RETENDERING ELECTION Sample Clauses

RETENDERING ELECTION. The Authority shall be entitled to retender the provision of the Project Operations in accordance with paragraph 3 (Retendering Procedure) and the provisions of paragraph 3 (Retendering Procedure) shall apply if: the Authority notifies Sub-hubco on or before the date falling twenty (20) Business Days after the Termination Date that it intends to retender; and there is a Liquid Market; and either the Senior Funders have not exercised their rights to step-in under clause 5 (Representative) of the Funders' Direct Agreement; or Sub-hubco or the Senior Funders have not procured the transfer of Sub-hubco's rights and liabilities under this Agreement to a Suitable Substitute Contractor and have failed to use all reasonable efforts to do so but otherwise the Authority shall not be entitled to re-tender the provision of the Project Operations and paragraph 4 (No Retendering Procedure) shall apply.
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RETENDERING ELECTION. 45.1.1 Subject to clause 45.1.2 below, the Authority shall be entitled at its sole option to: (A) retender the provision of the Services in accordance with clause Retendering; or (B) require an expert determination in accordance with clause No Retendering. 45.1.2 Subject to clause 45.1.3, the Authority shall notify the Contractor of its election on or before the date falling 30 days after the Termination Date. 45.1.3 The Authority shall not be entitled to elect to retender the provision of the Services in accordance with clause Retendering if: (A) the Senior Lenders have exercised their rights to step-in under the Direct Agreement; (B) the Contractor or the Senior Lenders have demonstrated to the Authority that the Senior Lenders have used all reasonable efforts to procure the transfer of the Contractor’s rights and liabilities under the Agreement to a Suitable Substitute Contractor but have not done so; (C) the Contractor or Senior Lenders have demonstrated to the Authority that the reason for failure to transfer the Contractor’s rights and liabilities under the Agreement is that there is no Liquid Market; and (D) either the Authority agrees or it is determined in accordance with the Dispute Resolution Procedure that no Liquid Market exists 45.2 Retendering 45.2.1 The objective of the Tender Process shall be to enter into a New Contract with the Compliant Tenderer that offers the highest lump sum capital payment as the tender price. 45.2.2 The Authority shall use its reasonable endeavours to complete the Tender Process as soon as practicable. 45.2.3 The Authority shall notify the Contractor of the Qualification Criteria and the other requirements and terms of the Tender Process, including the timing of the Tender Process, but shall act reasonably in setting such requirements and terms. 45.2.4 The Contractor authorises the release of any information by the Authority which would otherwise be prevented under clause INFORMATION AND CONFIDENTIALITY which is reasonably required as part of the Tender Process. 45.2.5 For all or any part of a month falling within the period from the Termination Date to the Compensation Date the Authority shall pay to the Contractor the Post Termination Service Amount for that month on or before the date falling 10 Working Days after the end of that month and the Post Termination Service Amount for the period ending on the Compensation Date on or before the date falling 20 Working Days after the Compensation Date. 45.2.6 If any Pos...
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RETENDERING ELECTION. If the Councils terminate this Contract pursuant to clause 52 (Termination of Contract on Insolvency Default or Contractor Default) then subject to clause 53.1.3, the Councils shall be entitled either to:
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RETENDERING ELECTION. If the Authority terminates this Contract pursuant to Clause 67 (Termination for Contractor Default) following the occurrence of a Contractor Default then subject to paragraph 1.2, the Authority shall be entitled either to:
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RETENDERING ELECTION. The Authority shall be entitled to retender the provision of the Project Operations in accordance with paragraph 3 (Retendering Procedure) and the provisions of paragraph 3 (Retendering Procedure) shall apply if: the Authority notifies DBFM Co on or before the date falling twenty (20) Business Days after the Termination Date that it intends to retender; and there is a Liquid Market; and either the Senior Funders have not exercised their rights to step-in under clause 5 (Representative) of the Funders' Direct Agreement; or DBFM Co or the Senior Funders have not procured the transfer of DBFM Co's rights and liabilities under this Agreement to a Suitable Substitute Contractor and have failed to use all reasonable efforts to do so but otherwise the Authority shall not be entitled to re-tender the provision of the Project Operations and paragraph 4 (No Retendering Procedure) shall apply.
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RETENDERING ELECTION. The Authority shall be entitled to retender the provision of the Project in accordance with Clause 45.2 (Retendering) and the provisions of Clause 45.2 shall apply if: 45.1.1 the Authority notifies the Contractor on or before the date falling 20 Business Days after the Termination Date that it intends to retender; and 45.1.2 there is a Liquid Market, and either: (i) the Senior Lenders have not exercised their rights to step-in under Clause 5 (Representatives) of the Senior Lenders Direct Agreement; or (ii) the Contractor or the Senior Lenders have not procured the transfer of the Contractor’s rights and liabilities under this Agreement to a Suitable Substitute Contractor and have failed to use all reasonable efforts to do so, but otherwise the Authority shall require a determination in accordance with Clause
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RETENDERING ELECTION. 37.1.1 Subject to clause 37.1.2 (Retendering Election), the Authority shall be entitled to:- (a) retender the provision of the Project in accordance with clause 37.2 (Retendering Procedure); or (b) require an expert determination in accordance with clause 37.3 (No Retendering Procedure).
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RETENDERING ELECTION. 1.1 If the Authority terminates this Contract pursuant to clause 31 (Termination by the Authority) following the occurrence of a Service Provider Default subject to paragraph 1.2, the Authority shall be entitled either to: 1.1.1 retender the provision of the Service in accordance with paragraph 2 (Retendering Procedure); or 1.1.2 require an expert determination in accordance with paragraph 3 (No Retendering Procedure). 1.2 The Authority shall be entitled to retender the provision of the Service in accordance with paragraph 2 (Retendering Procedure) if: 1.2.1 the Authority notifies the Service Provider on or before the date falling twenty
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RETENDERING ELECTION. If the Authority terminates this Contract pursuant to Clause 67 (Termination for Contractor Default) following the occurrence of a Contractor Default then subject to paragraph 1.2, the Authority shall be entitled111 either to: retender the provision of the Project in accordance with paragraph 2; or require an expert determination in accordance with paragraph 3. The Authority shall be entitled to elect to retender the provision of the Project in accordance with paragraph 2 if: the Authority notifies the Contractor on or before the date falling twenty (20) Business Days after the Termination Date; and there is a Liquid Market; and either: the Senior Lenders have not exercised their rights to step-in under paragraph 5 of the Direct Agreement; or the Contractor or the Senior Lenders have not procured the transfer of the Contractor's rights and liabilities under this Contract to a Suitable Substitute Contractor and have failed to use all reasonable efforts to do so;112 but otherwise the Authority shall not be entitled to re-tender the provision of the Services and paragraph 3 shall apply.
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Related to RETENDERING ELECTION

  • 83(b) Election You may make and file with the Internal Revenue Service an election under Section 83(b) of the Code with respect to the grant of the Restricted Shares hereunder, electing to include in your gross income as of the Grant Date the Fair Market Value of the Restricted Shares as of the Grant Date. You shall promptly provide a copy of such election to the Company. If you make and file such an election, you shall make such arrangements in accordance with Section 8 as are satisfactory to the Committee to provide for the timely payment of all applicable withholding taxes.

  • Deferral Election A Participant may elect to defer all or a specified percentage of the Compensation earned in a Plan Year by such Participant for serving as a member of the Board of any Participating Fund or as a member of any committee or subcommittee thereof. Reimbursement of expenses of attending meetings of the Board, committees of the Board or subcommittees of such committees may not be deferred. Such election shall be made by executing before the first day of such Plan Year such election notice as the Administrator may prescribe; provided, however, that upon first becoming eligible to participate in the Plan by reason of appointment to a Board, a Participant may file a Deferral Election not later than 30 days after the effective date of such appointment, which election shall apply to Compensation earned in the portion of the Plan Year commencing the day after such election is filed and ending on the last day of such Plan Year.

  • Settlement Method Election Physical Settlement, Cash Settlement, or Net Share Settlement, at the election of Counterparty as set forth in a Settlement Notice that satisfies the Settlement Notice Requirements; provided that Physical Settlement shall apply (i) if no Settlement Method is validly selected, (ii) with respect to any Settlement Shares in respect of which Dealer is unable, in good faith and in its commercially reasonable discretion, to unwind its commercially reasonable hedge by the end of the Unwind Period (taking into account any Additional Transactions with overlapping “Unwind Periods” (as defined in the applicable Additional Confirmations)) (A) in a manner that, in the reasonable discretion of Dealer, based on advice of counsel, is consistent with the requirements for qualifying for the safe harbor provided by Rule 10b-18 under the Exchange Act (“Rule 10b-18”) or (B) in its commercially reasonable judgment, due to the occurrence of five or more Disrupted Days or to the lack of sufficient liquidity in the Shares on any Exchange Business Day during the Unwind Period, (iii) to any Termination Settlement Date (as defined under “Termination Settlement” in Paragraph 7(g) below) and (iv) if the Final Date is a Settlement Date other than as the result of a valid Settlement Notice, in respect of such Settlement Date; provided, further, that, if Physical Settlement applies under clause (ii) immediately above, Dealer shall provide written notice to Counterparty at least two Scheduled Trading Days prior to the applicable Settlement Date.

  • Section 83(b) Election The Grantee may make an election under Code Section 83(b) (a “Section 83(b) Election”) with respect to the Restricted Stock. Any such election must be made within thirty (30) days after the Grant Date. If the Grantee elects to make a Section 83(b) Election, the Grantee shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue Service. The Grantee agrees to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election.

  • Cash Election Holders of JCN Common Stock shall be provided with an opportunity to elect to receive cash consideration in lieu of receiving Highwoods Common Stock in the Merger, in accordance with the election procedures set forth below in this Section 3.2. Holders who are to receive cash in lieu of exchanging their shares of JCN Common Stock for Highwoods Common Stock as specified below shall receive $65 per share of JCN Common Stock in cash (the "Per Share Cash Consideration"). The amount determined by multiplying $65 by the number of Dissenting Shares shall be defined herein as the "Dissenting Share Amount." The aggregate Per Share Cash Consideration to be paid in the Merger, plus the Dissenting Share Amount, shall be limited to 40% of the aggregate consideration paid in exchange for shares of JCN Common Stock and shall be defined herein as the "Cash Amount." A form for use by JCN shareholders to elect to receive cash and other appropriate and customary transmittal material (which shall specify that delivery shall be effected only upon proper delivery of the certificates theretofore representing JCN Common Stock ("Old Certificates") to an exchange agent designated by Highwoods (the "Exchange Agent")) in such form as Highwoods and JCN shall mutually agree ("Election Form") shall be mailed concurrently with the mailing of the Proxy Statement required by Section 8.1 hereof, or on such other date as Highwoods and JCN shall mutually agree ("Mailing Date") to each holder of record of JCN Common Stock on the record date ("Record Date") for the JCN shareholders entitled to vote at the shareholders meeting to approve the Merger as required by Section 8.1 (the "JCN Shareholders Meeting"). Each Election Form shall permit a holder (or the beneficial owner through appropriate and customary documentation and instructions) of JCN Common Stock to elect to receive cash with respect to all or a portion of such holder's JCN Common Stock. Any shares of JCN Common Stock with respect to which the holder (or the beneficial owner, as the case may be) elects to receive cash and does not dissent shall be referred to herein as the "Cash Election Shares." Any shares of JCN Common Stock with respect to which the holder (or the beneficial owner, as the case may be) either does not submit an Election Form or does not elect to receive cash and does not dissent, shall be collectively referred to herein as "Stock Election Shares." Any of the elections set forth in the foregoing paragraph shall have been properly made only if the Exchange Agent shall have actually received an effective, properly completed Election Form on or before 5:00 p.m. on the fifth business day prior to the date of the JCN Shareholders Meeting (or such other time and date as Highwoods and JCN may mutually agree, including as a result of any adjournment or postponement of the JCN Shareholders Meeting) (the "Election Deadline") which is not revoked or changed prior to the Election Deadline. Any Election Form may be revoked or changed by the person submitting a subsequent Election Form at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of JCN Common Stock represented by such Election Form shall become Stock Election Shares unless the Exchange Agent shall have actually received an effective, properly completed Election Form prior to the Election Deadline and such Election Form is not revoked or changed prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. The Exchange Agent shall promptly notify JCN of any defect in an Election Form other than an immaterial defect disregarded in good faith by the Exchange Agent. Subject to the foregoing sentence, neither Highwoods nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. Within three business days after the Election Deadline, Highwoods shall cause the Exchange Agent to effect the allocation among the holders of JCN Common Stock in accordance with the Election Forms; provided, however, if the amount of cash that would be issued upon the conversion of the Cash Election Shares is greater than the amount by which the Cash Amount exceeds the Dissenting Share Amount (the "Maximum Cash Election Amount"), then the Exchange Agent shall convert a sufficient number of Cash Election Shares (other than Dissenting Shares) into the right to receive the Per Share Stock Consideration, which Cash Election Shares shall be selected pro rata from among all of the holders thereof, based upon the aggregate number of Cash Election Shares held by each of such holders, such that the amount of cash that will be issued in the Merger to satisfy the non-converted Cash Election Shares equals as closely as practicable the Maximum Cash Election Amount. Highwoods shall, at least two business days prior to the date of the JCN Shareholders Meeting, communicate to JCN the aggregate allocation of stock and cash, the amount of stock and cash going to each of JCN's shareholders, and the method in which such amounts were calculated.