Common use of Acceptance of Offers Clause in Contracts

Acceptance of Offers. At any time during the applicable First Offer Period, any Non-Selling Partner may accept a Rule 144 Offer or Registration Offer, as applicable, as to all or any portion of the shares of MajorCorp Stock covered by such Rule 144 Offer or Registration Offer, as applicable, by giving notice of such acceptance to the applicable Selling Partner and each other Non-Selling Partner, which notice shall indicate the maximum number of shares of MajorCorp Stock that such Non-Selling Partner is willing to purchase (the "purchase commitment") and, with respect to a Registration Offer in which the aggregate Market Value of the shares of MajorCorp Stock proposed to be registered exceeds $150,000,000, if applicable, identify the Public Appraiser selected by such Non-Selling Partner to determine the interest rate of the Accepting Partner Note. If the aggregate purchase commitments made by Non-Selling Partners accepting a Rule 144 Offer or Registration Offer, as applicable ("Accepting Partners"), exceed the number of shares of MajorCorp Stock covered by such Rule 144 Offer or Registration Offer, as applicable, then each Accepting Partner shall purchase, and the Selling Partner shall sell to such Accepting Partner, that portion of the number of shares of MajorCorp Stock covered by such Rule 144 Offer or Registration Offer, as applicable, that corresponds to the ratio of the Percentage Interest of such Accepting Partner to the aggregate Percentage Interests of all Accepting Partners; provided that if any Accepting Partner's purchase commitment was for an amount less than its proportionate share of the number of shares of MajorCorp Stock as so determined, then the number of shares of MajorCorp Stock not so committed to be purchased shall continue to be allocated proportionally in the manner provided above in this sentence among the other Accepting Partners until each has been allocated, by such process of apportionment, a number of shares of MajorCorp Stock equal to the maximum number of shares such Accepting Partner committed to purchase or until all of the shares of MajorCorp Stock covered by such Rule 144 Offer or Registration Offer, as applicable, have been allocated among the Accepting Partners. Notwithstanding any purported acceptance of a Registration Offer, the Registration Offer shall be deemed to be rejected by all such Accepting Partners in their entirety if the portion not accepted is in the aggregate greater than zero but less than the Minimum Secondary Offering Amount; provided that such Registration Offer will be deemed accepted if, within ten (10) days after the expiration of the First Offer Period, the Accepting Partners increase or decrease their purchase commitments, by giving notice to the Board of Directors of MajorCorp and each other Partner amending their respective purchase commitments to the extent required to effect any such increase or decrease, as applicable, such that the amount accepted for purchase by the Accepting Partners constitutes all of the shares of MajorCorp Stock covered by such Registration Offer or the amount not accepted equals or exceeds the Minimum Secondary Offering Amount.

Acceptance of Offers. At any time during Borrower may, in its sole discretion, accept Facility A Bank Offers by sending to the applicable First Offer Period, any Non-Selling Partner may accept Agent a Rule 144 Offer or Registration Offer, as applicable, as to all or any portion of the shares of MajorCorp Stock covered by such Rule 144 Offer or Registration Offer, as applicable, by giving written notice of such acceptance to in the applicable Selling Partner and each other Non-Selling Partner, which notice shall indicate the maximum number form of shares of MajorCorp Stock that such Non-Selling Partner is willing to purchase Exhibit Q(2) (the "purchase commitmentFacility A Bank Acceptance") andprovided that the Agent must receive such Facility A Bank Acceptance before the close of business on the eighth (8th) Business Day following the Request Date. Agent shall promptly send a copy of the Facility A Bank Acceptance to each of the Facility A Banks whose Offers (or portions thereof) are being accepted. Such Facility A Bank Acceptance shall (i) state the name of each Facility A Bank whose Offer (or any portion thereof) Borrower is accepting, (ii) state the portion of each Offer which Borrower is accepting, (iii) state the total amount of Offers which Borrower is accepting; (iv) state the Spread which shall apply to such Facility A Bank's Facility B Loan; which Spread shall be (a) the Requested Spread if Borrower elected the Requested Rate Option or (b) the Spread quoted by such Bank in its Offer if the Borrower elected the Bid Rate Option, (v) if Borrower is accepting any Offers from any Other Banks, such Facility A Bank Acceptance shall state the names of such Other Banks and the amount of Facility B Loans and the Spreads applicable to such Loans, and (vi) demonstrate that Borrower has complied with respect the requirements set forth in numbered Paragraphs (1) through (6) below (which shall not apply if Borrower elects not to accept any Offers) in accordance with the procedures outlined in Steps numbered First through Fifth below. Borrower may accept from the Facility A Banks an amount of Offers which is either equal to, less than or greater than the amount it requested in its Facility B Loan Request. The requirements in each of Paragraphs (2) through (4) and (6) below shall be applied to Offers accepted from Facility A Banks and Other Banks in response to or in connection with Borrower's current Facility B Loan Request and shall not take into account any Offers accepted in response to or in connection with any prior Facility B Loan Request. (1) The amount of each Offer which Borrower accepts from any Facility A Bank or Other Bank shall be an integral multiple of $1,000,000. (2) The aggregate amount of Facility B Loans which Borrower accepts from the Facility A Banks and Other Banks must equal or exceed $25,000,000. (3) The number of Facility A Banks whose Offers are accepted must equal or exceed 50% of the total number of Facility A Banks (the limitation in this clause (3) shall be referred to as the "50% Minimum Requirement"). (4) Each Facility A Bank Offer and Other Bank Offer which Borrower accepts may not exceed 30% of the aggregate amount of Offers which Borrower accepts from all of the Facility A Banks and Other Banks (the limitation in this clause (4) shall be referred to as the "30% Limit"). (5) The sum of the Offers which Borrower accepts plus the principal amount of Facility B Loans outstanding on the date of such acceptance may not exceed $100,000,000. (6) Borrower may accept Offers for Facility B Loans from Other Banks only if each of the following conditions is satisfied: (A) Borrower shall have delivered to the Agent a Registration duly completed and executed New Bank Joinder and Information Package at least seven (7) days before Borrower accepts the Offer of such Other Bank; such New Bank Joinder and Information Package shall, among other things: (i) contain evidence satisfactory to Agent that such Other Bank is a "Qualified Bank" and (ii) include a completed and executed Bank Joinder in the form of Exhibit M(2) which shall provide that (1) such Other Bank shall join this Agreement effective on the Borrowing Date of the Facility B Loans which such Other Bank shall make (or before such Borrowing Date if such Other Bank shall join as a Facility A Bank as well as a Facility B Bank) and (2) such Bank Joinder shall terminate if Borrower does not accept the Offer of such Other Bank and requests Facility B Loan from such Other Bank (unless such bank is joining as a Facility A Bank in which case such Bank Joinder shall remain in effect and such banks shall join this Agreement in such capacity); (B) The interest rate to be charged by each of the Other Banks shall be quoted as a fixed Spread over the Treasury Rate based on a year of 365 or 366 days, as the case may be and actual days elapsed. The Spread to be charged by each Other Bank may not exceed (i) the Requested Spread if Borrower selects the Requested Rate Option or (ii) the highest interest rate Spread offered by an Initial Acceptee (defined in the Fifth Step below) if Borrower selects the Bid Rate Option; (C) Borrower may accept an Offer by an Other Bank only if Borrower has accepted in full each Offer made by each of the Facility A Banks at a Spread which equals or is less than the Spread offered by such Other Bank (Borrower shall be deemed for purposes of determining Borrower's compliance with this clause (C): (i) to accept any portion of any Offer from an Initial Acceptee which Borrower is prohibited from accepting under the 30% Limit in the Third Step below, and (ii) to accept any portion of any Offer from an Initial Acceptee which Borrower is prohibited from accepting under the Fifth step below), and ; (D) the amount of Offers for Facility B Loans which Borrower accepts from Other Banks may not exceed 66-2/3% of the amount of Offers for Facility B Loans which Borrower has accepted from the Facility A Banks; and (E) the Borrowing Date and Facility B Loan Due Date of the Facility B Loans provided by Other Banks shall be the same as the Borrowing Date and Facility B Loan Due Date of the Facility B Loans provided by the Facility A Banks. Borrower shall apply the requirements in Paragraphs (1) through (6) above under the procedures numbered "First" through "Fifth" below and shall demonstrate in its Facility A Bank Acceptance that it has complied with such procedures. Borrower shall not consider any Offer which a Facility A Bank delivers in applying the First through Fifth steps below if such Offer is received by the Agent after 12:00 Noon on the fifth Business Day following the Request Date or if such Offer otherwise does not meet each of the requirements in Section 2.16. Exhibit Q(3) sets forth an example of the application of Paragraphs (1) through (6) above in accordance with the procedures in Steps numbered First through Fifth below. Each step below is subject to all of the requirements in Paragraphs (1) through (6) above. If any of the requirements in Paragraph (1) through (6) are not met or any of the procedures in the First through Fifth steps are not followed, then all outstanding Offers for Facility B Loans from the Facility A Banks and Other Banks shall terminate and Borrower's Facility B Loan Request shall be canceled. First, after Borrower has received all of the Facility A Bank Offers, Borrower shall decide upon the portion of such Facility A Bank Offers that it is accepting (the "Facility A Bank Portion") and the aggregate Market Value amount of Other Bank Offers that it is accepting (the "Other Bank Portion"). The Other Bank Portion shall comply with clauses (A) through (E) of Paragraph 6 above and the aggregate of the shares Facility A Bank Portion and Other Bank Portion must equal or exceed $25,000,000. Second, Borrower shall accept all Facility A Bank Offers if the amount thereof equals (but does not exceed) the Facility A Bank Portion. Borrower shall select Facility A Bank Offers as follows if the amount thereof exceeds the amount of MajorCorp Stock proposed the Facility A Bank Portion: Alternative 1. If Borrower elects the Requested Rate Option, Borrower shall accept Offers in total amount equal to the Facility A Bank Portion and shall allocate its acceptance to the Facility A Banks on a pro-rata basis based on the amount Offered by each Facility A Bank. Borrower shall round the amounts it accepts from each Facility A Bank to integral multiples of $1,000,000. Alternative 2. If Borrower elects the Bid Rate Option, Borrower shall accept Facility A Bank Offers in a total amount equal to the Facility A Bank Portion and shall allocate its acceptance to the Facility A Banks in order of the Spreads which they offered (i.e., lowest offered spread first). In the event that two or more Facility A Banks offered the same Spread and the amount to be registered exceeds $150,000,000, if applicable, identify accepted at such Spread is less than the Public Appraiser selected total amount offered by such NonFacility A Banks at such spread, Borrower shall allocate its acceptance on a pro-Selling Partner rata basis based on the amount offered by each such Facility A Bank. In such event Borrower shall round the amounts it accepts from such Facility A Banks to integral multiples of $1,000,000. Third, Borrower shall determine whether the interest rate amount of the Accepting Partner NoteOffer to be accepted from any Facility A Bank under the Second step above shall exceed the 30% Limit described in Paragraph (4) above. If the aggregate purchase commitments amount of the Offer to be accepted from any Facility A Bank exceeds the 30% Limit, Borrower shall reduce the amount of the Offer it shall accept from such Facility A Bank by the amount of such excess and then re-compute the amount of the Offer to be accepted from each Facility A Bank pursuant to the Second step above (treating such Facility A Bank as having made by Non-Selling Partners accepting a Rule 144 an Offer equal to its original Offer less the amount of such excess). Fourth, Borrower shall determine whether the 50% Minimum Requirement described in Paragraph (3) above exceeds the number of Facility A Banks whose Offers are to be accepted in whole or Registration Offer, in part under the Third step above. If the 50% Minimum Requirement exceeds the number of Facility A Banks whose Offers are to be accepted in whole or in part (such excess shall be referred to as applicable (the "Accepting PartnersRequired Number of Additional Acceptances"), exceed Borrower shall accept a portion of the Offers, from those Facility A Banks who made Offers but whose Offers were not to be accepted under First, Second and Third Steps above (each a "Rejected Offeror"), according to the following criteria: (i) If the Required Number of Additional Acceptances equals the number of shares of MajorCorp Stock covered by such Rule 144 Offer or Registration OfferRejected Offerors, as applicable, then each Accepting Partner Borrower shall purchase, and the Selling Partner shall sell to such Accepting Partner, that accept a portion of the number of shares of MajorCorp Stock covered by such Rule 144 Offer or Registration Offer, as applicable, that corresponds from each Rejected Offeror equal to the ratio of the Percentage Interest of such Accepting Partner to the aggregate Percentage Interests of all Accepting Partners; provided that if any Accepting Partner's purchase commitment was for an amount less than its proportionate share of $1,000,000. (ii) If the number of shares Rejected Offerors exceeds the Required Number of MajorCorp Stock as so determinedAdditional Acceptances, then Borrower shall select a number of Rejected Offerors equal to the Required Number of Additional Acceptances. Borrower shall choose among Rejected Offerors in order of the Spreads (i.e. lowest spread first) offered by each of the Rejected Offerors. If the spreads offered by two or more Rejected Offerors are equal and Borrower is required to accept a portion of the Offers from one or more but not all of such Rejected Offerors, Borrower may choose among such Rejected Offerors in its sole discretion. Borrower shall accept from each Rejected Offeror which it has selected under this clause (ii) a portion of such Rejected Offeror's Offer equal to $1,000,000. (iii) If the Required Number of Additional Acceptances exceeds the number of shares Rejected Offerors, then all outstanding Offers for Facility B Loans from the Facility A Banks and Other Banks shall terminate and Borrower's Facility B Loan Request shall be canceled. Fifth, if Borrower has accepted Offers (or portions thereof) from any Rejected Offerors under clause (i) or (ii) of MajorCorp Stock not so committed the Fourth step above, Borrower shall make the additional adjustments described in this Fifth Step. For purposes of this Fifth Step (1) the term "Adjustment Amount" shall mean the product of the Required Number of Additional Acceptances times $1,000,000 and (2) the term "Initial Acceptees" shall mean each Facility A Bank, which has made an Offer and whose Offer has been accepted under the First through Third Steps above. Borrower shall reduce the amount of Offers which it shall accept from one or more of the Initial Acceptees in an aggregate amount equal to the Adjustment Amount. Borrower shall select Offers for such reduction in inverse order of the amount of the Spread quoted by each Initial Acceptee (i.e., highest Spread first) provided that (i) the amount of Facility B Loans to be purchased provided by any Initial Acceptee shall continue not be reduced below $1,000,000 and (ii) if the Spreads quoted by two or more Initial Acceptees are equal and the total amount of the Facility B Loans to be made by them exceeds the reduction amount, the reduction shall be allocated to such Initial Acceptees on an pro rata basis based on the amounts of their proposed Facility B Loans (before adjustment in this Fifth step) and the amount to be allocated proportionally to each such Initial Acceptee shall be rounded to an integral multiple of $1,000,000. Borrower shall follow the following procedures whenever Borrower is required to round amounts to integral multiples of $1,000,000. Borrower shall round amounts to the nearest integral multiple of $1,000,000 (or to the next higher integral multiple of $1,000,000 if two integral multiples of $1,000,000 are equally close to such amount) if such rounding shall not cause Borrower to violate one of the requirements in Paragraphs (1) to (6) above or in the manner provided above First through Fifth Steps above. If rounding in this the proceeding sentence among shall cause Borrower to violate one of the other Accepting Partners until each has been allocatedrequirements referred to in such sentence, by Borrower shall round such process of apportionment, a number of shares of MajorCorp Stock equal amount to the maximum number next higher or lower integral multiple of shares such Accepting Partner committed to purchase or until all of the shares of MajorCorp Stock covered by such Rule 144 Offer or Registration Offer, as applicable, have been allocated among the Accepting Partners. Notwithstanding any purported acceptance of a Registration Offer, the Registration Offer shall be deemed to be rejected by all such Accepting Partners $1,000,000 in their entirety if the portion not accepted is in the aggregate greater than zero but less than the Minimum Secondary Offering Amount; Borrower's sole discretion provided that the result thereof shall cause Borrower to comply with such Registration Offer will be deemed accepted if, within ten (10) days after the expiration of the First Offer Period, the Accepting Partners increase or decrease their purchase commitments, by giving notice to the Board of Directors of MajorCorp and each other Partner amending their respective purchase commitments to the extent required to effect any such increase or decrease, as applicable, such that the amount accepted for purchase by the Accepting Partners constitutes all of the shares of MajorCorp Stock covered by such Registration Offer or the amount not accepted equals or exceeds the Minimum Secondary Offering Amount.requirement. 2.19

Acceptance of Offers. At In the event of an Offer for any time during Equity Shares of a class comprised in the applicable First Exchange Property, the Issuer shall have absolute discretion to accept such Offer Period(and as to any alternative consideration) or reject such Offer, provided that the Issuer will not accept such Offer (a) prior to the Specified Date (as defined below) and (b) unless the value of the consideration offered for such Equity Shares pursuant to the Offer or, where there is any alternative consideration, unless the value of the consideration accepted by the Issuer, is equal to or greater than the value of such Equity Shares. For the avoidance of doubt, (i) the Issuer may announce its intention to accept any Offer prior to the Specified Date and (ii) if there are two simultaneous Offers, the Issuer may accept either Offer (including the Offer which includes the lower consideration) or neither Offer. The value of such Equity Shares and the value of any consideration will be determined by an Independent Financial Adviser by reference to market values, where applicable, and such other considerations as the Independent Financial Adviser shall consider appropriate. The Issuer will not accept any Offer in respect of such part of the Exchange Property which would (disregarding for this purpose, any Non-Selling Partner may accept a Rule 144 Offer or Registration Offer, as applicable, as Cash Alternative Settlement) be deliverable to all or any portion those Noteholders who have exercised Exchange Rights in respect of Notes where the shares of MajorCorp Stock covered by such Rule 144 Offer or Registration Offer, as applicable, by giving notice of such acceptance relevant Exchange Date falls prior to the applicable Selling Partner and each commencement of any Suspension Period. The Issuer shall at all times be entitled at its discretion, in relation to any shares or other Non-Selling Partner, securities owned or controlled by it or in respect of which notice shall indicate the maximum number of it is entitled to exercise voting rights (whether or not such shares of MajorCorp Stock that such Non-Selling Partner is willing to purchase (the "purchase commitment") and, with respect to a Registration Offer in which the aggregate Market Value of the shares of MajorCorp Stock proposed to be registered exceeds $150,000,000, if applicable, identify the Public Appraiser selected by such Non-Selling Partner to determine the interest rate of the Accepting Partner Note. If the aggregate purchase commitments made by Non-Selling Partners accepting a Rule 144 Offer or Registration Offer, as applicable ("Accepting Partners"securities comprise Exchange Property), exceed the number to vote on, exercise its rights in respect of, or otherwise participate in (or in any such case refrain from doing so), any scheme of shares arrangement, reorganisation, amalgamation, merger, demerger or reconstruction of MajorCorp Stock covered by such Rule 144 Offer any company or Registration Offer, companies or other entity or entities (whether or not involving liquidation or dissolution) as applicable, then each Accepting Partner it thinks fit. The Issuer shall purchase, and the Selling Partner shall sell to such Accepting Partner, that portion of the number of shares of MajorCorp Stock covered by such Rule 144 Offer or Registration Offer, as applicable, that corresponds to the ratio of the Percentage Interest of such Accepting Partner to the aggregate Percentage Interests of all Accepting Partners; provided that if any Accepting Partner's purchase commitment was for an amount less than its proportionate share of the number of shares of MajorCorp Stock as so determined, then the number of shares of MajorCorp Stock not so committed to be purchased shall continue to be allocated proportionally in the manner provided above in this sentence among the other Accepting Partners until each has been allocated, by such process of apportionment, a number of shares of MajorCorp Stock equal to the maximum number of shares such Accepting Partner committed to purchase or until all of the shares of MajorCorp Stock covered by such Rule 144 Offer or Registration Offer, as applicable, have been allocated among the Accepting Partners. Notwithstanding any purported acceptance of a Registration Offer, the Registration Offer shall be deemed to be rejected by all such Accepting Partners in their entirety if the portion not accepted is in the aggregate greater than zero but less than the Minimum Secondary Offering Amount; provided that such Registration Offer will be deemed accepted if, within ten (10) days after the expiration of the First Offer Period, the Accepting Partners increase or decrease their purchase commitments, by giving give notice to the Board Noteholders in accordance with Condition 16 as soon as practicable upon becoming aware of Directors the existence of MajorCorp any Offer. In accepting or rejecting any Offer or electing for any alternative consideration or in voting on, exercising its rights in respect of, or otherwise participating in, any scheme of arrangement, compromise, reorganisation, amalgamation, merger, demerger or reconstruction, the Issuer is not obliged to take account of the interests of the Noteholders and each other Partner amending their respective purchase commitments it is therefore possible that the Issuer may act in a manner which is contrary to the extent required to effect any such increase or decrease, as applicable, such that the amount accepted for purchase by the Accepting Partners constitutes all best interests of the shares of MajorCorp Stock covered by such Registration Offer or the amount not accepted equals or exceeds the Minimum Secondary Offering AmountNoteholders.

Acceptance of Offers. At any time during To accept an offer to purchase or acquire the applicable First securities being issued, sold or exchanged, in whole or in part, a Holder must deliver a written notice to the Company prior to the end of the fifth Business Day after such Holder’s receipt of the Offer Notice (the “Offer Period”), any Non-Selling Partner may accept a Rule 144 Offer or Registration Offer, as applicable, as to all or any setting forth the portion of the shares Holder’s Basic Amount that the Holder elects to purchase and, if the Holder elects to purchase all of MajorCorp Stock covered by such Rule 144 Offer or Registration Offerits Basic Amount, as applicablethe Undersubscription Amount, by giving notice of such acceptance to if any, that the applicable Selling Partner and each other Non-Selling Partner, which notice shall indicate the maximum number of shares of MajorCorp Stock that such Non-Selling Partner is willing Holder elects to purchase (the "purchase commitment") and, with respect to a Registration Offer in which the aggregate Market Value “Notice of the shares of MajorCorp Stock proposed to be registered exceeds $150,000,000, if applicable, identify the Public Appraiser selected by such Non-Selling Partner to determine the interest rate of the Accepting Partner NoteAcceptance”). If the aggregate purchase commitments made Basic Amounts subscribed for by Non-Selling Partners accepting a Rule 144 Offer or Registration Offer, as applicable ("Accepting Partners"), exceed all Holders are less than the number total of shares all of MajorCorp Stock covered by such Rule 144 Offer or Registration Offer, as applicablethe Basic Amounts, then each Accepting Partner Holder who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if (a) the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Selling Partner Basic Amounts subscribed for (the “Available Undersubscription Amount”), then (b) the Available Undersubscription Amount shall sell to such Accepting Partner, that be allocated among the Holders who have subscribed for Undersubscription Amounts based on each Holder’s pro rata portion of all of the number Basic Amounts of shares of MajorCorp Stock covered the Holders who have subscribed for Undersubscription Amounts (subject to rounding by such Rule 144 Offer or Registration Offer, as applicable, that corresponds the Company to the ratio extent it deems necessary). Notwithstanding this Section 6.02 and Section 6.01 above, if, prior to five Business Days after delivery of the Percentage Interest of such Accepting Partner Offer Notice, the Company chooses to modify or amend the aggregate Percentage Interests of all Accepting Partners; provided that if any Accepting Partner's purchase commitment was for an amount less than its proportionate share of terms and conditions upon which the number of shares of MajorCorp Stock as so determinedsecurities are being offered, issued, sold or exchanged, then the number of shares of MajorCorp Stock not so committed to be purchased shall continue to be allocated proportionally in the manner provided above in this sentence among the other Accepting Partners until each has been allocated, by such process of apportionment, a number of shares of MajorCorp Stock equal Company may deliver to the maximum number Holders a new Offer Notice and the Holders shall have three Business Days after receipt of shares such Accepting Partner committed new Offer Notice to purchase or until all deliver a Notice of the shares of MajorCorp Stock covered by such Rule 144 Offer or Registration Offer, as applicable, have been allocated among the Accepting Partners. Notwithstanding any purported acceptance of a Registration Offer, the Registration Offer shall be deemed to be rejected by all such Accepting Partners in their entirety if the portion not accepted is in the aggregate greater than zero but less than the Minimum Secondary Offering Amount; provided that such Registration Offer will be deemed accepted if, within ten (10) days after the expiration of the First Offer Period, the Accepting Partners increase or decrease their purchase commitments, by giving notice to the Board of Directors of MajorCorp and each other Partner amending their respective purchase commitments to the extent required to effect any such increase or decrease, as applicable, such that the amount accepted for purchase by the Accepting Partners constitutes all of the shares of MajorCorp Stock covered by such Registration Offer or the amount not accepted equals or exceeds the Minimum Secondary Offering AmountAcceptance.