Irregular Tenders Sample Clauses

Irregular Tenders. In the event the U.S. Exchange Agent determines that any Agent’s Message, any Letter of Transmittal or any other required document does not appear to have been properly completed or executed, or that any other irregularity in connection with the tender appears to exist, the U.S. Exchange Agent shall take reasonable and appropriate steps to contact the Participant tendering the Sonera ADSs or the registered holder tendering the Sonera ADRs, as appropriate, so as to enable the necessary correction by the Participant or registered holder, and, upon consultation with the Company, shall endeavor to take such other reasonable action as may be necessary to cause such irregularity to be corrected. All questions as to the form of documents, validity, form, eligibility (including timeliness of receipt) and acceptance for exchange of any tender of Sonera ADSs shall be determined by the U.S. Exchange Agent on behalf of the Company in the first instance. If irregularities with respect to any tenders have been identified by the U.S. Exchange Agent and remain uncured, the U.S. Exchange Agent shall refer final determination to the Company by promptly sending to the Company any document or copy thereof which in its judgment would prevent acceptance thereof, and the Company shall make the final decision whether or not to accept such tender. Upon acceptance by the Company of such Sonera ADSs tendered pursuant to the U.S. Offer, the Company shall confirm such acceptance in writing to the U.S. Exchange Agent. In the event that the Company does not accept a tender, the Company will provide to the U.S. Exchange Agent a letter explaining the reason for the non-acceptance. Defective submissions shall be deemed validly made only at the time the irregularities have been cured to the satisfaction of, or waived by, the Company. If any such irregularities are neither so cured nor waived, tendered Sonera ADSs which are the object of the defective submission shall be returned to the Participant or the registered holder, as the case may be, together with any other documents received in connection therewith and the letter that the Company will have furnished to the U.S. Exchange Agent explaining the reasons for the return of such Sonera ADSs and the other documents. The U.S. Exchange Agent will act promptly in accordance with any instructions received by it from the Company pursuant to this Paragraph VI.
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Irregular Tenders. In the event the Exchange Agent determines that any Agent's Message or any other required document does not appear to have been properly completed or executed, or that
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Irregular Tenders. In the event the U.S. Exchange Agent determines that any Agent's Message, any Letter of Transmittal or any other required document does not appear to have been properly completed or executed, or that any other irregularity in connection with the tender appears to exist, the U.S. Exchange Agent shall take reasonable and appropriate steps to contact the Participant tendering the Sonera ADSs or the registered holder tendering the Sonera ADRs, as appropriate, so as to enable the necessary correction by the Participant or registered holder, and, upon consultation with the Company, shall endeavor to take
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Irregular Tenders. In the event the Tender Agent determines that a Tender Instruction or any other required document does not appear to have been fully completed or executed, or that any other irregularity in connection with the Tender Instruction appears to exist, the Tender Agent shall take appropriate steps to contact the holder so as to enable the necessary correction to be made. If irregularities with respect to any Tender Instructions have been identified by the Tender Agent and are not remedied the Tender Agent shall refer final determination to the Offeror by promptly sending to the Offeror any document or copy thereof which in its judgement would prevent acceptance thereof, and the Offeror shall make the final decision whether or not to accept such Tender Instruction. Upon acceptance by the Offeror of such irregular Tender Instruction, the Offeror shall confirm such acceptance by email to the Tender Agent. In the event that the Offeror does not accept a Tender Instruction, the Offeror will provide to the Tender Agent by email the reason for the non-acceptance. Defective submissions shall be deemed validly made at the time if the irregularities have been cured to the satisfaction of, or waived by, the Offeror. If any such irregularities are neither so cured nor waived, Securities which are the object of the defective submission shall be returned to the applicable clearing system accountholder, together with any other documents received in connection therewith and the letter or other writing that the Offeror will have furnished to the Tender Agent explaining the reasons for the return of such Securities and the other documents. The Tender Agent agrees to act promptly in accordance with any reasonable instructions given to it by the Offeror pursuant to this clause.
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Irregular Tenders. 1.8.1 Whether or not a Tender is declared to be irregular shall be in the sole discretion of TOARC.
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Related to Irregular Tenders

  • Withdrawal of Members A member may withdraw from this LLC by giving written notice to all other members at least days before the date the withdrawal is to be effective.

  • Withdrawal of Deposited Securities The Holder of this ADR (and of the ADSs evidenced hereby) shall be entitled to Delivery (at the Custodian’s designated office) of the Deposited Securities at the time represented by the ADSs evidenced hereby upon satisfaction of each of the following conditions: (i) the Holder (or a duly authorized attorney of the Holder) has duly Delivered to the Depositary at its Principal Office the ADSs evidenced hereby (and, if applicable, this ADR) for the purpose of withdrawal of the Deposited Securities represented thereby, (ii) if applicable and so required by the Depositary, this ADR Delivered to the Depositary for such purpose has been properly endorsed in blank or is accompanied by proper instruments of transfer in blank (including signature guarantees in accordance with standard securities industry practice), (iii) if so required by the Depositary, the Holder of the ADSs has executed and delivered to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be Delivered to or upon the written order of the person(s) designated in such order, and (iv) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have been paid, subject, however, in each case, to the terms and conditions of this ADR evidencing the surrendered ADSs, of the Deposit Agreement, of the Company’s Articles of Association, of any applicable laws and the rules of the applicable book-entry settlement entity, and to any provisions of or governing the Deposited Securities, in each case as in effect at the time thereof. Upon satisfaction of each of the conditions specified above, the Depositary (i) shall cancel the ADSs Delivered to it (and, if applicable, the ADR(s) evidencing the ADSs so Delivered), (ii) shall direct the Registrar to record the cancellation of the ADSs so Delivered on the books maintained for such purpose, and (iii) shall direct the Custodian to Deliver, or cause the Delivery of, in each case, without unreasonable delay, the Deposited Securities represented by the ADSs so canceled together with any certificate or other document of title for the Deposited Securities, or evidence of the electronic transfer thereof (if available), as the case may be, to or upon the written order of the person(s) designated in the order delivered to the Depositary for such purpose, subject however, in each case, to the terms and conditions of the Deposit Agreement, of this ADR evidencing the ADS so cancelled, of the Articles of Association of the Company, of any applicable laws and of the rules of the applicable book-entry settlement entity, and to the terms and conditions of or governing the Deposited Securities, in each case as in effect at the time thereof. The Depositary shall not accept for surrender ADSs representing less than one (1) Share. In the case of Delivery to it of ADSs representing a number other than a whole number of Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be Delivered in accordance with the terms hereof, and shall, at the discretion of the Depositary, either (i) return to the person surrendering such ADSs the number of ADSs representing any remaining fractional Share, or (ii) sell or cause to be sold the fractional Share represented by the ADSs so surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld) to the person surrendering the ADSs. Notwithstanding anything else contained in this ADR or the Deposit Agreement, the Depositary may make delivery at the Principal Office of the Depositary of (i) any cash dividends or cash distributions, or (ii) any proceeds from the sale of any distributions of shares or rights, which are at the time held by the Depositary in respect of the Deposited Securities represented by the ADSs surrendered for cancellation and withdrawal. At the request, risk and expense of any Holder so surrendering ADSs represented by this ADR, and for the account of such Holder, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than securities) held by the Custodian in respect of the Deposited Securities represented by such ADSs to the Depositary for delivery at the Principal Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by cable, telex or facsimile transmission.

  • Withdrawal of Partners (a) Any Partner may Withdraw voluntarily from the Partnership subject to the prior written consent of the General Partner, including if such Withdrawal would (i) cause the Partnership to be in default under any of its contractual obligations or (ii) in the reasonable judgment of the General Partner, have a material adverse effect on the Partnership or its business. Without limiting the foregoing sentence, the General Partner generally intends to permit voluntary Withdrawals on the last day of any calendar month (or on such other date as shall be determined by the General Partner in its sole discretion), on not less than 15 days’ prior written notice by such Partner to the General Partner (or on such shorter notice period as may be mutually agreed upon between such Partner and the General Partner); provided, that a Partner may Withdraw from the Partnership with respect to such Partner’s GP-Related Partner Interest without Withdrawing from the Partnership with respect to such Partner’s Capital Commitment Partner Interest, and a Partner may Withdraw from the Partnership with respect to such Partner’s Capital Commitment Partner Interest without Withdrawing from the Partnership with respect to such Partner’s GP-Related Partner Interest.

  • Withdrawal of Fund's Assets If the Delegate determines that an arrangement with a specific Eligible Foreign Custodian selected by the Delegate under Section 3 of this Delegation Schedule no longer meets the requirements of said Section, Delegate shall withdraw the Fund's Assets from the non-complying arrangement as soon as reasonably practicable; provided, however, that if in the reasonable judgment of the Delegate, such withdrawal would require liquidation of any of the Fund's Assets or would materially impair the liquidity, value or other investment characteristics of the Fund's Assets, it shall be the duty of the Delegate to provide information regarding the particular circumstances and to act only in accordance with Instructions of the Fund or its Investment Advisor with respect to such liquidation or other withdrawal.

  • Withdrawal of Member Notwithstanding anything to the contrary herein, the Member shall not withdraw as a member of the Company, and no event set forth in Section 5.4 shall cause or be deemed to cause the withdrawal of the Member from the Company. Any purported withdrawal by the Member shall be null and void.

  • Withdrawal of Stop Orders If the Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the securities registered thereunder), the Issuers shall use their commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof.

  • Withdrawal of Deposits If any Deposits remain outstanding on the Business Day next succeeding the Cut-off Date, the Trustee shall promptly give the Escrow Agent notice that the Trustee’s obligation to purchase Equipment Notes under the NPA has terminated and instruct the Escrow Agent to provide a notice of Final Withdrawal to the Depositary substantially in the form of Exhibit B to the Deposit Agreement (the “Final Withdrawal Notice”).

  • Acceptance or Rejection of Subscription a. I understand and agree that the Company reserves the right to reject this subscription for the Securities, in whole or in part, for any reason and at any time prior to the Closing (defined below) of my subscription.

  • Commencement of Regular Sales of Common Stock Following the consummation of the Merger and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Thousand Dollars ($500,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 on such Purchase Date. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

  • Deposited Money and U S. Government Obligations to Be Held in Trust; Miscellaneous Provisions...............................65

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