirmation period after the date of auction and the fall of the hammer N.A., as escrow agent (“the confirmation periodEscrow Agent”). The Purchaser After the Company receives subscriptions for the Minimum Offering Amount (and the Auctioneer acknowledge satisfaction of any other conditions established by EFSC’s board of directors), the Company may elect in its sole and agree that this provision is inserted and intended for the benefit absolute discretion to initiate consummation of the sellerOffering and instruct the Escrow Agent to release all or a portion of each accepted Investor’s Subscription Amount to the Company without prior notice to such Investor. Each accepted Investor will then be issued a corresponding number of shares of the Common Stock based on the Share Price. The offer shall remain irrevocable and open Company may allocate to the Investor a smaller number of shares of Common Stock than has been subscribed for acceptance by the Seller at any time during Investor. In such event, the confirmation period. 3.2 The Auctioneer shall inform the purchaser Subscription Amount of any higher written offer which is received from such Investor will be adjusted accordingly and a third party during the confirmation period. The Purchaser shall for a period of 24 (twenty- four) hours after having received such notice, have the right to increase the purchase price offered by him to equal the subsequent higher offer, but subject otherwise to all other terms and conditions portion of the Conditions Investors subscription payment will be returned by the Company or the Escrow Agent. Each rejected Investor’s Subscription Amount and any portion of Salean accepted Investor’s Subscription Amount remaining in the Escrow Account after the Offering Deadline or upon any termination of the Offering will be promptly returned to such Investor without interest paid thereon and no shares of the Common Stock will be issued pursuant to the Offering for such Subscription Amount or portion thereof. Should If the Seller elect Company entirely rejects an Investor’s subscription, as determined in the Company’s sole and absolute discretion, including without limitation if the Company terminates the Offering without accepting any subscriptions, then (i) such Investor’s entire Subscription Amount will be returned, without interest, charge or deduction, (ii) this Subscription Agreement will terminate with respect to sell the Property for a higher amount such Investor and the Purchaser agrees to match the higher offer, then the Seller shall be obliged to accept the said increased offer of the Purchaser. 3.3 The purchaser’s offer shall be deemed to have been accepted only when the Seller or the Auctioneer, whichever may be applicable, has signed this agreement on behalf of the Seller in the space provided at the end of this agreement. 3.4 Should the Seller reject the purchaser’s offer, the Auctioneer will repay any deposit Company and commission paid to it in terms of this rules of auction or conditions of sale. 3.5 In the event of the sale requiring the consent of any statutory authority or any court of law, then the sale flowing form the auction is subject to the granting (iii) all obligations of such consentInvestor pursuant to this Subscription Agreement will be null and void. 3.6 Should the Seller or Auctioneer, as the case may be, accepts the Purchaser’s offer then this agreement will constitute the Conditions of Sale as referred to in the Rules of Auction, to which this agreement forms Annexure “A”, whereby the Seller sells to the Purchaser who hereby purchases the Property on the following terms and conditions:

Appears in 2 contracts

Samples: Subscription Agreement (Enterprise Financial Services Corp), Subscription Agreement (Enterprise Financial Services Corp)

Acceptance of Offer. 3.1 This agreement constitutes and offer by the Purchaser and shall remain open for acceptance by the Seller or by the Auctioneer on behalf (a) Provided that all of the Sellerconditions precedent set forth in this Subsection 20.1(b) are fully satisfied by Tenant, for a period of 14 Tenant shall have the option, exercisable by Tenant delivering written notice (Fourteenthe “Purchase Acceptance Notice”) day confirmation period to Landlord within fourteen (14) calendar days after the date of auction and the fall delivery by Landlord of the hammer (“Offer Notice, to accept the confirmation period”). The Purchaser and offer to purchase the Auctioneer acknowledge and agree that this provision is inserted and intended for the benefit entire Property upon all of the seller. The offer shall remain irrevocable terms and open for acceptance by conditions set forth in the Seller at any time during the confirmation period. 3.2 The Auctioneer shall inform the purchaser of any higher written offer which is received from a third party during the confirmation period. The Purchaser shall for a period of 24 (twenty- four) hours after having received such noticeOffer Notice, have the right to increase including the purchase price offered by him to equal the subsequent higher offer, but subject otherwise to all and other terms and conditions set forth therein. Time shall be of the Conditions essence as to Tenant’s giving of Salethe Purchase Acceptance Notice. Should If (a) Tenant fails to deliver a Purchase Acceptance Notice within such fourteen (14) day period, or (b) if Tenant timely delivers a Purchase Acceptance Notice as aforesaid but does not timely deliver a deposit as described in Subsection 20.2(b) below, then Tenant shall be deemed to have rejected the Seller option to purchase the Property. In such event, Tenant shall have no further rights or claims with respect to the purchase of the Property, Landlord shall have no further liabilities or obligations to Tenant pursuant to this Article 20, and Landlord may elect to sell the Property for to 3rd parties upon such terms and conditions as Landlord may determine in its sole discretion. (b) If Tenant timely and validly exercises the Right of First Offer and elects to purchase the Property, concurrent with the delivery of the Purchase Acceptance Notice, as a higher condition to the effectiveness thereof, Tenant shall deliver to a title insurance company or broker designated by Landlord a deposit in the amount of ten percent (10%) of the Offering Price as a deposit (unless a lesser amount is specified as the deposit in the Offer Notice). The delivery by Tenant of a Purchase Acceptance Notice (together with said deposit) shall be deemed acceptance of Landlord’s offer as contained in the Offer Notice and thereafter Tenant shall be unconditionally obligated to purchase the entire Property at the Offering Price and upon said other terms and conditions as contained in the Offer Notice. (c) If Tenant timely and validly delivers the Purchase Acceptance Notice and the Purchaser agrees deposit and elects to match purchase the higher offerProperty, then the Seller shall be obliged to accept the said increased offer purchase by Tenant of the Purchaser. 3.3 The purchaserProperty shall occur on the date which is fifty-nine (59) calendar days after the date of Tenant’s offer shall be deemed to have been accepted only when the Seller or the Auctioneer, whichever may be applicable, has signed this agreement on behalf delivery of the Seller in the space provided at the end of this agreement. 3.4 Should the Seller reject the purchaser’s offer, the Auctioneer will repay any deposit and commission paid to it in terms of this rules of auction or conditions of sale. 3.5 Purchase Acceptance Notice. In the event of Tenant’s default with respect to such purchase, Landlord’s sole remedy shall be to retain the deposit as liquidated damages and not as a penalty, it being understood that Landlord’s actual damages for non-performance by Tenant may be difficult to ascertain. If the sale requiring does not take place for reasons not the consent fault of any statutory authority or any court of lawTenant, then the sale flowing form deposit shall be promptly refunded to Tenant. Any interest earned on the auction is subject deposit shall be paid to the granting of such consentparty ultimately entitled to receive the deposit. 3.6 Should the Seller or Auctioneer, as the case may be, accepts the Purchaser’s offer then this agreement will constitute the Conditions of Sale as referred to in the Rules of Auction, to which this agreement forms Annexure “A”, whereby the Seller sells to the Purchaser who hereby purchases the Property on the following terms and conditions:

Appears in 1 contract

Samples: Lease (Boston Private Financial Holdings Inc)

Acceptance of Offer. 3.1 This agreement constitutes and offer by (i) If Berkshire is an Eligible Purchaser at the Purchaser and shall remain open for acceptance by the Seller or by the Auctioneer on behalf time of receipt of the Selleroffer described in Section 2(e), within ten (10) days after the receipt of the offer described in Section 2(e), Berkshire may, at its option, elect to purchase all, but not less than all, of the Subject Shares. Berkshire shall exercise such option by giving written notice thereof to the Transferor within such 10-day period, which notice shall specify a date for a period the closing of 14 the purchase which shall not be more than thirty (Fourteen30) day confirmation period days after the date of auction and the fall giving of the hammer (“the confirmation period”). The Purchaser and the Auctioneer acknowledge and agree that this provision is inserted and intended for the benefit of the seller. The offer shall remain irrevocable and open for acceptance by the Seller at any time during the confirmation period. 3.2 The Auctioneer shall inform the purchaser of any higher written offer which is received from a third party during the confirmation period. The Purchaser shall for a period of 24 (twenty- four) hours after having received such notice, have or, if applicable and required by law, two business days after the right to increase later of (A) the purchase price offered expiration or termination of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, (B) the receipt of any orders or approvals required by him to equal any federal or state regulatory authority, and (C) the subsequent higher offer, but subject otherwise to all other terms and conditions receipt of any orders or approvals or the expiration without action of any waiting period required by any European or United Kingdom competition authority; (ii) If Berkshire is not an Eligible Purchaser at the time of receipt of the Conditions offer described in Section 2(e), within forty-five (45) days after the receipt of Sale. Should the Seller offer described in Section 2(e), Berkshire may, at its option, elect to sell assign its rights to purchase the Property for a higher amount and Subject Shares pursuant to this Section 2 to one or more Eligible Purchasers (each, an "Assignee"); provided that such Assignee(s) agree in writing to purchase the Purchaser agrees to match Subject Shares in accordance with the higher offer, then the Seller shall be obliged to accept the said increased offer of the Purchaser. 3.3 The purchaser’s offer shall be deemed to have been accepted only when the Seller or the Auctioneer, whichever may be applicable, has signed this agreement on behalf of the Seller in the space provided at the end of this agreement. 3.4 Should the Seller reject the purchaser’s offer, the Auctioneer will repay any deposit and commission paid to it in terms of this rules of auction Agreement. Berkshire or conditions of sale. 3.5 In its Assignee(s) shall exercise such option by giving written notice to the event Transferor within such 45-day period, which notice shall specify the purchaser or purchasers of the sale requiring Subject Shares, a date for the consent closing of the purchase which shall not be more than thirty (30) days after the date of the giving of such notice, or, if applicable and required by law, two (2) business days after the later of (A) the expiration or termination of any statutory authority or any court applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of law, then the sale flowing form the auction is subject to the granting of such consent. 3.6 Should the Seller or Auctioneer1976, as amended, and the case may berules and regulations promulgated thereunder, accepts (B) the Purchaser’s offer then this agreement will constitute receipt of any orders or approvals required by any federal or state regulatory authority, and (C) the Conditions receipt of Sale as referred to in any orders or approvals or the Rules expiration without action of Auction, to which this agreement forms Annexure “A”, whereby the Seller sells to the Purchaser who hereby purchases the Property on the following terms and conditions:any waiting period required by any European or United Kingdom competition authority.

Appears in 1 contract

Samples: Shareholder Agreement (Midamerican Energy Holdings Co /New/)

Acceptance of Offer. 3.1 This agreement constitutes and (a) The Operating Partnership shall have 30 days after receipt of an Offer Notice within which to accept, reject or make a counter offer by (a “Counter Offer”) to the Purchaser and Offer therein contained. If the Operating Partnership elects to accept the Offer or to make a Counter Offer, it shall remain open notify Royal Development in writing, which writing (the “Counter Offer Notice”) in the case of a Counter Offer, shall contain (i) the acquisition price which the Operating Partnership would require in exchange for acceptance by the Seller or by the Auctioneer on behalf contribution and/or sale of the Seller, for a period of 14 Project to the Operating Partnership (Fourteenthe “Counter Offer Consideration”) day confirmation period after the date of auction and the fall of the hammer (“the confirmation period”). The Purchaser and the Auctioneer acknowledge and agree that this provision is inserted and intended for the benefit of the seller. The offer shall remain irrevocable and open for acceptance by the Seller at ii) any time during the confirmation period. 3.2 The Auctioneer shall inform the purchaser of any higher written offer which is received from a third party during the confirmation period. The Purchaser shall for a period of 24 (twenty- four) hours after having received such notice, have the right to increase the purchase price offered by him to equal the subsequent higher offer, but subject otherwise to all other material terms and conditions of the Conditions of SaleOperating Partnership will require. Should If the Seller elect Operating Partnership fails to sell respond within said 30-day period, the Property for a higher amount and the Purchaser agrees to match the higher offer, then the Seller shall be obliged to accept the said increased offer of the Purchaser. 3.3 The purchaser’s offer Operating Partnership shall be deemed to have been accepted only when rejected the Seller or Offer therein contained and thereafter, neither party shall have any further obligations in respect of the AuctioneerProject that was the subject of the Offer. (b) If the Operating Partnership delivers a Counter Offer Notice within said 30-day period, whichever may be applicableRoyal Apartments, has signed this agreement on behalf of the Seller Offering Developer, shall have five business days after receipt of such Counter Offer Notice within which to accept or reject the Counter Offer contained therein. If Royal Apartments, on behalf of such Offering Developer, elects to accept the Counter Offer, it shall notify the Operating Partnership in writing. If Royal Apartments, on behalf of such Offering Developer, fails to respond within said five business day-period, Royal Apartments, on behalf of such Offering Developer, shall be deemed to have rejected such Counter Offer and thereafter, neither party shall have any further obligations in respect of the Project that was the subject of such Counter Offer. (c) Notwithstanding the foregoing, if the Offering Developer, or Royal Apartments, on behalf of the Offering Developer, subsequently reaches an agreement in principle to sell and /or contribute and convey the Project to a third party (i) for an acquisition price that is 95% or less than the Counter Offer Consideration set forth in the space provided at Operating Partnership’s Counter Offer Notice, if any, or (ii) for an acquisition price that is 90% or less than the end of this agreement. 3.4 Should Offer Consideration if the Seller reject Operating Partnership rejects or is deemed to have rejected the purchaser’s offerOffer (such consideration, in either such case, the Auctioneer will repay any deposit “Modified Offer Consideration”), then prior to becoming legally bound to sell and/or contribute and commission paid convey the Project to it in terms of this rules of auction or conditions of sale. 3.5 In said third party for the event Modified Offer Consideration, Royal Apartments, on behalf of the sale requiring Offering Developer, shall offer the consent Operating Partnership the right to acquire the Project for the Modified Offer Consideration (the “Second Offer”) by delivery of an Offer Notice that shall include the items described in clauses (a) through (e) of Paragraph 1, except that the acquisition price shall be the Modified Offer Consideration and if any statutory authority or any court of law, then the sale flowing form the auction is subject to the granting of such consent. 3.6 Should the Seller or Auctioneer, as the case may be, accepts the Purchaser’s offer then this agreement will constitute the Conditions of Sale as referred to other terms in the Rules original Offer Notice have been modified by the subsequent agreement in principle with said third party, the modified terms shall be included in the second Offer Notice. If the Operating Partnership elects to accept the Second Offer, it shall notify Royal Apartments, on behalf of Auctionthe Offering Developer, in writing within seven business days after receipt of the second Offer Notice. If the Operating Partnership fails to which this agreement forms Annexure “A”respond within said seven business-day period, whereby it shall be deemed to have rejected the Seller sells to Second Offer and thereafter, neither party shall have any further obligations in respect of the Purchaser who hereby purchases Project that was the Property on subject of the following terms and conditions:Second Offer.

Appears in 1 contract

Samples: Right of First Offer Agreement (American Campus Communities Inc)

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Acceptance of Offer. 3.1 This agreement constitutes (A) Within twenty (20) days after the receipt of the offer described in Section 3(b)(ii), the Company may, at its option, elect to purchase some or all of the Subject Shares. The Company shall exercise such option by giving notice thereof to the Transferor and offer to the Preferred Holders within twenty (20) days after receipt of such notice. (B) If the Company does not elect to purchase all of the Subject Shares within such 20-day period, one or more Preferred Holders may purchase all, but not less than all, of the remaining Subject Shares by giving notice thereof to the Transferor and to the Company within twenty (20) days after receipt of notice from the Transferor in accordance with Section 3(b) to the effect that the Company did not exercise its option to purchase all of the Subject Shares. Each Preferred Holder who has complied with the notice provisions hereof shall be entitled to purchase a pro rata portion of the remaining Subject Shares equal to the number of remaining Subject Shares multiplied by a fraction, the numerator of which shall be the number of Shares owned by such Preferred Holder and the denominator of which shall be the aggregate number of Shares owned by the Purchaser Preferred Holders electing to purchase the remaining Subject Shares. Each Preferred Holder shall have the right of over-subscription such that if any Preferred Holder having a similar right of first refusal fails to exercise such right to purchase its pro rata portion of the remaining Subject Shares, the Transferor shall promptly notify the other Preferred Holders and shall remain open for acceptance the other Preferred Holders may purchase the non-purchasing Preferred Holder's portion on a pro rata basis, within five business days of the date of this subsequent notice by the Seller or Transferor. (C) In either event, the notice required to be given by the Auctioneer on behalf purchasing party or parties (the "Purchaser") shall specify a date for the closing of the Seller, for a period of 14 purchase which shall not be more than thirty (Fourteen30) day confirmation period days after the date of auction and the fall giving of the hammer (“the confirmation period”). The Purchaser and the Auctioneer acknowledge and agree that this provision is inserted and intended for the benefit of the seller. The offer shall remain irrevocable and open for acceptance by the Seller at any time during the confirmation period. 3.2 The Auctioneer shall inform the purchaser of any higher written offer which is received from a third party during the confirmation period. The Purchaser shall for a period of 24 (twenty- four) hours after having received such notice, have the right to increase the purchase price offered by him to equal the subsequent higher offer, but subject otherwise to all other terms and conditions of the Conditions of Sale. Should the Seller elect to sell the Property for a higher amount and the Purchaser agrees to match the higher offer, then the Seller shall be obliged to accept the said increased offer of the Purchaser. 3.3 The purchaser’s offer shall be deemed to have been accepted only when the Seller or the Auctioneer, whichever may be applicable, has signed this agreement on behalf of the Seller in the space provided at the end of this agreement. 3.4 Should the Seller reject the purchaser’s offer, the Auctioneer will repay any deposit and commission paid to it in terms of this rules of auction or conditions of sale. 3.5 In the event of the sale requiring the consent of any statutory authority or any court of law, then the sale flowing form the auction is subject to the granting of such consent. 3.6 Should the Seller or Auctioneer, as the case may be, accepts the Purchaser’s offer then this agreement will constitute the Conditions of Sale as referred to in the Rules of Auction, to which this agreement forms Annexure “A”, whereby the Seller sells to the Purchaser who hereby purchases the Property on the following terms and conditions:

Appears in 1 contract

Samples: Stockholders Agreement (Workscape Inc)

Acceptance of Offer. 3.1 This agreement constitutes If any Offeree wishes to purchase Offered Securities, such Offeree shall, within 20 Business Days following receipt of the Notice of Offer ("Offer Period"), deliver to the Seller(s) and offer the Company a written notice (an "Acceptance Notice"), stating that such Offeree (the "Purchaser") is willing to purchase all or a portion of the Offeree's Pro Rata Share of the Offered Securities (and, if such Purchaser so desires, an additional amount of Excess Offered Securities as contemplated below), and such written notice shall constitute an irrevocable commitment by such Offeree to purchase such number of Offered Securities on the terms and subject to the conditions set forth in this Section 3.3. Further, any Offeree may specify in its Acceptance Notice any number of the Offered Securities in addition to its Pro Rata Share of Offered Securities that such Offeree would be willing to purchase if and to the extent any Offered Securities are not the subject of a timely Acceptance Notice delivered by other Offerees hereunder (any such Offered Securities being referred to as, "Excess Offered Securities") because one or more Offerees does not deliver a timely Acceptance Notice or delivers a timely Acceptance Notice that covers less than all of such Offeree's Pro Rata Share of Offered Securities. First, each Offeree shall be permitted to purchase up to such Offeree's Pro Rata Share of Offered Securities (as elected in such Offeree's Acceptance Notice). Thereafter, if there exist Excess Offered Securities and one or more Offeree (each, an "Excess Offeree") has delivered an Acceptance Notice which indicates, from the number of Offered Securities covered thereby, that such Excess Offeree would be willing to purchase all or a portion of such Excess Offered Securities, then such Excess Offered Securities shall be allocated to such Excess Offerees pro rata based upon the proportion that the number of Fully Diluted Shares owned by each such Excess Offeree bears to the number of Fully Diluted Shares owned by all such Excess Offerees; provided, that no Excess Offeree shall purchase by operation of the allocation procedure contemplated by this sentence a number of Offered Securities, in the aggregate, that is greater than the number of Offered Securities covered by the Purchaser and shall remain open for acceptance Acceptance Notice delivered thereby. The allocation procedure contemplated by the Seller immediately preceding sentence shall be applied repeatedly until all Excess Offered Securities are allocated to Excess Offerees that have delivered Acceptance Notices entitling them to purchase such Excess Offered Securities, or until no Excess Offeree is entitled to purchase such Excess Offered Securities based on the number of Offered Securities covered by the Auctioneer on behalf of the Seller, for a period of 14 (Fourteen) day confirmation period after the date of auction and the fall of the hammer (“the confirmation period”)their Acceptance Notices. The Purchaser and the Auctioneer acknowledge and agree that this provision is inserted and intended for the benefit of the seller. The offer shall remain irrevocable and open for acceptance by the Seller at any time during the confirmation period. 3.2 The Auctioneer shall inform the purchaser failure of any higher written offer which is received from Offeree to deliver a third party during the confirmation period. The Purchaser shall for a period of 24 (twenty- four) hours after having received such notice, have the right to increase the purchase price offered by him to equal the subsequent higher offer, but subject otherwise to all other terms and conditions of the Conditions of Sale. Should the Seller elect to sell the Property for a higher amount and the Purchaser agrees to match the higher offer, then the Seller shall be obliged to accept the said increased offer of the Purchaser. 3.3 The purchaser’s offer timely Acceptance Notice shall be deemed to have been accepted only when be a waiver of such Offeree's rights to purchase Offered Securities pursuant to this Section 3.3; provided, that any Offeree may waive its rights to purchase Offered Securities pursuant to this Section 3.3 prior to the Seller or the Auctioneer, whichever may be applicable, has signed this agreement on behalf expiration of the Seller in the space provided at the end of this agreement. 3.4 Should the Seller reject the purchaser’s offer, the Auctioneer will repay any deposit and commission paid Offer Period by giving written notice to it in terms of this rules of auction or conditions of sale. 3.5 In the event of the sale requiring the consent of any statutory authority or any court of law, then the sale flowing form the auction is subject such effect to the granting of such consent. 3.6 Should the Seller or AuctioneerSeller(s), as the case may be, accepts the Purchaser’s offer then this agreement will constitute the Conditions of Sale as referred to in the Rules of Auction, to which this agreement forms Annexure “A”, whereby the Seller sells with a copy to the Purchaser who hereby purchases the Property on the following terms and conditions:Company.

Appears in 1 contract

Samples: Stockholders Agreement (Loews Cineplex Entertainment Corp)

Acceptance of Offer. 3.1 This agreement constitutes and offer by the Purchaser and shall remain open for acceptance by the Seller or by the Auctioneer on behalf of the Seller, for a period of 14 7 (FourteenSeven) business day confirmation period after the date of auction and the fall of the hammer (“the confirmation period”). The Purchaser and the Auctioneer acknowledge and agree that this provision is inserted and intended for the benefit of the seller. The offer shall remain irrevocable and open for acceptance by the Seller at any time during the confirmation period. 3.2 The Auctioneer shall inform the purchaser of any higher written offer which is received from a third party during the confirmation period. The Purchaser shall for a period of 24 (twenty- four) hours after having received such notice, have the right to increase the purchase price offered by him to equal the subsequent higher offer, but subject otherwise to all other terms and conditions of the Conditions of Sale. Should the Seller elect to sell the Property for a higher amount and the Purchaser agrees to match the higher offer, then the Seller shall be obliged to accept the said increased offer of the Purchaser. 3.3 The purchaser’s offer shall be deemed to have been accepted only when the Seller or the Auctioneer, whichever may be applicable, has signed this agreement on behalf of the Seller in the space provided at the end of the this agreement. 3.4 Should the Seller reject the purchaser’s offer, the Auctioneer will repay any deposit and commission paid to it in terms of this rules of auction or conditions of sale. 3.5 In the event of the sale requiring the consent of any statutory authority or any court of law, then the sale flowing form the auction is subject to the granting of such consent. 3.6 Should the Seller or Auctioneer, as the case may be, accepts the Purchaser’s offer then this agreement will constitute the Conditions of Sale as referred to in the Rules of Auction, to which this agreement forms Annexure “A”, whereby the Seller sells to the Purchaser who hereby purchases the Property on the following terms and conditions:

Appears in 1 contract

Samples: Sale of Property Agreement

Acceptance of Offer. 3.1 This agreement constitutes and offer by the Purchaser and shall remain open for acceptance by the Seller or by the Auctioneer on behalf of the Seller, for a period of 14 21 (FourteenTwenty-One) business day confirmation period after the date of auction and the fall of the hammer (“the confirmation period”). The Purchaser and the Auctioneer acknowledge and agree that this provision is inserted and intended for the benefit of the seller. The offer shall remain irrevocable and open for acceptance by the Seller at any time during the confirmation period. 3.2 The Auctioneer shall inform the purchaser of any higher written offer which is received from a third party during the confirmation period. The Purchaser shall for a period of 24 (twenty- four) hours after having received such notice, have the right to increase the purchase price offered by him to equal the subsequent higher offer, but subject otherwise to all other terms and conditions of the Conditions of Sale. Should the Seller elect to sell the Property for a higher amount and the Purchaser agrees to match the higher offer, then the Seller shall be obliged to accept the said increased offer of the Purchaser. 3.3 The purchaser’s offer shall be deemed to have been accepted only when the Seller or the Auctioneer, whichever may be applicable, has signed this agreement on behalf of the Seller in the space provided at the end of the this agreement. 3.4 Should the Seller reject the purchaser’s offer, the Auctioneer will repay any deposit and commission paid to it in terms of this rules of auction or conditions of sale. 3.5 In the event of the sale requiring the consent of any statutory authority or any court of law, then the sale flowing form the auction is subject to the granting of such consent. 3.6 Should the Seller or Auctioneer, as the case may be, accepts the Purchaser’s offer then this agreement will constitute the Conditions of Sale as referred to in the Rules of Auction, to which this agreement forms Annexure “A”, whereby the Seller sells to the Purchaser who hereby purchases the Property on the following terms and conditions:

Appears in 1 contract

Samples: Sale of Property Agreement

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