Acceptance of Offer by Shareholders Sample Clauses

Acceptance of Offer by Shareholders. If and to the extent the Company does not accept the Offer with respect to all of the Offered Shares in accordance with the provisions of Section 4.3, the remaining Offered Shares shall be deemed to be offered to the Non-Offering Shareholders and each Non-Offering Shareholder may, at its option exercised within ten (10) days after (i) the last day of the exercise period pursuant to Section 4.3 or, if earlier (ii) the date on which the Company notifies the Shareholders of its election to purchase less than all (or none) of the Offered Shares, elect to purchase not more than its Proportion of the remaining Offered Shares. Each Non-Offering Shareholder who exercises its option to purchase its Proportion of the Offered Shares shall do so by giving an Exercise Notice. In the event that any such Non-Offering Shareholder gives an Exercise Notice covering less than its Proportion of the Offered Shares available to be purchased by Non-Offering Shareholders (such shares not covered by Exercise Notices being referred to as the "Balance"), each of the Non-Offering Shareholders that time delivered an Exercise Notice covering its full Proportion of the Offered Shares available to be purchased by Non-Offering Shareholders, may, by a second Exercise Notice delivered within ten (10) days after the expiration of the first ten (10) day period referred to above, elect to purchase up to that number of Offered Shares that is equal to the product of the Balance multiplied by a fraction, the numerator of which shall be such Non-Offering Shareholder's Proportion of the number of Offered Shares first made available for purchase by Non-Offering Shareholders pursuant to this Section 4.4, and the denominator of which shall be the total number of such Offered Shares covered by the first Exercise Notices timely delivered by all Non-Offering Shareholders which purchased their respective full Proportions. If, after the expiration of the second ten (10) day period any Offered Shares remain available to be purchased, any Non-Offering Shareholder which has timely delivered Exercise Notices covering the maximum number of Offered Shares available to it, may notify the Company, within five (5) days after the expiration of such second ten (10) day period of its desire to purchase additional Offered Shares, specifying the maximum number of such Offered Shares it is willing to purchase. If more than one such notice is received by the Company, the number of additional Offered Shares shall be alloca...
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Related to Acceptance of Offer by Shareholders

  • Redemption by Shareholder Each holder of Shares of the Trust (or a particular Series thereof) shall have the right at such times as may be permitted by the Trust, but no less frequently than required by the 1940 Act, to require the Trust (or such Series) to redeem all or any part of his Shares of the Trust (or such Series) at a redemption price equal to the net asset value per Share of the Trust (or Series) next determined in accordance with subsection (l) of this Section 6.1 after the Shares are properly tendered for redemption; provided, that the Trustees may from time to time, in their discretion, determine and impose a fee for such redemption and that the proceeds of the redemption of Shares (including a fractional Share) of any Class of the Trust (or any Series thereof) shall be reduced by the amount of any applicable contingent deferred sales charge or other sales charge, if any, payable on such redemption to the distributor of Shares of such Class pursuant to the terms of 20 27 the initial issuance of the Shares of such Class (to the extent consistent with the 1940 Act or regulations or exemptions thereunder) and the Trust shall promptly pay to such distributor the amount of such deferred sales charge. Payment of the redemption price shall be in cash; provided, however, that if the Trustees determine, which determination shall be conclusive, that conditions exist which make payment wholly in cash unwise or undesirable, the Trust may make payment wholly or partly in Securities or other assets belonging to such Series at the value of such Securities or assets used in such determination of net asset value. Notwithstanding the foregoing, the Trust may postpone payment of the redemption price and may suspend the right of the holders of Shares of the Trust (or any Series thereof) to require the Trust to redeem Shares of the Trust (or such Series) during any period or at any time when and to the extent permissible under the 1940 Act.

  • Acceptance of Offer In the event that the General Partner elects to accept any such bona fide offer or proposal described in Section 9.01 hereof (an “Accepted Offer”), the General Partner shall deliver written notice of such election along with documentation which sets forth in reasonable detail the general terms and conditions of the bona fide offer or proposal as of the date of such notice (the “Acceptance Notice”) to those Partners with rights to approve such offer or proposal, and only those Partners, not less than fifteen (15) days prior to the closing date of the transaction contemplated by such offer or proposal. In connection with such transaction, each Partner shall, at such time as it is appropriate and, as applicable, (i) provide a written consent with respect to his or its Partnership Interest in favor of such sale of the assets and any subsequent liquidation of the Partnership; (ii) subject to the approval rights set forth in Section 7.06 above, provide a written consent with respect to his or its Partnership Interest (and any Partnership Interest with respect to which such Partner holds a proxy) approving such merger, consolidation, conversion, reorganization or similar transaction; or (iii) transfer and sell either all of his or its Partnership Interest (and any Partnership Interest with respect to which such Partner holds a proxy) or, as applicable, a percentage of his or its Partnership Interest (and any Partnership Interest with respect to which such Partner holds a proxy) that is equal to the Percentage Interest being transferred and sold in such transaction. Each Partner shall execute such documents and take such further actions as may be reasonably required to consummate any of the foregoing transactions.

  • 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.

  • Voting by Shareholders (a) Shareholders shall not have the power to vote on any matter except: (i) for the election or removal of Trustees to the extent and as provided in Article V hereof; and (ii) with respect to such additional matters relating to the Trust as may be required by law or as the Trustees may consider and determine necessary or desirable.

  • Approval by Shareholders The Trust will call a meeting of the shareholders of the Selling Fund to consider and act upon this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein.

  • Expiration of Offer This Agreement constitutes an offer which must be accepted by the Licensee named on the signature page hereof by dating, executing and returning to Licensor two copies hereof (and all attachments hereto, including, if required, the Guaranty) on or before the date specified on the Rider.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Purchase of Company Shares Acquisition Sub shall have accepted for payment and paid for all of the Company Shares validly tendered and not withdrawn pursuant to the Offer.

  • 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.

  • Call of Meetings by Company or Holders In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% of the aggregate principal amount of the Notes then outstanding, shall have requested the Trustee to call a meeting of Holders, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have delivered the notice of such meeting within 20 days after receipt of such request, then the Company or such Holders may determine the time and the place for such meeting and may call such meeting to take any action authorized in Section 9.01, by delivering notice thereof as provided in Section 9.02.

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