OTHER ELIGIBLE OFFEREES Sample Clauses

OTHER ELIGIBLE OFFEREES. If the Company accepts the Offer with respect to all of the Shares Subject to the Offer within the 10-day period specified in Section 4.1, the Company shall give written notice thereof, within 5 days of the expiration of such 10-day period, to any Holder, or any other party, required to sell the Shares Subject to the Offer. If, however, the Company does not accept the Offer with respect to all or any portion of the Shares Subject to the Offer within the 10-day period specified in Section 4.1, the Company shall give written notice thereof, within 5 days of the expiration of such 10-day period (the "Partial Purchase Notice"), to the other Eligible Offerees. The other Eligible Offerees shall have the right, for 30 days after the receipt of the Partial Purchase Notice, to accept the Offer for the remaining Shares Subject to the Offer pro rata among such Eligible Offerees, in accordance with each Eligible Offeree's ownership interest of the outstanding Class B Common Stock of the Company, without taking into account the interests in the Company represented by the Shares Subject to the Offer, unless such Eligible Offerees shall agree otherwise. If the accepting Eligible Offerees, other than the Company ("Accepting Eligible Offerees"), do not accept the Offer for all of the remaining Shares Subject to the Offer, then the Company shall have the right, in conjunction with the Accepting Eligible Offerees, for 10 days after the expiration of the 30-day purchase period provided in the preceding sentence of this Section 4.2 to elect to purchase all, but not less than all, of the then remaining Shares Subject to Offer (the "Second Chance Offer") pro rata among the Accepting Eligible Offerees and the Company, in accordance with the interests of the Accepting Eligible Offerees and the Company with respect to the Shares Subject to the Offer accepted before the Second Chance Offer, unless the Accepting Eligible Offerees and the Company shall agree otherwise.
Sample 1
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Related to OTHER ELIGIBLE OFFEREES

  • Accredited Investor Status or Investment Limits Subscriber represents that either:

  • Participation of Broker-Dealers in Exchange Offer (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. The Company and the Guarantors understand that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

  • Accredited Investor Status The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

  • Notice of Disqualifying Disposition If the Option is an Incentive Stock Option, I agree that I will promptly notify the Chief Financial Officer of the Company if I transfer any of the Shares within one (1) year from the date I exercise all or part of the Option or within two (2) years of the Date of Grant.

  • TERMINATION OF THE OFFERING The undersigned understands that the Company may terminate the offering at any time and for any reason. If the offering is so terminated, and the Company is holding subscriptions that have not been accepted by an authorized representative of the Company, together with the un-accepted subscription agreements, then in that event the subscriptions so held shall be returned without any interest earned thereon.

  • Notice of Disqualifying Disposition of ISO Shares If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.

  • Unrestricted Definitive Notes to Beneficial Interests in Transfer Restricted Global Notes An Unrestricted Definitive Note cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a beneficial interest in a Transfer Restricted Global Note.

  • Rule 144A Eligibility On the Closing Date, the Securities will not be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation system; and each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contains or will contain all the information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act.

  • Redemption of Partnership Interests of Ineligible Holders (a) If at any time a Limited Partner fails to furnish an Eligibility Certificate or any other information requested within the period of time specified in Section 4.9, or if upon receipt of such Eligibility Certificate or other information the General Partner determines, with the advice of counsel, that a Limited Partner is an Ineligible Holder, the Partnership may, unless the Limited Partner establishes to the satisfaction of the General Partner that such Limited Partner is not an Ineligible Holder or has transferred his Limited Partner Interests to a Person who is not an Ineligible Holder and who furnishes an Eligibility Certificate to the General Partner prior to the date fixed for redemption as provided below, redeem the Limited Partner Interest of such Limited Partner as follows:

  • Transfer Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes A holder of a Transfer Restricted Definitive Note may exchange such Transfer Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Transfer Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:

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