Blocking Notice Sample Clauses

Blocking Notice. If at any time the First Lien Collateral Agent or, after delivery of a Notice of Termination of First Lien Obligations sent by the First Lien Collateral Agent, the Second Lien Collateral Agent, as the case may be, delivers to the Securities Intermediary a Blocking Notice in substantially the form set forth in Exhibit B hereto, the Securities Intermediary agrees that after receipt of such notice, it will cease to follow any instruction with respect to the Securities Account from the Debtor.
Sample 1Sample 2See All (10)
AutoNDA by SimpleDocs
Blocking Notice. For a period not exceeding either (i) five (5) --------------- consecutive Business Days or (ii) an aggregate of twenty (20) Business Days in any twelve (12) month period, the Company may suspend the ability of the Holders to make dispositions under the registration statement or prospectus by providing the Holders with written notice (a "Blocking Notice") if the Company's Board of Directors determines in its good faith judgment that the Company's obligation to ensure that such registration statement and prospectus contain current and complete information would require the Company to make a public disclosure regarding a material non-public transaction, provided, that the Company shall not be entitled to deliver a Blocking Notice within ten (10) Business Days of the expiration of any Blocking Notice previously delivered. Each Blocking Notice shall contain a general statement of the reasons for such postponement and an approximation of the anticipated delay. Notwithstanding anything to the contrary herein, in the event of a merger of the Company with or into another entity that is not wholly-owned by the Company and is reportable, if consummated, under Item 2 of Form 8-K under the Exchange Act, the Company may deliver a Blocking Notice for a period of up to twenty (20) consecutive Business Days in any twelve (12) month period, in which case, the number of consecutive Business Days available to the Company pursuant to clause (ii) of this Section shall be reduced by such number of Business Days. Each Holder agrees by acquisition of the Registrable Securities that, upon receipt of a Blocking Notice from the Company, such Holder shall not dispose of, sell or offer for sale the Registrable Securities pursuant to the registration statement until such Holder receives (i) copies of the supplemented or amended prospectus, or until counsel for the Company shall have determined that such disclosure is not required due to subsequent events, (ii) notice in writing from the Company that the use of the prospectus may be resumed and (iii) copies of any additional or supplemental filings that are incorporated by reference to in the prospectus. In the event the Company shall provide any Blocking Notice pursuant to this Section, the period during which the Company is required to keep the registration statement (filed pursuant to Section 1.2) effective shall be extended for the amount of time equal to the number of days during which such Blocking Notice is in effect.
Sample 1Sample 2
Blocking Notice. If at any time upon the occurrence and during the continuance of an Event of Default, the Collateral Agent delivers to the Financial Institution a Blocking Notice in substantially the form set forth in Exhibit A, the Financial Institution agrees that after receipt of such notice, it will cease to follow any instruction with respect to the Deposit Account from the Debtor.
Sample 1Sample 2
Blocking Notice. If at any time after the occurrence and continuation of an Event of Default the Collateral Agent delivers to the Securities Intermediary a Blocking Notice in substantially the form set forth in Exhibit A hereto, the Securities Intermediary agrees that after receipt of such notice, it will cease to follow any instruction with respect to the Securities Account from the Debtor.
Sample 1
Blocking Notice. If at any time the First Lien Collateral Agent, or after delivery of a Notice of Termination of First Lien Obligations by the First Lien Collateral Agent, or the Second Lien Collateral Agent, as the case may be, delivers to the Financial Institution a Blocking Notice in substantially the form set forth in Exhibit B hereto, the Financial Institution agrees that after receipt of such notice, it will cease to follow any instruction with respect to the Deposit Account from the Debtor.
Sample 1Sample 2
Blocking Notice. Ladies and Gentlemen: As referenced in the Deposit Account Control Agreement dated as of , 200 among [NAME OF THE DEBTOR] (the “Debtor”), you and the undersigned (a copy of which is attached), we hereby give you notice of our sole control over deposit account number (the “Deposit Account”) and all funds deposited therein as a result of an Event of Default (as defined in the First Lien Credit Agreement or Second Lien Credit Agreement, as applicable) which is continuing. You are hereby instructed not to accept any direction, instructions or orders with respect to the Deposit Account or the funds deposited therein from the Debtor. You are instructed to deliver a copy of this notice by facsimile transmission to [NAME OF THE DEBTOR]. Very truly yours, XXXXXX COMMERCIAL PAPER INC., as [First/Second] Lien Collateral Agent] By: Authorized Signatory / Name: Title: cc: [NAME OF THE DEBTOR] Exhibit C to the Deposit Account Control Agreement [Letterhead of applicable Collateral Agent] [Date] [Name and Address of Financial Institution] Attention:
Sample 1Sample 2
Blocking Notice. Ladies and Gentlemen: As referenced in the Deposit Account Control Agreement dated as of _______, 20__ among [NAME OF THE DEBTOR] (the “Debtor”), you, [NAME OF OTHER COLLATERAL LIEN HOLDER] and the undersigned (a copy of which is attached), we hereby give you notice of our sole control over deposit account number ____________ (the “Deposit Account”) and all funds deposited therein. You are hereby instructed not to accept any direction, instructions or orders with respect to the Deposit Account or the funds deposited therein from the Debtor and shall only accept and follow instructions from the undersigned. You are instructed to deliver a copy of this notice by facsimile transmission to [NAME OF THE DEBTOR]. Very truly yours, [FIRST LIEN COLLATERAL AGENT/SECOND LIEN COLLATERAL AGENT], By: [Authorized Signatory / Name: Title:] cc: [NAME OF THE DEBTOR] EXHIBIT E TO PLEDGE AND SECURITY AGREEMENT FORM OF TRADEMARK SECURITY AGREEMENT This TRADEMARK SECURITY AGREEMENT, dated as of June 30, 2010 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of Wilmington Trust FSB, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).
Sample 1
AutoNDA by SimpleDocs
Blocking Notice. Ladies and Gentlemen: As referenced in the Deposit Account Control Agreement, dated as of [ ], 20[ ], among [NAME OF THE DEBTOR] (the “Debtor”), you and the undersigned (a copy of which is attached), we hereby give you notice of our sole control over deposit account number [ ] (the “Deposit Account”) and all funds deposited therein and financial assets credited thereto. You are hereby instructed not to accept any direction, instructions or entitlement orders with respect to the Deposit Account or the funds deposited therein or financial assets credited thereto from any Person other than the undersigned, unless otherwise ordered by a court of competent jurisdiction. You are instructed to deliver a copy of this notice by facsimile (or other electronic) transmission to the Debtor. Very truly yours, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent By: Name: Title: By: Name: Title: cc: [NAME OF THE DEBTOR] Exhibit A to Deposit Account Control Agreement Exhibit B to Deposit Account Control Agreement CREDIT SUISSE XX Xxxxxx Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 [Date] [Name and Address of Financial Institution] Attention:
Sample 1

Related to Blocking Notice

  • Offering Notice Except for (a) options to purchase Common Stock or restricted stock which may be issued pursuant to a Stock Option Plan, (b) a subdivision of the outstanding shares of Common Stock into a larger number of shares of Common Stock, (c) Equity Securities of the Company issued upon exercise, conversion or exchange of any Common Stock Equivalent either (x) previously issued or (y) issued in accordance with the terms of this Agreement, (d) Equity Securities of the Company issued in consideration of an acquisition (whether pursuant to a stock purchase, asset purchase, merger or otherwise), approved by the Board of Directors in accordance with the terms of this Agreement, by the Company of another Person, (e) issuances to commercial banks, lessors and licensors in non-equity financing transactions (provided that the foregoing will not include any issuances to private equity or venture capital firms or any private equity division of any investment bank or commercial bank) not exceeding more than five percent (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (f) issuances to the public pursuant to an effective Registration Statement and (g) issuances in connection with any dividend or distribution on shares of preferred stock of the Company, if any ((a)-(g) being referred to collectively as “Exempt Issuances”), if, following compliance with Section 6.9 (if applicable), the Company wishes to issue any Equity Securities or Debt Securities of the Company (collectively, “New Securities”) to any Person (the “Subject Purchaser”), then the Company shall offer such New Securities to each of the Initial Stockholders holding greater than one percent (1%) of the then-issued and outstanding Shares (each, a “Preemptive Rightholder”, and collectively, the “Preemptive Rightholders”) by sending written notice (the “New Issuance Notice”) to the Preemptive Rightholders, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per security of the New Securities (the “Proposed Price”). Upon delivery of the New Issuance Notice, such offer shall be irrevocable unless and until the rights provided for in Section 4.2 shall have been waived or shall have expired.

  • Giving Notice Except as otherwise permitted by Section 2.14 with respect to borrowing notices, all notices and other communications provided to any party hereto under this Agreement or any other Loan Document shall be in writing or by telex or by facsimile and addressed or delivered to such party at its address set forth below its signature hereto or at such other address (or to counsel for such party) as may be designated by such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid, shall be deemed given when received; any notice, if transmitted by telex or facsimile, shall be deemed given when transmitted (answerback confirmed in the case of telexes).

  • TRANSACTION NOTICE On any Trading Day during the Commitment Period, the Company may deliver a Transaction Notice to the Sales Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of the Sales Agent or the Forward Seller, which may be withheld in the Sales Agent’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, the Sales Agent nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amount. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; and (iii) no reduction in the Floor Price shall cause any sales of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to be a breach of the terms hereof.

  • Funding Notice Administrative Agent shall have received a fully executed and delivered Funding Notice.

  • Manner of Giving Notice Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.

  • Selection Notice A Selection Notice to be effective must be:

  • Effectiveness and Events Requiring Notice to the Representative The Company will use all reasonable efforts to cause the Registration Statement to remain effective and will notify the Representative immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in Section 3.4 hereof that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Preliminary Prospectus and/or the Prospectus untrue or that requires the making of any changes in the Registration Statement, the Preliminary Prospectus and/or the Prospectus in order to make the statements therein, (with respect to the Prospectus, in light of the circumstances under which they were made), not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

  • Sale Notice Parent shall provide the Holder with written notice (the “Tag-Along Sale Notice”) not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Tag-Along Sale (the “Tag-Along Sale Date”). Each Tag-Along Sale Notice shall set forth: (i) the name and address of each proposed transferee or purchaser of shares in the Tag-Along Sale; (ii) the number of shares proposed to be transferred or sold by Parent; (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee or purchaser; (iv) the aggregate number of shares of Common Stock held of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by Parent; (v) the Management Investor’s Allotment assuming the Holder elected to sell the maximum number of shares of Common Stock possible; (vi) confirmation that the proposed purchaser or transferee has been informed of the “Tag-Along Rights” provided for herein and has agreed to purchase shares of Common Stock in accordance with the terms hereof and (vii) the Tag-Along Sale Date.

Time is Money Join Law Insider Premium to draft better contracts faster.