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 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.

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 a Registration 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 Market Value amount 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 Offers which Borrower accepts from all of the shares Facility A Banks and Other Banks (the limitation in this clause (4) shall be referred to as the "30% Limit"). (5) The sum of MajorCorp Stock covered 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 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 such Rule 144 Offer each of the Other Banks shall be quoted as a fixed Spread over the Treasury Rate based on a year of 365 or Registration Offer366 days, as applicable, have been allocated among the Accepting Partnerscase may be and actual days elapsed. Notwithstanding any purported acceptance of a Registration Offer, the Registration Offer shall be deemed The Spread to be rejected charged by all such Accepting Partners in their entirety each Other Bank may not exceed (i) the Requested Spread if Borrower selects the portion not accepted is Requested Rate Option or (ii) the highest interest rate Spread offered by an Initial Acceptee (defined in the aggregate greater than zero but less than Fifth Step below) if Borrower selects 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.Bid Rate Option;