Eligible Offerees Sample Clauses

Eligible Offerees. The Eligible Offerees shall have the right, for sixty (60) days following the date of an Offer, to accept the Offer as to all or any Securities Subject to the Offer. The Eligible Offerees that accept the Offer shall agree in advance on the allocation of the Securities Subject to the Offer among the accepting Eligible Offerees. If the Company shall not have sufficient funds available to permit it lawfully to purchase Securities Subject to the Offer which the Company has accepted in whole or in part, the Holders shall, promptly upon the request of the Company, take such action to vote their respective shares to reduce the stated capital of the Company to the extent permitted by law or to authorize such other steps as may be appropriate or necessary in order to enable the Company, if possible, lawfully to purchase such Securities Subject to the Offer.
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Eligible Offerees. If the Company does not accept the Offer with respect to all of the Shares Subject to the Offer within the 10-day period specified in Section 4.1, the Company shall give written notice thereof not later than the end of such 10-day period to the other Eligible Offerees. The other Eligible Offerees shall have the right, for 10 days after the receipt of such notice from the Company (the “Election Period”), to accept the Offer for all or any portion of the Shares Subject to the Offer not purchased by the Company (the “Available Shares”) in such proportions as they mutually agree, or if they are unable to agree, each of such Eligible Offerees shall have the right to accept the Offer for a number of Available Shares equal to the lesser of (i) the number of the Available Shares for which such Eligible Offeree elects to accept the Offer or (ii) the number of Available Shares obtained by multiplying the number of the Available Shares by a fraction (x) the numerator of which is the number of Shares owned by such Eligible Offeree and (y) the denominator of which is the number of Shares owned by all such other Eligible Offerees (such fraction being referred to herein as the “Proportionate Share”). If any such Eligible Offeree does not elect to accept the Offer for its Proportionate Share of the Available Shares, each other such other Eligible Offeree which elects to accept the Offer for at least its Proportionate Share shall then be allocated a portion of the Available Shares equal to the lesser of (i) the excess of the number of Available Shares for which such Eligible Offeree elected to accept the Offer over the number theretofore allocated to such Eligible Offeree and (ii) the number obtained by multiplying the number of the Available Shares by a fraction (x) the numerator of which is the number of Shares owned by such Eligible Offeree and (y) the denominator of which is the number of Shares owned by all such Eligible Offerees who have not theretofore been allocated the maximum number of Available Shares as to which they have elected to accept the Offer. Such allocation procedure shall be repeated reiteratively until either each such other Eligible Offeree shall have been allocated the maximum number of Available Shares as to which it has elected to accept the Offer or all Available Shares are allocated.
Sample 1
Eligible Offerees. 1. Insert the principal amount of the Allowed Unsecured Notes Claim you beneficially hold in Item 1 of the Rights Exercise Form and whether such claim is with respect to the 8.625% Senior Notes Due 2020 (the “2020 Notes”) and/or the 7.875% Senior Notes Due 2022 (the “2022 Senior Notes”, and together with the 2020 Notes, the “Unsecured Notes”). Do not adjust the amount for any accrued or unmatured interest or any accretion factor. If you have any questions about the principal amount of Unsecured Notes held by you, please contact your bank, broker, or other nominee (each of the foregoing, a “Subscription Nominee”).
Sample 1

Related to Eligible Offerees

  • Repurchase Offers In the event that, pursuant to Sections 4.10 and 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state:

  • Participation of Broker-Dealers in Exchange Offer (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. The Company and the Guarantors understand that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Purchase Sale and Delivery of the Offered Securities Unless otherwise specified in the Underwriting Agreement, payment for the Offered Securities shall be made by certified or official bank check or checks payable to the order of the Depositor in immediately available or next day funds, at the time and place set forth in the Underwriting Agreement, upon delivery to the Representative for the respective accounts of the several Underwriters of the Offered Securities registered in definitive form and in such names and in such denominations as the Representative shall request in writing not less than five full business days prior to the date of delivery. The time and date of such payment and delivery with respect to the Offered Securities are herein referred to as the "Closing Date".

  • Asset Sale Offer The Indenture imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries to make Asset Sales. In the event the proceeds from a permitted Asset Sale exceed certain amounts and are not applied as specified in the Indenture, the Issuer will be required to make an Asset Sale Offer to purchase to the extent of such remaining proceeds each Holder’s Notes together with holders of certain other Indebtedness at 100% of the principal amount thereof, plus accrued interest (if any) to the Asset Sale Offer Payment Date, as more fully set forth in the Indenture.

  • Irrevocable Offer The offer of each Participating Seller contained in such holder’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling Stockholder, up to such number of Shares as such Participating Seller shall have specified in such holder’s Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the per share price shall be less than the per share price set forth in the Tag Along Notice or the other principal terms and conditions shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Prospective Seller shall provide written notice thereof to each Participating Seller and each Participating Seller shall be permitted to withdraw the offer contained in such holder’s Tag Along Offer by written notice to the Prospective Selling Stockholder within three Business Days of delivery of such written notice from the Prospective Selling Stockholder and upon such withdrawal shall be released from such holder’s obligations thereunder.

  • TERMINATION OF THE OFFERING The undersigned understands that the Company may terminate the offering at any time and for any reason. If the offering is so terminated, and the Company is holding subscriptions that have not been accepted by an authorized representative of the Company, together with the un-accepted subscription agreements, then in that event the subscriptions so held shall be returned without any interest earned thereon.

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