Sale of Rights. If (i) the Company does not timely request the Depositary to make the rights available to Holders or requests that the rights not be made available to Holders, (ii) the Depositary fails to receive satisfactory documentation within the terms of Section 5.7, or determines it is not reasonably practicable to make the rights available to Holders, or (iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably practicable to sell such rights, in a riskless principal capacity, at such place and upon such terms (including public or private sale) as it may deem practicable. The Company shall assist the Depositary to the extent necessary to determine such legality and practicability. The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) upon the terms set forth in Section 4.1.
Sale of Rights. If (i) the Company does not timely request the Depositary to make the rights available to Holders or requests that the rights not be made available to Holders, (ii) the Depositary fails to receive satisfactory documentation within the terms of Section 5.7 hereof or determines it is not lawful or reasonably practicable to make the rights available to Holders or (iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably practicable to sell such rights, and if it so determines that it is lawful and reasonably practicable, endeavour to sell such rights in a riskless principal capacity or otherwise, at such place and upon such terms (including public or private sale) as it may deem proper. The Company shall assist the Depositary to the extent necessary to determine such legality and practicability. The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) upon the terms set forth in Section 4.1 hereof.
Sale of Rights. If (i) the Company does not timely request the Depositary to make the rights available to Holders or requests that the rights not be made available to Holders, (ii) the Depositary fails to receive satisfactory documentation within the terms of Section 5.7 or determines it is not reasonably practicable to make the rights available to Holders, or (iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably practicable to sell such rights, in a riskless principal capacity, at such place and upon such terms (including public or private sale) as it may deem practicable. The Company shall assist the Depositary to the extent necessary to determine such legality and practicability. The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) to the Holders (or, in the case that the rights have been made available to the Holders and have been exercised by some but not all of the Holders, to the Holders that have not exercised such rights) upon the terms set forth in Section 4.1.
Sale of Rights. If (i) the Company does not timely request the Depositary to make the rights available to Holders or requests that the rights not be made available to Holders, (ii) the Depositary fails to receive satisfactory documentation within the terms of Section 5.7 or determines it is not lawful or reasonably practicable to make the rights available to Holders, or
Sale of Rights. If (i) the Company does not timely request the Depositary to make the rights available to Holders or requests that the rights not be made available to Holders, (ii) the Depositary fails to receive satisfactory documentation within the terms of Section 5.7 or determines it is not lawful or reasonably practicable to make the rights available to Holders, or (iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably practicable to sell such rights, and if it so determines that it is lawful and reasonably practicable, endeavor to sell such rights in a riskless principal capacity or otherwise, at such place and upon such terms (including public or private sale) as it may deem proper. The Company shall assist the Depositary to the extent necessary to determine such legality and practicability. The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes and governmental charges) upon the terms set forth in Section 4.1. Because Irish law presently does not contemplate the issuance of rights in negotiable form and the possibility of such issuance is unlikely, a liquid market for rights may not exist, and this may adversely affect (1) the ability of the Depositary to dispose of such rights or (2) the amount the Depositary would realize upon disposal of rights.
Sale of Rights. Holders of Rights who are unable or do not wish to exercise any or all of their Rights may instruct the Agent to sell any unexercised Rights. The Subscription Certificates representing the Rights to be sold by the Agent must be received on or before ____,2008. Upon the timely receipt of the appropriate instructions to sell Rights, the Agent will use its best efforts to complete the sale and will remit the proceeds of sale, net of commissions, to the holders. If the Rights can be sold, sales of the Rights will be deemed to have been effected at the weighted the average price received by the Agent on the day such Rights are sold. The selling Rights holder will pay all brokerage commissions incurred by the Agent. These sales may be effected by the Rights Agent through Gabelli & Company, Inc., (the "Dealer Manager") a registered broker-dealer and an affiliate of the Investment Adviser, at a commission of up to [$0.02] per Right, provided that, if the Agent is able to negotiate a lower brokerage commission with an independent broker, the Rights Agent will execute these sales through that independent broker. The Rights Agent will automatically attempt to sell any unexercised Rights that remain unclaimed as a result of Subscription Certificates being returned by the postal authorities as undeliverable as of the fourth Business Day prior to the Expiration Date. These sales will be made net of commissions on behalf of the nonclaiming holders of Rights. Proceeds from those sales will be held by American Stock Transfer & Trust Company, in its capacity as the Company's transfer agent, for the account of the nonclaiming holder of rights until the proceeds are either claimed or escheated. There can be no assurance that the Agent will be able to complete the sale of any of these Rights and neither the Fund nor the Agent has guaranteed any minimum sales price for the Rights. All of these Rights will be sold at the market price, if any, on the [NYSE or through an unaffiliated market maker if no market exists on the NYSE.]
Sale of Rights. 4.1 Subject to payment by VGSL pursuant to Section 5.1 hereof in relation to the Initial Assets, FLAG hereby re-sells to VGSL with full title guarantee and free of all claims, liens, equities, charges and encumbrances:
(a) the Dark Fibre segments to be identified by VGSL and set forth in Exhibit 1, Part 1;
(b) the Collocation Facilities to be identified by VGSL and set forth in Exhibit 1, Part 2; and
(c) all of its rights, title and interest under the KPNQ Agreement in relation to the above save for the rights expressly excluded under Section 4.2(a) below. below In relation to any rights granted by KPNQ to FLAG which do not specifically relate to the Resold Assets and which are necessary or desirable for VGSL in relation to its acquisition or use of the Resold Assets, but are required by and retained by FLAG, the Parties agree that VGSL shall be a third party beneficiary of those rights and that FLAG will provide VGSL with reasonable assistance and cooperation in relation to their enforcement against KPNQ.
4.2 The following are expressly excluded from any re-sale to VGSL pursuant to the terms of this Agreement:
(a) any option rights of FLAG pursuant to Clause 10.5 of the KPNQ Agreement; and
(b) any obligations of FLAG under the KPNQ Agreement.
4.3 In addition to the initial quantities of Dark Fibre and Collocation Facilities to be identified by VGSL and set out in Exhibit 1 (the "INITIAL ASSETS"), VGSL may, by prior written notice, require a re-sale of additional Dark Fibre and Collocation Facilities to the extent that FLAG has such assets available to it pursuant to the KPNQ Agreement (the "ADDITIONAL ASSETS"); and such re-sale shall, in each case, be effected by the execution by the Parties of a supplementary page to (and in the form comprising) Exhibit 1, setting out details of the Additional Assets.
4.4 VGSL will conduct a due diligence exercise in relation to such Dark Fibre and Collocation Facilities it proposes to include within the Initial Assets, to ascertain that these comply with VGSL's technical and acceptance criteria. VGSL shall, by written notice to FLAG within 30 days of the date hereof, identify at least US$13 million of the Dark Fibre and Collocation Facilities to be included within the Initial Assets. No later than 30 June 2001, VGSL shall, by written notice to FLAG identify the balance of Dark Fibre and Collocation Facilities to be included in this Agreement. The Parties shall execute a duly completed form of Exhibit 1 detailing the sam...
Sale of Rights. 28 (c) Lapse of Rights ......................................... 29 Section 4.5 Distributions Other Than Cash, Eligible Securities or Rights to Purchase Eligible Securities ............................... 30 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form ................................................ 30 Section 4.7 Redemption .................................................... 31 Section 4.8 Conversion of Foreign Currency ................................ 31 Section 4.9 Fixing of ADS Record Date ..................................... 32 Section 4.10 Voting of Deposited Securities ................................ 33 (a) Voting by Shareholders .................................. 33 (b) Voting by ADS Holders ................................... 33 (c) Voting of Deposited Securities Upon ADS Holders' Instructions ............................... 34 (d) Management Proxy ........................................ 35 Section 4.11 Changes Affecting Deposited Securities ........................ 35
Sale of Rights. Subject to clause 2.1, on the Completion Date:
(a) Lobike must sell and the Buyer must buy the Lobike Rights for the Lobike Purchase Price free of Security Interests and other third party rights and Lobike must renounce the Lobike Rights in favour of the Buyer;
(b) Locana must sell and the Buyer must buy the Locana Rights for the Locana Purchase Price free of Security Interests and other third party rights and Locana must renounce the Locana Rights in favour of the Buyer;
(c) Lofiva must sell and the Buyer must buy the Lofiva Rights for the Lofiva Purchase Price free of Security Interests and other third party rights and Lofiva must renounce the Lofiva Rights in favour of the Buyer; and
(d) Logela must sell and the Buyer must buy the Logela Rights for the Logela Purchase Price free of Security Interests and other third party rights and Logela must renounce the Logela Rights in favour of the Buyer.
Sale of Rights. If (i) the Company does not timely request the Depositary to make the rights available to Holders or requests that the rights not be made available to Holders, (ii) the Depositary fails to receive satisfactory documentation within the terms of Section 5.7 or determines, upon consultation with the Company, it is not reasonably practicable to make the rights available to Holders, or (iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall, upon consultation with the Company, determine whether it is lawful and reasonably practicable to sell such rights, in a riskless principal capacity, at such place and upon such terms (including public or private sale) as it may deem practicable. The Company shall assist the Depositary to the extent necessary to determine such legality and practicability. The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) upon the terms set forth in Section 4.1. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of whether or not it wishes such rights to be made available to Holders of ADSs provided for in this Section 4.4, the Depositary agrees to use commercially reasonable efforts to perform the distribution of rights contemplated in this Section 4.4, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the distribution of rights contemplated in this Section 4.4 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
