Common use of Acceptance Period Clause in Contracts

Acceptance Period. At any time during the Loan Participation Right Acceptance Period with respect to any Loan Participation Notice, each Founder shall have the right, but not the obligation, to accept the Corporation’s offer for such Founder to make a loan to the Corporation in an amount equal up to such Founder’s Pro Rata Share of the Proposed Loan, by giving written notice (a “Loan Acceptance Notice”) to the Corporation of such acceptance, including such portion of such Founder’s Pro Rata Share of the Proposed Loan such Founder desires to loan to the Corporation (the “Founder Share”), which Loan Acceptance Notice, subject to this Section 4.2.2, shall constitute an irrevocable acceptance of such offer unless such Founder revokes such offer in writing prior to the expiration of the Loan Participation Right Acceptance Period. Following delivery of the Loan Acceptance Notice by a Founder, such Founder shall be obligated to make the Founder Share of the Proposed Loan indicated in such Loan Participation Notice at the closing of the Proposed Loan in accordance with Section 4.2.3; provided, that, if the loan is not consummated within thirty (30) days after the expiration of the Loan Acceptance Period, then such Founder, by written notice to the Corporation may, in such Founder’s sole discretion, terminate such Founder’s obligation to loan the Corporation its Founder Share of the Proposed Loan specified in such in the Loan Acceptance Notice without any liability to such Founder. If a Loan Acceptance Notice with respect to all of a Founder’s Pro Rata Share of the Proposed Loan is not delivered to the Corporation by such Founder within the Loan Participation Right Acceptance Period, such Founder shall be deemed to have waived such Founder’s opportunity to make such portion of the Proposed Loan with respect to which the Loan Acceptance Notice was not delivered and the Corporation shall be free to obtain such portion of the Proposed Loan from the Proposed Lender(s) on the terms and conditions set forth in the Loan Participation Notice; provided, however, that any such portion of the Proposed Loan not made within thirty (30) days after the expiration of the Loan Participation Right Acceptance Period shall continue to be subject to the requirements of this Section 4.2.

Acceptance Period. At (ii) If the Company shall fail to accept, or shall reject in writing, any time during or all of the Loan Participation Right Acceptance Period with respect to any Loan Participation Notice, each Founder shall have the right, but not the obligation, to accept the Corporation’s offer Subject Stock offered for such Founder to make a loan Sale pursuant to the Corporation in an amount equal up to such Founder’s Pro Rata Share Section 8 Offer, then, upon the earlier of the Proposed Loan, by giving written notice (a “Loan Acceptance Notice”) to the Corporation of such acceptance, including such portion of such Founder’s Pro Rata Share of the Proposed Loan such Founder desires to loan to the Corporation (the “Founder Share”), which Loan Acceptance Notice, subject to this Section 4.2.2, shall constitute an irrevocable acceptance of such offer unless such Founder revokes such offer in writing prior to the expiration of the Loan Participation Right Section 8(a)(i) Acceptance Period. Following delivery Period or the receipt of a written notice of rejection by the Loan Acceptance Notice by Company, each Other Stockholder shall have the right and option, for a Founder, such Founder shall be obligated to make the Founder Share period of the Proposed Loan indicated 15 days thereafter (but in such Loan Participation Notice at the closing of the Proposed Loan in accordance with Section 4.2.3; provided, that, if the loan is not consummated within thirty (30) no event for a period less than 30 days after the expiration of the Loan Acceptance Period, then such Founder, by written notice to the Corporation may, in such Founder’s sole discretion, terminate such Founder’s obligation to loan the Corporation its Founder Share of the Proposed Loan specified in such in the Loan Acceptance Section 8 Offer Notice without any liability to such Founder. If a Loan Acceptance Notice with respect to all of a Founder’s Pro Rata Share of the Proposed Loan is not delivered to the Corporation by such Founder within Stockholders) (the Loan Participation Right "Section 8(a)(ii) Acceptance Period"), such Founder shall be deemed to have waived such Founder’s opportunity to make such portion accept all or any part of the Proposed Loan with respect to which Subject Stock so offered and not accepted by the Loan Acceptance Notice was not delivered Company (the "Refused Stock") at the purchase price, in cash, and the Corporation shall be free to obtain such portion of the Proposed Loan from the Proposed Lender(s) on the terms and conditions set forth stated in the Loan Participation Section 8 Offer Notice; provided, however, that any if the Section 8 Offer required an All or Nothing Sale, such portion offer and acceptance shall be conditioned upon the Other Stockholders purchasing all, but not less than all, of the Proposed Loan not Refused Stock. Such acceptance shall be made by delivering a written notice to the Company and the Selling Stockholder within thirty the Section 8(a)(ii) Acceptance Period specifying the maximum number of shares such Other Stockholder will purchase (30) days after the "First Offer Shares"). If, upon the expiration of the Loan Participation Right Section 8(a)(ii) Acceptance Period, the aggregate amount of First Offer Shares exceeds the amount of Refused Stock, the Refused Stock shall be allocated among the Other Stockholders as follows: (i) first, each Stockholder shall be entitled to purchase up to its proportionate percentage of Refused Stock (which proportionate percentage shall equal the Stockholder's proportionate percentage ownership of outstanding Common Stock) ("Proportionate Percentage"); (ii) second, if any shares of Refused Stock have not been allocated for purchase pursuant to (i) above (the "Remaining Shares"), each Stockholder (an "Oversubscribed Stockholder") which had offered to purchase a number of shares of Refused Stock in excess of its Proportionate Percentage of Refused Stock pursuant to (i) above, shall, for a period of 10 days after receiving 14 notice of the existence of the Remaining Shares (the "Remaining Share Acceptance Period"), be entitled to purchase an amount of Remaining Shares up to its Proportionate Percentage (treating only Oversubscribed Stockholders as Stockholders for these purposes) of the Remaining Shares; and (iii) third, the process set forth in (ii) above shall be repeated with respect to any shares of Refused Stock not allocated for purchase until all shares of Refused Stock are allocated for purchase. Any Stockholder which does not commit to purchase its Proportionate Percentage of Remaining Shares during the related Remaining Share Acceptance Period shall continue not be eligible to be purchase any more of the Subject Stock in subsequent Remaining Share Acceptance Periods in the subject to the requirements of this Section 4.28 Offer.

Acceptance Period. At any time during the Loan Participation Right Acceptance Period (B) If effective acceptance shall not be received pursuant to Section 6(A) above with respect to any Loan Participation the entire Subject Interest offered for sale pursuant to the Section 6 Offer Notice, each Founder shall have then the rightSelling Stakeholder may enter into a binding agreement to sell all or any portion of the Interest so offered for sale and not so accepted, but at a price not less than the obligationprice, to accept the Corporation’s offer for such Founder to make a loan and on terms not more favorable to the Corporation purchaser thereof than the terms, stated in an amount equal up to such Founder’s Pro Rata Share of the Proposed Loan, by giving written notice (a “Loan Acceptance Notice”) to the Corporation of such acceptance, including such portion of such Founder’s Pro Rata Share of the Proposed Loan such Founder desires to loan to the Corporation (the “Founder Share”), which Loan Acceptance Notice, subject to this Section 4.2.2, shall constitute an irrevocable acceptance of such offer unless such Founder revokes such offer in writing prior to the expiration of the Loan Participation Right Acceptance Period. Following delivery of the Loan Acceptance Notice by a Founder, such Founder shall be obligated to make the Founder Share of the Proposed Loan indicated in such Loan Participation 6 Offer Notice at the closing of the Proposed Loan in accordance with Section 4.2.3; provided, that, if the loan is not consummated any time within thirty (30) 120 days after the expiration of the Loan Section 6(A) Acceptance Period (the "Sale Period, then such Founder, by written notice to the Corporation may, in such Founder’s sole discretion, terminate such Founder’s obligation to loan the Corporation its Founder Share of the Proposed Loan specified in such in the Loan Acceptance Notice without any liability to such Founder. If a Loan Acceptance Notice with respect to all of a Founder’s Pro Rata Share of the Proposed Loan is not delivered to the Corporation by such Founder within the Loan Participation Right Acceptance Period, such Founder shall be deemed to have waived such Founder’s opportunity to make such portion of the Proposed Loan with respect to which the Loan Acceptance Notice was not delivered and the Corporation shall be free to obtain such portion of the Proposed Loan from the Proposed Lender(s) on the terms and conditions set forth in the Loan Participation Notice"); provided, however, that any such if the Section 6 Offer contemplated an All or Nothing Sale, the Selling Stakeholder may sell all, but not less than all, of the Interest so offered. To the extent the Selling Stakeholder sells all or a portion of the Proposed Loan Interest so offered for sale during the Sale Period, the Selling Stakeholder shall promptly notify the Non-Selling Stakeholder as to (i) the Interest, if any, that the Selling Stakeholder then owns, (ii) the Interest percentage that the Selling Stakeholder has sold, (iii) the terms of such sale and (iv) the identity of the purchaser(s) of any Interest sold. In the event that the entire Interest is not made within thirty (30) days after sold by the Selling Stakeholder during the Sale Period, the right of the Selling Stakeholder to sell such Interest shall expire and the obligations of this Section 6 shall be reinstated; provided, however, that, in the event that the Selling Stakeholder determines, at any time during the Sale Period, that the sale of the entire Interest on the terms set forth in the Section 6 Offer Notice is impractical, the Selling Stakeholder may terminate the offer and reinstate the procedure provided in this Section 6 without waiting for the expiration of the Loan Participation Right Acceptance Period Sale Period; and provided further, however, that the Selling Stakeholder shall continue not give a Section 6 Offer Notice with respect to be subject a transaction relating to the requirements Facility which is the subject of the Section 6 Offer Notice which would require compliance with this Section 4.26 for a period of at least 60 days from the last day of the Sale Period.

Acceptance Period. At any time during (b) If the Loan Participation Right Corporation shall fail to accept all of the Subject Stock offered for Sale pursuant to, or shall reject in writing, the Section 4 Offer (the Corporation being required to notify in writing the selling Stockholder and the Other Stockholders of its rejection or failure to accept in the event of the same), then, upon the earlier of the expiration of the Section 4(a) Acceptance Period with respect or the giving of such written notice of rejection or failure to any Loan Participation Noticeaccept such offer by the Corporation, each Founder the Other Stockholders shall have the rightright and option, but not for a period of 30 days thereafter (the obligation"SECTION 4(B) ACCEPTANCE PERIOD"), to accept the Corporation’s offer for such Founder to make a loan to the Corporation in an amount equal up to such Founder’s Pro Rata Share all or any part of the Proposed Loan, Subject Stock so offered and not accepted by giving written notice (a “Loan Acceptance Notice”) to the Corporation of such acceptance, including such portion of such Founder’s Pro Rata Share of the Proposed Loan such Founder desires to loan to the Corporation (the “Founder Share”), which Loan Acceptance Notice, subject to this Section 4.2.2, shall constitute an irrevocable acceptance of such offer unless such Founder revokes such offer in writing prior to the expiration of the Loan Participation Right Acceptance Period. Following delivery of the Loan Acceptance Notice by a Founder, such Founder shall be obligated to make the Founder Share of the Proposed Loan indicated in such Loan Participation Notice "REFUSED STOCK") at the closing of the Proposed Loan in accordance with Section 4.2.3; provided, that, if the loan is not consummated within thirty (30) days after the expiration of the Loan Acceptance Period, then such Founder, by written notice to the Corporation may, in such Founder’s sole discretion, terminate such Founder’s obligation to loan the Corporation its Founder Share of the Proposed Loan specified in such in the Loan Acceptance Notice without any liability to such Founder. If a Loan Acceptance Notice with respect to all of a Founder’s Pro Rata Share of the Proposed Loan is not delivered to the Corporation by such Founder within the Loan Participation Right Acceptance Period, such Founder shall be deemed to have waived such Founder’s opportunity to make such portion of the Proposed Loan with respect to which the Loan Acceptance Notice was not delivered purchase price and the Corporation shall be free to obtain such portion of the Proposed Loan from the Proposed Lender(s) on the terms and conditions set forth stated in the Loan Participation Section 4 Offer Notice; provided, however, that any such portion that, if the Section 4 Offer contemplated an All or Nothing Sale, the Other Stockholders may accept, during the Section 4(b) Acceptance Period, all, but not less than all, of the Proposed Loan not Refused Stock, at the purchase price and on the terms stated in the Section 4 Offer Notice. Such acceptance shall be made by delivering a written notice to the Corporation and the selling Stockholder within thirty the Section 4(b) Acceptance Period specifying the maximum number of shares such Other Stockholder will purchase (30) days after the "FIRST OFFER SHARES"). If, upon the expiration of the Loan Participation Right Section 4(b) Acceptance Period Period, the aggregate amount of First Offer Shares exceeds the amount of Refused Stock, the Refused Stock shall continue be allocated among the Other Stockholders as follows: (i) First, each other Stockholder shall be entitled to purchase no more than its Proportionate Percentage of Refused Stock; (ii) Second, if any shares of Refused Stock have not been allocated for purchase pursuant to (i) above (the "REMAINING SHARES"), each Other Stockholder which had offered to purchase a number of shares of Refused Stock in excess of the amount of stock allocated for purchase to it in accordance with previous allocations of such shares of Refused Stock, shall be subject entitled to purchase an amount of Remaining Shares equal to no more than its Proportionate Percentage of the requirements Remaining Shares; and (iii) Third, the process set forth in (ii) above shall be repeated with respect to any shares of this Section 4.2Refused Stock not allocated for purchase until all shares of Refused Stock are allocated for purchase.

Acceptance Period. At any time during the Loan Participation Right giving of the Section 8(a) Acceptance Period with respect to any Loan Participation NoticeNotice and the giving of written notice of rejection by the Company, each Founder Other Shareholder shall have the rightright and option, but not for a period of 15 days thereafter (the obligation"SECTION 8(b) ACCEPTANCE PERIOD"), to accept the Corporation’s offer for such Founder to make a loan to the Corporation in an amount equal up to such Founder’s Pro Rata Share all or any part of the Proposed LoanSubject Shares so offered and not accepted by the Company or its Permitted Nominee, by giving written notice (a “Loan Acceptance Notice”) to as the Corporation of such acceptance, including such portion of such Founder’s Pro Rata Share of the Proposed Loan such Founder desires to loan to the Corporation case may be (the “Founder Share”), which Loan Acceptance Notice, subject to this Section 4.2.2, shall constitute an irrevocable acceptance of such offer unless such Founder revokes such offer in writing prior to the expiration of the Loan Participation Right Acceptance Period. Following delivery of the Loan Acceptance Notice by a Founder, such Founder shall be obligated to make the Founder Share of the Proposed Loan indicated in such Loan Participation Notice "REFUSED SHARES") at the closing of purchase price and on the Proposed Loan terms stated in accordance with the Section 4.2.38 Notice; providedPROVIDED, HOWEVER, that, if the loan is Section 8 Offer contemplates an All or Nothing Sale, the Other Shareholders, in the aggregate, may accept, during the Section 8(b) Acceptance Period, the Subject Shares which, when taken together with the Subject Shares accepted by the Company pursuant to Section 8(a), if any, constitute all, but not consummated less than all, of the Subject Shares, at the purchase price and on the terms stated in the Section 8 Offer Notice. Such acceptance shall be made by delivering a written notice to the Company and the Selling Shareholder within thirty the Section 8(b) Acceptance Period specifying the maximum number of Shares such Other Shareholder will purchase (30) days after the "FIRST OFFER SHARES"). If, upon the expiration of the Loan Section 8(b) Acceptance Period, then such Founderthe aggregate amount of First Offer Shares exceeds the amount of Refused Shares, by written notice the Refused Shares shall be allocated among the Other Shareholders as follows: (i) first, each Other Shareholder shall be entitled to the Corporation maypurchase no more than its Proportionate Percentage (as defined below) of Refused Shares; (ii) second, in such Founder’s sole discretion, terminate such Founder’s obligation to loan the Corporation its Founder Share if any of the Proposed Loan specified Other Shareholders offered to purchase less than its Proportionate Percentage in such in the Loan Acceptance Notice without any liability its acceptance notice so that Refused Shares have not been allocated for purchase pursuant to such Founder. If a Loan Acceptance Notice with respect to all of a Founder’s Pro Rata Share of the Proposed Loan is not delivered to the Corporation by such Founder within the Loan Participation Right Acceptance Period, such Founder shall be deemed to have waived such Founder’s opportunity to make such portion of the Proposed Loan with respect to which the Loan Acceptance Notice was not delivered and the Corporation shall be free to obtain such portion of the Proposed Loan from the Proposed Lender(s(i) on the terms and conditions set forth in the Loan Participation Notice; provided, however, that any such portion of the Proposed Loan not made within thirty above (30) days after the expiration of the Loan Participation Right Acceptance Period shall continue to be subject to the requirements of this Section 4.2.the

Acceptance Period. At (ii) If the Company shall fail to accept, or shall reject in writing, any time during or all of the Loan Participation Right Acceptance Period with respect to any Loan Participation Notice, each Founder shall have the right, but not the obligation, to accept the Corporation’s offer Subject Stock offered for such Founder to make a loan Sale pursuant to the Corporation in an amount equal up to such Founder’s Pro Rata Share Section 8 Offer, then, upon the earlier of the Proposed Loan, by giving written notice (a “Loan Acceptance Notice”) to the Corporation of such acceptance, including such portion of such Founder’s Pro Rata Share of the Proposed Loan such Founder desires to loan to the Corporation (the “Founder Share”), which Loan Acceptance Notice, subject to this Section 4.2.2, shall constitute an irrevocable acceptance of such offer unless such Founder revokes such offer in writing prior to the expiration of the Loan Participation Right Section 8(a)(i) Acceptance Period. Following delivery Period or the receipt of a written notice of rejection by the Loan Acceptance Notice by Company, each Other Stockholder shall have the right and option, for a Founder, such Founder shall be obligated to make the Founder Share period of the Proposed Loan indicated 15 days thereafter (but in such Loan Participation Notice at the closing of the Proposed Loan in accordance with Section 4.2.3; provided, that, if the loan is not consummated within thirty (30) no event for a period less than 30 days after the expiration of the Loan Acceptance Period, then such Founder, by written notice to the Corporation may, in such Founder’s sole discretion, terminate such Founder’s obligation to loan the Corporation its Founder Share of the Proposed Loan specified in such in the Loan Acceptance Section 8 Offer Notice without any liability to such Founder. If a Loan Acceptance Notice with respect to all of a Founder’s Pro Rata Share of the Proposed Loan is not delivered to the Corporation by such Founder within Stockholders) (the Loan Participation Right "Section 8(a)(ii) Acceptance Period"), such Founder shall be deemed to have waived such Founder’s opportunity to make such portion accept all or any part of the Proposed Loan with respect to which Subject Stock so offered and not accepted by the Loan Acceptance Notice was not delivered Company (the "Refused Stock") at the purchase price, in cash, and the Corporation shall be free to obtain such portion of the Proposed Loan from the Proposed Lender(s) on the terms and conditions set forth stated in the Loan Participation Section 8 Offer Notice; provided, however, that any if the Section 8 Offer required an All or Nothing Sale, such portion offer and acceptance shall be conditioned upon the Other Stockholders purchasing all, but not less than all, of the Proposed Loan not Refused Stock. Such acceptance shall be made by delivering a written notice to the Company and the Selling Stockholder within thirty the Section 8(a)(ii) Acceptance Period specifying the maximum number of shares such Other Stockholder will purchase (30) days after the "First Offer Shares"). If, upon the expiration of the Loan Participation Right Section 8(a)(ii) Acceptance Period, the aggregate amount of First Offer Shares exceeds the amount of Refused Stock, the Refused Stock shall be allocated among the Other Stockholders as follows: (i) first, each Stockholder shall be entitled to purchase up to its proportionate percentage of Refused Stock (which proportionate percentage shall equal the Stockholder's proportionate percentage ownership of outstanding Common Stock) ("Proportionate Percentage"); (ii) second, if any shares of Refused Stock have not been allocated for purchase pursuant to (i) above (the "Remaining Shares"), each Stockholder (an "Oversubscribed Stockholder") which had offered to purchase a number of shares of Refused Stock in excess of its Proportionate Percentage of Refused Stock pursuant to (i) above, shall, for a period of 10 days after receiving notice of the existence of the Remaining Shares (the "Remaining Share Acceptance Period"), be entitled to purchase an amount of Remaining Shares up to its Proportionate Percentage (treating only Oversubscribed Stockholders as Stockholders for these purposes) of the Remaining Shares; and (iii) third, the process set forth in (ii) above shall be repeated with respect to any shares of Refused Stock not allocated for purchase until all shares of Refused Stock are allocated for purchase. Any Stockholder which does not commit to purchase its Proportionate Percentage of Remaining Shares during the related Remaining Share Acceptance Period shall continue not be eligible to be purchase any more of the Subject Stock in subsequent Remaining Share Acceptance Periods in the subject to the requirements of this Section 4.28 Offer.

Acceptance Period. At any time during (b) If the Loan Participation Right Corporation shall fail to accept, or shall reject in writing, all of the Subject Stock offered for Sale pursuant to the Section 4 Offer, then, upon the earlier of the expiration of the Section 4(a) Acceptance Period with respect to any Loan Participation Noticeor the receipt of a written notice of rejection by the Corporation, each Founder Other Stockholder shall have the rightright and option, but not for a period of 10 days thereafter (the obligation"Section 4(b) Acceptance Period"), to accept the Corporation’s offer for such Founder to make a loan to the Corporation in an amount equal up to such Founder’s Pro Rata Share all or any part of the Proposed Loan, Subject Stock so offered and not accepted by giving written notice (a “Loan Acceptance Notice”) to the Corporation of such acceptance, including such portion of such Founder’s Pro Rata Share of the Proposed Loan such Founder desires to loan to the Corporation (the “Founder Share”)"Refused Stock") at the purchase price, which Loan Acceptance in cash, and on the terms stated in the Section 4 Offer Notice, subject to this Section 4.2.2, shall constitute an irrevocable . Such acceptance of such offer unless such Founder revokes such offer in writing prior to the expiration of the Loan Participation Right Acceptance Period. Following delivery of the Loan Acceptance Notice by a Founder, such Founder shall be obligated to make the Founder Share of the Proposed Loan indicated in such Loan Participation Notice at the closing of the Proposed Loan in accordance with Section 4.2.3; provided, that, if the loan is not consummated within thirty (30) days after the expiration of the Loan Acceptance Period, then such Founder, made by delivering a written notice to the Corporation may, in such Founder’s sole discretion, terminate such Founder’s obligation to loan and the Corporation its Founder Share of the Proposed Loan specified in such in the Loan Acceptance Notice without any liability to such Founder. If a Loan Acceptance Notice with respect to all of a Founder’s Pro Rata Share of the Proposed Loan is not delivered to the Corporation by such Founder selling Stockholder within the Loan Participation Right Section 4(b) Acceptance PeriodPeriod specifying the maximum number of shares such Other Stockholder will purchase (the "First Offer Shares"). If, such Founder shall be deemed to have waived such Founder’s opportunity to make such portion of the Proposed Loan with respect to which the Loan Acceptance Notice was not delivered and the Corporation shall be free to obtain such portion of the Proposed Loan from the Proposed Lender(s) on the terms and conditions set forth in the Loan Participation Notice; provided, however, that any such portion of the Proposed Loan not made within thirty (30) days after upon the expiration of the Loan Participation Right Section 4(b) Acceptance Period Period, the aggregate amount of First Offer Shares exceeds the amount of Refused Stock, the Refused Stock shall continue be allocated among the Other Stockholders as follows: (i) First, each Stockholder shall be entitled to purchase up to its Proportionate Percentage of Refused Stock; (ii) Second, if any shares of Refused Stock have not been allocated for purchase pursuant to (i) above (the "Remaining Shares"), each Stockholder (an "Oversubscribed Stockholder") which had offered to purchase a number of shares of Refused Stock in excess of the amount of Stock allocated for purchase to it in accordance with previous allocations, shall be subject entitled to purchase an amount of Remaining Shares equal to up to its Proportionate Percentage (treating only Oversubscribed Stockholders as Stockholders for these purposes) of the requirements Remaining Shares; and (iii) Third, the process set forth in (ii) above shall be repeated with respect to any shares of this Section 4.2Refused Stock not allocated for purchase until all shares of Refused Stock are allocated for purchase.