Election to Purchase; Closing Clause Samples

Election to Purchase; Closing. If the Offeree elects to purchase the membership on the Offer terms, the Offeree shall notify the Offeror of its election to purchase (“Purchase Notice”) within thirty (30) days of the date the Offer was made (“Acceptance Period”). Such Purchase Notice shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of the Offered Equity Rights. Sale of the membership to the Offeree pursuant to this section shall be made at 12:00 PM at the offices of the Cooperative, fifteen (15) Business Days following the date the Offeree’s notice to purchase. Such sale shall be effected by an executed agreement for transfer.

Election to Purchase; Closing. Within 30 days after delivery of the Offer, the Significant Securityholders may elect to purchase, at the price and on the terms specified in the Offer, the Offered Securities by giving written notice to the Selling Securityholder. The closing of such purchase shall occur on a date mutually acceptable to the parties thereto within 30 days after such acceptance. At such closing, the Significant Securityholders having elected to purchase shall pay the Selling Securityholder the purchase price as specified in accordance with Section 6.2(c), and the Selling Securityholder shall simultaneously deliver the CONFIDENTIAL TREATMENT REQUESTED -------------------------------- certificates representing the Securities being transferred and all other evidence of transfer as may reasonably be requested by the purchasing Securityholder.

Election to Purchase; Closing. If one or more of the UIH Parties elects to purchase the Offered Shares in accordance with the terms of the Offer, the subject UIH Parties shall communicate in writing such election to purchase (a "Purchase Notice") to VTR within 60 days of the date the Offer was made. VTR agrees that any Purchase Notice delivered by any UIH Party will provide that the Offered Shares must be delivered to such UIH Party free and clear of any Liens or Restrictions including, without limitation, the Pledge but excluding Liens or Restrictions created by any of the UIH Parties effective as of the Closing, and that such condition shall be deemed to be in accordance with the terms of the Offer, even if a similar qualification is not included in the Bona Fide Offer. Such election shall be irrevocable, valid, legally binding and enforceable against the UIH Parties (to the same extent as the Bona Fide Offer would, upon acceptance thereof by Sellers, be irrevocable, valid, legally binding and enforceable against the Proposed Transferee) subject to the obtaining of required regulatory approvals and the expiration of any waiting periods mandated by applicable Law, and the Parties agree to cooperate in making any filings and obtaining any such approvals to allow the UIH Parties to exercise their rights hereunder. The Transfer of the Offered Shares to the subject UIH Parties pursuant to this Section 11(c) shall be made at 11:00 A.

Election to Purchase; Closing. If the Company or Progressive elects to purchase all of the Shares covered by a Proposed Sale Notice, such election shall constitute the agreement by the Company or Progressive (as applicable) to purchase such Shares for which a valid exercise has been tendered at the price and in accordance with the terms contained in the Proposed Sale Notice and the closing of such sale shall occur on a date agreed to by the Selling Party and the Company or Progressive (as the case may be); provided that, subject to applicable regulatory requirements (which may result in a delay in the closing), such date shall not be later than thirty (30) days after the Company or Progressive has elected to purchase the Shares pursuant to Section 3.2(b). The closing shall take place at the Company’s offices, and the tender of payment for Shares to be purchased shall be made in immediately available funds against delivery of the certificates representing the Shares so purchased, a stock power duly endorsed to the Company or Progressive, as applicable (or signed in blank), by the Selling Party, and such additional information and documentation, including representations as to ownership and title to the Shares to be sold by the Selling Party, authority of the Selling Party to sell such Shares, and the absence of encumbrances and required governmental and third party approvals and consents, as the Company or Progressive (as applicable) may reasonably request from the Selling Party.

Election to Purchase; Closing. If a Purchase Notice is timely ----------------------------- delivered to Holder by more than one of the UIH Parties, then the Offered Shares shall be allocated among them and their designees equally unless otherwise notified in writing to Holder by all such UIH Parties. Each of the Parties agrees to use all commercially reasonable efforts to promptly make such filings and obtain such regulatory approvals as are required to allow the UIH Parties (or their designees, as the case may be) to purchase the Offered Shares. The closing of the sale of the Offered Shares to the UIH Parties or their designees pursuant to this Section 3.2(b) shall occur at 11:00 a.m. Amsterdam time at the principal offices of the Company on or before the later of (i) the date that is ten (10) Business Days prior to the closing date set forth in the Offer Notice, or (ii) the date that is ten (10) Business Days after all such regulatory approvals for the sale have been obtained and all applicable waiting periods have expired; provided, however, that if such regulatory approvals or waiting periods have not been obtained or expired, as applicable, or for any other reason (except due to Holder's fault) the closing of such sale does not occur on or before the date that is 150 days after the date of delivery of the Purchase Notice, Holder shall be free to sell all (but not less than all) of the Offered Shares as set forth in Section 3.2(c). The sale to the UIH Parties (or their designees, as the case may be) shall be effected by the Holder's delivery to the UIH Parties (or their designees, as the case may be) of a certificate or certificates evidencing the Offered Shares to be purchased thereby, which Offered Shares shall be free and clear of any Encumbrances, together with an executed contract for Transfer of such Shares to the UIH Parties (or their designees, as the case may be), and the delivery to the Holder by the UIH Parties (or their designees, as the case may be) of the purchase price therefor in immediately available and freely transferable funds in the currency included in the Offer Notice, or the equivalent thereof in Dollars at such time, at the election of the UIH Parties.