EXPIRY OF OFFER Sample Clauses

EXPIRY OF OFFER. This agreement once signed by the Purchaser shall constitute an offer by the Purchaser’ which shall not be capable of being withdrawn for a period of 14 (Fourteen) days, reckoned from the date of the Purchaser’s signature hereto. Signature by the Seller to this agreement within the 14 (Fourteen) day period shall constitute a binding agreement between the parties.
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EXPIRY OF OFFER. This offer will lapse if the Acceptance Items are not furnished before the Acceptance Period (refer to paragraph 2.3 above), unless an extension of time has been requested and agreed to by the Landlord in writing.
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EXPIRY OF OFFER. This Purchase Order shall remain valid for a period of three days from the date of issuance and all Terms and Conditions shall expire unless this Purchase Order are fully executed by both parties before three days have passed since the date of issuance. [Insert name of Customer or its applicable Affiliate] [Insert name of Bitfury or its applicable Affiliate] Per: Per: Authorized Signatory Authorized Signatory Date: Date: SCHEDULE 5 MINING MANAGEMENT T&C [ ● ] SCHEDULE 5 APPROVED SUBCONTRACTORS [Drafting Note: list of existing subcontractors to be inserted] EXHIBIT G Form of Restrictive Stockholder Covenant Agreement See attached. EXHIBIT G FORM OF RESTRICTIVE COVENANT AGREEMENT This RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is entered into as of March __, 2021, by and between Bitfury Top Holdco B.V. (the “Restricted Party”), and Good Works Acquisition Corp., a Delaware corporation (“GWAC” and, together with the Restricted Party, the “Parties”), and shall be effective as of the Closing (as defined in the Merger Agreement (defined below)). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Merger Agreement.
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EXPIRY OF OFFER. This Purchase Order shall remain valid for a period of three days from the date of issuance and all Terms and Conditions shall expire unless this Purchase Order are fully executed by both parties before three days have passed since the date of issuance. Bitfury USA Inc. Cipher Mining Technologies Inc. Per: /s/ Xxxx Xxxxxxx Per: /s/ X. Xxxxx Page Authorized Signatory Authorized Signatory
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EXPIRY OF OFFER. This Order shall remain valid for acceptance for a period of fourteen business days from the date of its issuance whereupon, unless executed and delivered to Bitfury by Customer, it shall automatically terminate in its entirety without any continuing obligation or liability arising on the part of Bitfury whatsoever. Execution Version Confidentiality and Announcements Notwithstanding anything to the contrary in the Agreement, the Customer shall be permitted to: (i) make public disclosure of such details related to this Pre-Order, any Order Confirmation, or the Agreement as it determines are necessary to satisfy its disclosure obligations as a public company under applicable law and regulation, including public filing of this Pre-Order, any Order Confirmation, or the Agreement on the Xxxxx website of the United States Securities and Exchange Commission; and (ii) disclose any Confidential Information in response to a request or demand of any regulator or self-regulatory organization of competent jurisdiction in respect of Customer. Governing law This Pre-Order, and any non-contractual rights or obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of the state of New York and the federal laws of United States applicable therein, but without regard to conflict of laws provisions. Bitfury Top HoldCo B.V. Cipher Mining Technologies Inc. Per: Per: Authorized Signatory Authorized Signatory Date: 12 October 2021| 12:02:49 CEST Date: 11 October 2021 Execution Version Appendix 1 – Form of Order Confirmation This Order Confirmation is entered between Bitfury Top HoldCo B.V., a Netherlands company with its address at Strawinskylaan 3051, 1077ZX Amsterdam, the Netherlands (“Bitfury”); and Cipher Mining Technologies Inc., a Delaware corporation, with its principal place of business at 000 Xxxxxxxx Xxxxxx, #000, Xxx, XX, 00000 XXX (the “Customer”), pursuant to the Pre-Order CFR (the “Pre-Order”) to confirm certain terms and conditions related to Purchase Quantity, Purchase Price and Delivery Terms for the Equipment that is the subject of the Pre-Order. Capitalized terms used herein but not defined below shall have the meanings given to them in the Pre-Order. [This Order Confirmation is to inform you that Bitfury will not be able to fulfil the order set out in the Pre-Order, since the Equipment will not be available, and we hereby terminate the Pre-Order effective the date of this Confirmation]. [This Order Conf...
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EXPIRY OF OFFER. This Offer to Purchase is irrevocable and shall remain open for acceptance by the Seller until _______________ on ________________________ and shall be deemed to be accepted on signature hereof by the Seller irrespective of when notification of acceptance is given to the Purchaser. Signed by the Purchaser at _______________________ on ________________________ ________________________________ ___________________________
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EXPIRY OF OFFER. This Purchase Order shall remain valid for a period of three days from the date of issuance and all Terms and Conditions shall expire unless this Purchase Order are fully executed by both parties before three days have passed since the date of issuance. [Insert name of Customer or its applicable Affiliate] [Insert name of Bitfury or its applicable Affiliate] Per: Per: Authorized Signatory Authorized Signatory Date: Date: SCHEDULE 5 APPROVED SUBCONTRACTORS Nr Vendor Site NDA BBAC 1 Intermountain Electronics Coshocton YES 2 PCTX (Paradigm Control Texas US) Alborz, Bear, Chief YES 3 Redguard TBD YES Engineering 5 MSBenbow Vistra YES 6 Xxxxxx Considered for new projects YES 7 Shermco Considered for new projects YES 8 Xxxxxx Considered for new projects YES Construction 9 Morteson Vistra YES 10 Xxxxxxxx Xxxxxx YES 11 Xxxxx & XxXxxxxxx Xxxxxx YES 12 IEA Vistra YES Energy equipment supply 13 Xxxxxx transformers Vistra Yes 14 Galco Vistra Yes 15 Xxxxxx Company Vistra YES 16 Sunbelt Vistra YES 17 Niagara Tramsformer Vistra No 18 Xxxxxxx (SPX transformer) Xxxxxx Xx 00 REV Vistra Yes
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Related to EXPIRY OF OFFER

  • Expiration of Offer This offer, unless accepted or countered by Seller, shall automatically terminate at   o’clock on  ,  . Time is of the essence. THIS IS A LEGALLY BINDING AGREEMENT. BOTH PURCHASER AND SELLER SHALL SEEK FURTHER LEGAL ASSISTANCE IF THE CONTENTS OF THIS CONTRACT ARE NOT UNDERSTOOD. BOTH PURCHASER AND SELLER ACKNOWLEDGE RECEIPT OF A COPY OF THIS CONTRACT. BOTH PURCHASER AND SELLER ACKNOWLEDGE RECEIVING, READING AND UNDERSTANDING THE SOUTH CAROLINA DISCLOSURE OF REAL ESTATE BROKERAGE RELATIONSHIPS FORM. Signed and sealed by each party as of the dates below. PURCHASER: ___________________________________________________(SEAL) SIGN AS NAME IS TO APPEAR ON DEED‑‑DATE‑‑     ___________________________________________________(SEAL) SIGN AS NAME IS TO APPEAR ON DEED‑‑DATE‑‑     SELLER: __________________________________________________(SEAL)

  • 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.

  • 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.

  • 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.

  • Manner of Offering The Distributor will conform to the securities laws of any jurisdiction in which it sells, directly or indirectly, any Shares. The Distributor also agrees to furnish to the Trust sufficient copies of any agreements, plans or sales literature it intends to use in connection with any sales of Shares in adequate time for the Trust to file and clear them with the proper authorities before they are put in use, and not to use them until so filed and cleared. The Distributor shall have the right to accept or reject orders for the purchase of Shares. Any consideration that the Distributor may receive in connection with a rejected purchase order will be returned promptly to the prospective purchaser. The Trust or its transfer agent or shareholder servicing agent is authorized to confirm sales of Shares on behalf of the Distributor. The Trust shall register or cause to be registered all Shares sold by the Distributor pursuant to the provisions hereof in such name or names and amounts as the Distributor may request from time to time and the Trust shall issue or cause to be issued certificates evidencing such Shares for delivery to Distributor or pursuant to Distributor’s direction if and to the extent that the Trust contemplates the issuance of such share certificates. All Shares, when so issued and paid for, shall be fully paid and nonassessable.

  • Completion of Offering Subject to the provisions of Section 10 hereof, NCPS shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents:

  • Reduction of Offering If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:

  • Purchase, Sale and Delivery of Offered Securities On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company all of the Offered Securities, at a purchase price of $667.64 per Unit plus the increase in accreted value, if any, on the Notes from April 29, 1998 to the Closing Date (as hereinafter defined). The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") in the form of one or more permanent global securities in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Firm Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the Offering Document. Offered Securities sold in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" in the Offering Document. Payment for the Offered Securities shall be made by the Initial Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser drawn to the order of the Company at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., (New York time), on April 29, 1998 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser and the Company determine, such time being herein referred to as the "Closing Date", against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Securities. The Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx least 24 hours prior to the Closing Date.

  • Announcement of Offering The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing, make public its involvement with the Offering.

  • Suspension of Offering Upon notice by the Company to any Xxxxx Family Party which has requested registration under this Section 1 that a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”), the Company may delay the filing (but not the preparation) of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by the Company pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by the Company, each Xxxxx Family Party will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement.

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