Common use of Acceptance Notice Clause in Contracts

Acceptance Notice. If a TAR Offeree desires to accept the TAR ----------------- Offer with respect to his or its shares of Common Stock, such TAR Offeree shall do so by delivering to the Selling Holder a written notice stating such TAR Offeree's irrevocable acceptance of the TAR Offer with respect to such TAR Offeree's shares of Common Stock and setting forth the amount of the shares of Common Stock that such TAR Offeree desires to sell to the Buyer (the "Acceptance Notice"), which Acceptance Notice shall be delivered to the Selling Holder within 20 days after the delivery of the TAR Notice to such TAR Offeree. Such Acceptance Notice shall constitute such TAR Offeree's agreement to sell to the Buyer the lesser of (i) the amount of such TAR Offeree's shares of Common Stock which such TAR Offeree is entitled to sell to the Buyer pursuant to this Section 4 and (ii) the amount of such TAR Offeree's shares of Common Stock which such TAR Offeree desires to sell to the Buyer as set forth in such TAR Offeree's Acceptance Notice. In addition, such Acceptance Notice shall include (i) a written undertaking of the TAR Offeree to deliver, at least three business days prior to the expected date of the consummation of such sale or other disposition to the Buyer as indicated in the TAR Notice, such documents (including stock assignments and stock certificates, if any) as shall be reasonably required to transfer the amount of such TAR Offeree's shares of Common Stock that such TAR Offeree agrees to sell to the Buyer pursuant to the TAR Offer and (ii) a limited power-of-attorney authorizing the Selling Holder to transfer such shares to the Buyer pursuant to the terms of the TAR Offer. If a TAR Offeree does not deliver an Acceptance Notice to the Selling Holder in accordance with the provisions of this Section 4(c), such TAR Offeree shall be deemed to have irrevocably rejected the TAR Offer.

Acceptance Notice. If a TAR Offeree desires The Original Stockholders shall have the ----------------- right to accept purchase some or all of the TAR ----------------- Offer with respect to his or its shares of Common Stock, such TAR Offeree shall do so Offered Shares by delivering to the Selling Holder a Transferring Stockholder written notice stating such TAR Offeree's irrevocable acceptance of the TAR Offer with respect to such TAR Offeree's shares of Common Stock and setting forth the amount of the shares of Common Stock that such TAR Offeree desires to sell to the Buyer (the "Acceptance Notice") stating such Original Stockholder's desire to purchase all or some of the Offered Shares within five (5) business days after receipt of the Offer Notice (the "Stockholder Period"), which Acceptance Notice . Such communication shall be delivered by hand or mailed to such Transferring Stockholder in accordance with Section 5.4 hereof and shall, when taken in conjunction with the Offer Notice, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of the Offered Shares to the Selling Holder within 20 days after the delivery extent of the TAR Notice to such TAR Offeree. Such Acceptance Notice shall constitute such TAR Offeree's agreement to sell to the Buyer the lesser number of (i) the amount of such TAR Offeree's shares of Common Stock which such TAR Offeree is entitled to sell to the Buyer pursuant to this Section 4 and (ii) the amount of such TAR Offeree's shares of Common Stock which such TAR Offeree desires to sell to the Buyer as set forth in such TAR Offeree's Acceptance Notice. In addition, such Acceptance Notice shall include (i) a written undertaking of the TAR Offeree to deliver, at least three business days prior to the expected date of the consummation of such sale or other disposition to the Buyer as indicated in the TAR Notice, such documents (including stock assignments and stock certificatesOffered Shares, if any) as shall be reasonably required , allocated to transfer the amount of such TAR Offeree's shares of Common Stock that such TAR Offeree agrees to sell to the Buyer pursuant to the TAR Offer and (ii) a limited power-of-attorney authorizing the Selling Holder to transfer such shares to the Buyer pursuant to the terms of the TAR Offer. If a TAR Offeree does not deliver an Acceptance Notice to the Selling Holder Original Stockholder in accordance with the provisions following paragraph. Each Original Stockholder electing to purchase Offered Shares (an "Electing Stockholder") shall include in the Acceptance Notice the number, if less than all, of this Section 4(c)the Offered Shares that such Original Stockholder is electing to purchase from the Transferring Stockholder. Each Electing Stockholder shall be entitled to purchase at least that number of Offered Shares as shall be equal to the product obtained by multiplying (a) the total number of Offered Shares by (b) a fraction, the numerator of which is the total number of Shares owned by such Original Stockholder on the date of the Offer Notice, and the denominator of which is the total number of Shares then held by all Original Stockholders on the date of the Offer Notice (with respect to an Electing Stockholder, such TAR Offeree Electing Stockholder's "Pro Rata Fraction"). In the event that an Electing Stockholder shall elect to purchase an amount of Offered Shares in excess of such Electing Stockholder's Pro Rata Fraction, such Electing Stockholder shall be deemed entitled to have irrevocably rejected the TAR Offerpurchase, pro rata with other Electing Stockholders electing to purchase Offered Shares in excess of their Pro Rata Fraction, any remaining Offered Shares with respect to which an Original Stockholder elected not to purchase.

Acceptance Notice. If a TAR Offeree desires to accept the ----------------- TAR ----------------- Offer with respect to his or its shares of Common Stock, such TAR Offeree shall do so by delivering to the Selling Holder a written notice stating such TAR Offeree's irrevocable acceptance of the TAR Offer with respect to such TAR Offeree's shares of Common Stock and setting forth the amount of the shares of Common Stock that such TAR Offeree desires to sell to the Buyer (the "Acceptance Notice"), which Acceptance Notice shall be delivered to the Selling Holder within 20 days after the delivery of the TAR Notice to such TAR Offeree. Such Acceptance Notice shall constitute such TAR Offeree's agreement to sell to the Buyer the lesser of (i) the amount of such TAR Offeree's shares of Common Stock which such TAR Offeree is entitled to sell to the Buyer pursuant to this Section 4 and (ii) the amount of such TAR Offeree's shares of Common Stock which such TAR Offeree desires to sell to the Buyer as set forth in such TAR Offeree's Acceptance Notice. In addition, such Acceptance Notice shall include (i) a written undertaking of the TAR Offeree to deliver, at least three business days prior to the expected date of the consummation of such sale or other disposition to the Buyer as indicated in the TAR Notice, such documents (including stock assignments and stock certificates, if any) as shall be reasonably required to transfer the amount of such TAR Offeree's shares of Common Stock that such TAR Offeree agrees to sell to the Buyer pursuant to the TAR Offer and (ii) a limited power-of-attorney authorizing the Selling Holder to transfer such shares to the Buyer pursuant to the terms of the TAR Offer. If a TAR Offeree does not deliver an Acceptance Notice to the Selling Holder in accordance with the provisions of this Section 4(c), such TAR Offeree shall be deemed to have irrevocably rejected the TAR Offer.

Acceptance Notice. If a TAR Offeree LLCP desires to accept the TAR ----------------- Offer with respect to his or its shares of Common Stock, such TAR Offeree shall do so by delivering to the Selling Holder a written notice stating such TAR Offeree's irrevocable acceptance of the TAR Offer with respect to any LLCP Shares, LLCP shall deliver to the Selling Holder within fifteen (15) days after receipt of the TAR Notice by LLCP, a written notice stating such acceptance of the TAR Offeree's shares of Common Stock Offer and setting forth the amount number of the shares of Common Stock LLCP Shares that such TAR Offeree LLCP desires to sell to the Buyer (the "“Acceptance Notice"”), which . If LLCP does not deliver an Acceptance Notice shall be delivered to the Selling Holder within 20 days after in accordance with the provisions of this Section 2.3, LLCP shall be deemed to have rejected the TAR Offer. The timely delivery of the TAR Notice to such TAR Offeree. Such Acceptance Notice shall constitute such TAR Offeree's LLCP’s agreement to sell to the Buyer the lesser of (ia) the amount number of such TAR Offeree's shares of Common Stock LLCP Shares which such TAR Offeree LLCP is entitled to sell to the Buyer pursuant to this Section 4 2 and (iib) the amount number of such TAR Offeree's shares of Common Stock LLCP Shares which such TAR Offeree LLCP desires to sell to the Buyer as set forth in such TAR Offeree's the Acceptance Notice. In addition, such The Acceptance Notice shall also include (i) a written undertaking of the TAR Offeree LLCP to deliver, at least three business days two (2) Business Days prior to the expected date of the consummation of such sale or other disposition to the Buyer as indicated in the TAR Notice, such documents (including stock assignments and stock certificates, if any) as shall be reasonably required to transfer the amount of such TAR Offeree's shares of Common Stock that such TAR Offeree agrees LLCP Shares to sell be sold by LLCP to the Buyer pursuant to the TAR Offer and (ii) a limited power-of-attorney authorizing the Selling Holder to transfer such shares to the Buyer pursuant to the terms of the TAR Offer. If a TAR Offeree does not deliver an Acceptance Notice to the Selling Holder in accordance with the provisions of this Section 4(c), such TAR Offeree shall be deemed to have irrevocably rejected the TAR Offer.

Acceptance Notice. If a TAR Offeree desires any Accepting Noteholder agrees to accept purchase less than its pro rata portion of the TAR ----------------- Offer with respect Working Capital Facility, each Accepting Noteholder who agrees to his purchase more than its pro rata portion of the Working Capital Facility shall have allocated to it such additional portion of the Working Capital Facility not so allocated under the preceding sentence as principal amount of Notes held by such Accepting Noteholder bears to the total principal amount of Notes held by all Accepting Noteholders who agree to purchase more than their pro rata portion of the Working Capital Facility, but again limited by the number of Shares specified in his, her or its shares of Common Stock, such TAR Offeree Shareholder Acceptance Notice. This procedure shall do so by delivering be continued until the Working Capital Facility has have been allocated among the Accepting Noteholders to the Selling Holder a written extent specified in their respective Acceptance Notices. The allocations pursuant to this procedure shall be determined by the Collateral Agent. If the Note holders have collectively agreed to purchase less than the entire Working Capital Facility, the holders of such First Priority Lien Debt may retain the Working Capital Facility. If the Accepting Noteholders agree to purchase the entire Working Capital Facility, the Collateral Agent shall give notice stating such TAR Offeree's irrevocable acceptance of to the TAR Offer with respect to such TAR Offeree's shares of Common Stock and Accepting Note holders setting forth the amount of the shares of Common Stock that such TAR Offeree desires Working Capital Facility allocated to sell to each, and the Buyer (the "Acceptance Notice"), which Acceptance Notice Working Capital Facility shall be delivered transferred to them on a Business Day designated by the Selling Holder Collateral Agent within 20 thirty (30) days after the delivery of the TAR Notice to such TAR Offeree. Such Acceptance Notice shall constitute such TAR Offeree's agreement to sell to the Buyer the lesser of (i) the amount of such TAR Offeree's shares of Common Stock which such TAR Offeree is entitled to sell to the Buyer pursuant to this Section 4 and (ii) the amount of such TAR Offeree's shares of Common Stock which such TAR Offeree desires to sell to the Buyer as set forth in such TAR Offeree's Acceptance Notice. In addition, such Acceptance Notice shall include (i) a written undertaking of the TAR Offeree to deliver, at least three business days prior to the expected date of the consummation Offer Notice, pursuant to instruments of such sale or other disposition assignment reasonably acceptable to the Buyer as indicated in Lender and the TAR Notice, such documents (including stock assignments and stock certificates, if any) as shall be reasonably required to transfer the amount of such TAR Offeree's shares of Common Stock that such TAR Offeree agrees to sell to the Buyer pursuant to the TAR Offer and (ii) a limited power-of-attorney authorizing the Selling Holder to transfer such shares to the Buyer pursuant to the terms of the TAR Offer. If a TAR Offeree does not deliver an Acceptance Notice to the Selling Holder in accordance with the provisions of this Section 4(c), such TAR Offeree shall be deemed to have irrevocably rejected the TAR OfferIndenture Trustee.

Acceptance Notice. A Participation Rights Holder may accept such offer by delivering a written notice of acceptance (the “Acceptance Notice”) to the Company within thirty (30) days (the “Participation Period”) after receipt of the notice of the Company of the proposed issue. The Participation Rights Holder exercising its right of participation shall be entitled to participate in the purchase of New Securities for the price and upon the terms and conditions specified in the notice issued by the Company and by delivering the Acceptance Notice stating therein the quantity of New Securities to be purchased (not to exceed such Participation Rights Holder’s full Pro Rata Share). If a TAR Offeree desires any Participation Rights Holder fails to accept so respond in writing within the TAR ----------------- Offer Participation Period, then such Participation Rights Holder shall forfeit the right hereunder to purchase its Pro Rata Share of such New Securities, but shall not be deemed to forfeit any right with respect to his any other issuance of New Securities. If any Participation Rights Holder elects not to purchase its Pro Rata Share of such New Securities in full, the Company shall, after its receipt of written notices from all of the Participation Rights Holders pursuant to this Section or upon the expiration of the Participation Period, send a second written notice to all of the Participation Rights Holders that have elected to purchase in full their respective Pro Rata Share of such New Securities (the “Oversubscription Participants”), setting forth the total number of New Securities that have not been subscribed for. Each such Oversubscription Participants shall then have ten (10) days (the “Second Participation Period”) after the receipt of the second written notice to notify the Company of its shares desire to purchase more than its Pro Rata Share of Common Stockthe New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such TAR Offeree shall do so by delivering to oversubscription exceeds the Selling Holder a written notice stating such TAR Offeree's irrevocable acceptance total number of the TAR Offer remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to such TAR Offeree's shares of Common Stock and setting forth the amount of the shares of Common Stock that such TAR Offeree desires to sell to the Buyer (the "Acceptance Notice"), which Acceptance Notice shall be delivered to the Selling Holder within 20 days after the delivery of the TAR Notice its oversubscription to such TAR Offeree. Such Acceptance Notice shall constitute such TAR Offeree's agreement number of remaining New Securities equal to sell to the Buyer the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the amount of such TAR Offeree's shares of Common Stock which such TAR Offeree is entitled to sell to the Buyer pursuant to this Section 4 and (ii) the amount of such TAR Offeree's shares of Common Stock which such TAR Offeree desires to sell to the Buyer as set forth in such TAR Offeree's Acceptance Notice. In addition, such Acceptance Notice shall include (i) a written undertaking number of the TAR Offeree to deliver, at least three business days prior to the expected date of the consummation of such sale or other disposition to the Buyer as indicated in the TAR Notice, such documents (including stock assignments and stock certificates, if any) as shall be reasonably required to transfer the amount of such TAR Offeree's shares of Common Stock that such TAR Offeree agrees to sell to the Buyer pursuant to the TAR Offer and remaining New Securities available for oversubscription by (ii) a limited powerfraction, the numerator of which is the number of Ordinary Shares (calculated on a fully diluted and as-ofconverted basis) held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully diluted and as-attorney authorizing converted basis) held by all the Selling Holder Oversubscription Participants who have applied to transfer such shares to purchase the Buyer pursuant to the terms of the TAR Offer. If a TAR Offeree does not deliver an Acceptance Notice to the Selling Holder in accordance with the provisions of this Section 4(c), such TAR Offeree shall be deemed to have irrevocably rejected the TAR OfferAdditional Number.