Validity of Offer and Closing provisions Sample Clauses

Validity of Offer and Closing provisions. Each Offer made pursuant to subsections 7.1 and 7.2 shall be in a writing signed by the Offering Shareholder and addressed to the Offeree Shareholders and shall: 7.4.1 state the purchase price per Offered Share, which purchase price shall be payable in full, at Closing; 7.4.2 state the name and address of the TP Offeror to whom it proposes to sell the Offered Shares, and include a copy of the TP Offer; (this provision shall not apply in the event of an I Offer or a TE Offer); 7.4.3 provide that the Closing shall be held at the principal offices of the Corporation at 10:00 a.m. on the Closing Date, or at such other place, at such other time or on such other date as the parties thereto may agree, in accordance with the following terms and conditions: 7.4.3.1 at Closing, the Offering Shareholder shall deliver to the Offeree Shareholders who have accepted an Offer (the "PURCHASER") certificates representing the Offered Shares being transferred, which certificates shall be accompanied by a duly executed assignment of the Offered Shares to the Purchaser; 7.4.3.2 payment for the Offered Shares being transferred shall be made in full at Closing; 7.4.3.3 such transfer shall be effected in conformity with all applicable securities laws; 7.4.3.4 if any of the conditions set forth in this subsection 7.4.3 made for the exclusive benefit of the Purchaser are not satisfied at the Closing, then the Purchaser may, at its option, either: 7.4.3.4.1 refuse to proceed with the Closing, or 7.4.3.4.2 proceed with the Closing, in either case without prejudice to its remedies and recourses against the Offering Shareholder as a result of such condition not being satisfied; 7.4.3.5 however, if at Closing the Offered Shares being transferred are not free and clear of all claims, liens and other encumbrances whatsoever, the Purchaser may, without prejudice to any other rights which it may have, purchase such Offered Shares subject to such claims, liens and other encumbrances. In that event, the Purchaser shall at the Closing assume all obligations and liabilities with respect to such claims, liens and encumbrances and the purchase price payable by the Purchaser for such Offered Shares shall be satisfied, in whole or in part, as the case may be, by such assumption in the amount agreed to by the Offering Shareholder and the Purchaser. The amount so assumed shall reduce the purchase price payable at Closing; 7.4.3.6 if the Offering Shareholder fails to complete the transaction, then the ...
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Related to Validity of Offer and Closing provisions

  • Consummation of Offer Purchaser (or Parent on Purchaser’s behalf) shall have accepted for payment all of the Shares validly tendered pursuant to the Offer and not validly withdrawn.

  • Method of Offer and Sale The Shares may be offered and sold (A) in privately negotiated transactions with the consent of the Company; (B) as block transactions; or (C) by any other method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Principal Market or sales made into any other existing trading market of the Common Shares. Nothing in this Agreement shall be deemed to require either party to agree to the method of offer and sale specified in the preceding sentence, and (except as specified in clauses (A) and (B) above) the method of placement of any Shares by the Agent shall be at the Agent’s discretion.

  • Expiration of Offer This offer, unless accepted or countered by Seller, shall automatically terminate at   o’clock on  ,  . Time is of the essence. Signed and sealed by each party as of the dates below. ___________________________________________________(SEAL) SIGN AS NAME IS TO APPEAR ON DEED‑‑DATE‑‑     ___________________________________________________(SEAL) SIGN AS NAME IS TO APPEAR ON DEED‑‑DATE‑‑     __________________________________________________(SEAL)

  • Termination of Offer In the event that this Agreement is terminated pursuant to Section 8.1, Purchaser shall (and Parent shall cause Purchaser to) promptly (and, in any event, within 24 hours of such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares pursuant to the Offer. If the Offer is terminated or withdrawn by Purchaser, Purchaser shall promptly return, and shall cause any depository acting on behalf of Purchaser to return, in accordance with applicable Legal Requirements, all tendered Shares to the registered holders thereof.

  • Limitations on Subsequent Registration Rights From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunder.

  • Limitation of Offer Dealer will offer Shares only to persons who meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company or the Dealer Manager and will only make offers to persons in the states in which it is advised in writing that the Shares are qualified for sale or that such qualification is not required. In offering Shares, Dealer will comply with the provisions of the Rules of Fair Practice set forth in the NASD Manual, as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc.

  • Contents of Fundamental Change Repurchase Notices Each Fundamental Change Repurchase Notice with respect to a Note must state: (1) if such Note is a Physical Note, the certificate number of such Note; (2) the principal amount of such Note to be repurchased, which must be an Authorized Denomination; and (3) that such Holder is exercising its Fundamental Change Repurchase Right with respect to such principal amount of such Note; provided, however, that if such Note is a Global Note, then such Fundamental Change Repurchase Notice must comply with the Depositary Procedures (and any such Fundamental Change Repurchase Notice delivered in compliance with the Depositary Procedures will be deemed to satisfy the requirements of this Section 4.02(F)).

  • Limitations of Liability of the Trustees and Shareholders A copy of the Trust's Agreement and Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed by the Trustees as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the appropriate Fund.

  • Limitation of Liability of Trustees and Shareholders The Adviser acknowledges the following limitation of liability:

  • LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund.

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