Election to Purchase; Closing Sample Clauses

Election to Purchase; Closing. If the Offeree elects to purchase the Offered Shares on the Offer terms, the Offeree shall notify the Offeror of its election to purchase (“Purchase Notice”) within 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 Shares. Sale of the Offered Shares to the Offeree pursuant to this section shall be made no later than 12:00 PM at the offices of the Company, 15 (fifteen) Business Days following the date the Purchase Notice. Such sale shall be effected by the Offeror’s delivery to the Offeree of a certificate or certificates evidencing the Offered Shares to be purchased by it together with an executed agreement for transfer.
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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.
Sample 1
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.M. Chile time at the principal offices of UIH in Santiago on the later of (i) the date that is 120 days following the date the subject UIH Parties deliver the Purchase Notice to VTR (or if not a Business Day, then on the next succeeding Business Day) and (ii) the date that is five Business Days after all regulatory approvals for such transaction have been obtained and any applicable waiting period has expired. Such Transfer shall be effected by VTR's delivery to the subject UIH Parties of a certificate or certificates evidencing the Offered Shares to be purchased together with an executed contract for Transfer containing the representations, warranties, covenants and all other terms included in the Offer, and the delivery by such UIH Parties to VTR of the purchase price therefor in cash, by wire transfer of immediately available funds to an account designated by VTR, which account shall be designated at least three Business Days prior to such closing date.
Sample 1
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.
Sample 1
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.
Sample 1

Related to Election to Purchase; Closing

  • Election to Purchase (To Be Executed Upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive [ ] Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of Kismet Acquisition Two Corp. (the “Company”) in the amount of $[ ] in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of [ ], whose address is [ ] and that such Ordinary Shares be delivered to [ ] whose address is [ ]. If said [ ] number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of [ ], whose address is [ ] and that such Warrant Certificate be delivered to [ ], whose address is [ ]. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) or Section 6.2 of the Warrant Agreement, as applicable. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(b) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of [ ], whose address is [ ] and that such Warrant Certificate be delivered to [ ], whose address is [ ]. Date: [ ], 20 (Signature) (Address) (Tax Identification Number) Signature Guaranteed: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED). EXHIBIT B LEGEND THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG KISMET ACQUISITION TWO CORP. (THE “COMPANY”), KISMET SPONSOR LIMITED AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. NO. [ ] WARRANT

  • Option to Purchase Shares The Company hereby grants to the Optionee an Option (the “Option”), pursuant to the Plan, to purchase up to ________________ (___________) shares of the Company’s common stock (the “Stock”). The Option Price for each share of Stock shall be ____________________Dollars and ______________ Cents ($______), which is acknowledged to be 100% of the Fair Market Value of each share of Stock as of the date hereof. The Option shall be exercisable for the number of shares of Stock and during the specific exercise periods (“Exercise Period(s)”) set forth in the following table: Number of Shares Exercise Period _______________________ (___________) Shares ________________1 through ______________

  • Agreement to Purchase Purchase Price Buyer acknowledges that it was the successful bidder for the Property at the Foreclosure Sale with a successful bid for the Property at the Foreclosure Sale in the amount of [ ] ($ ) (the “Purchase Price”), and agrees to purchase all of the interest in the Property from Seller in accordance with and in reliance upon the terms and conditions of this Agreement.

  • Purchase Closing Section 2.1 Purchase 5 Section 2.2 Closing 5 Section 2.3 Closing Conditions 6

  • FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To ______________: The undersigned hereby irrevocably elects to exercise Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: Please insert social security or other identifying number: ________________________ __________________________________________________________________________ (Please print name and address) __________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ________________________ __________________________________________________________________________ (Please print name and address) __________________________________________________________________________ Dated: _________, 20____ _____________________________ Signature Signature Guaranteed:

  • Notice of Election to Purchase and shall cause the Transfer Agent to mail a copy of such Notice of Election to Purchase to the Record Holders of Limited Partner Interests of such class (as of a Record Date selected by the General Partner), together with such information as may be required by law, rule or regulation, at least 10, but not more than 60, days prior to the Purchase Date. Such Notice of Election to Purchase shall also be filed and distributed as may be required by the Commission or any National Securities Exchange on which such Limited Partner Interests are listed. The Notice of Election to Purchase shall specify the Purchase Date and the price (determined in accordance with Section 15.1(a)) at which Limited Partner Interests will be purchased and state that the General Partner, its Affiliate or the Partnership, as the case may be, elects to purchase such Limited Partner Interests, upon surrender of Certificates representing such Limited Partner Interests, in the case of Limited Partner Interests evidenced by Certificates, or instructions agreeing to such redemption in exchange for payment, at such office or offices of the Transfer Agent as the Transfer Agent may specify, or as may be required by any National Securities Exchange on which such Limited Partner Interests are listed. Any such Notice of Election to Purchase mailed to a Record Holder of Limited Partner Interests at his address as reflected in the Register shall be conclusively presumed to have been given regardless of whether the owner receives such notice. On or prior to the Purchase Date, the General Partner, its Affiliate or the Partnership, as the case may be, shall deposit with the Transfer Agent or exchange agent cash in an amount sufficient to pay the aggregate purchase price of all of such Limited Partner Interests to be purchased in accordance with this Section 15.1. If the Notice of Election to Purchase shall have been duly given as aforesaid at least 10 days prior to the Purchase Date, and if on or prior to the Purchase Date the deposit described in the preceding sentence has been made for the benefit of the holders of Limited Partner Interests subject to purchase as provided herein, then from and after the Purchase Date, notwithstanding that any Certificate or redemption instructions shall not have been surrendered for purchase or provided, respectively, all rights of the holders of such Limited Partner Interests (including any rights pursuant to Article IV, Article V, Article VI, and Article XII) shall thereupon cease, except the right to receive the purchase price (determined in accordance with Section 15.1(a)) for Limited Partner Interests therefor, without interest, upon surrender to the Transfer Agent of the Certificates representing such Limited Partner Interests, in the case of Limited Partner Interests evidenced by Certificates, or instructions agreeing to such redemption, and such Limited Partner Interests shall thereupon be deemed to be transferred to the General Partner, its Affiliate or the Partnership, as the case may be, in the Register, and the General Partner or any Affiliate of the General Partner, or the Partnership, as the case may be, shall be deemed to be the Record Holder of all such Limited Partner Interests from and after the Purchase Date and shall have all rights as the Record Holder of such Limited Partner Interests (including all rights as owner of such Limited Partner Interests pursuant to Article IV, Article V, Article VI and Article XII).

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5. ARTICLE VII

  • Purchase of Company Shares Acquisition Sub shall have accepted for payment and paid for all of the Company Shares validly tendered and not withdrawn pursuant to the Offer.

  • Purchase Price Closing (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent).

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