Buy-Out Notice Sample Clauses

Buy-Out Notice. (a) If a Buy-Out Event occurs under Sections 8.1(a) or (d), the Party delivering a Buy-Out Notice pursuant to Sections 8.1(a) or (d) shall give such Buy-Out Notice to the other Party and to the Managing Board within thirty (30) days after (i) an election to terminate the Joint Venture in the case of a Buy-Out Notice delivered pursuant to Section 8.1(a) or (ii) the date of the Change of Control with respect to such Party in the case of a Buy-Out Notice delivered pursuant to Section 8.1(d). (b) If a Buy-Out Event occurs under Sections 8.1(b), (c) or (e), the Party which is entitled to deliver a Buy-Out Notice pursuant to Sections 8.1(b), (c) or (e) may give such Buy-Out Notice to the other Party and to the Managing Board (i) within thirty (30) days after the Parties execute a mutual consent to terminate the Joint Venture in the case of a Buy-Out Notice delivered pursuant to Section 8.1(e), and (ii) within one hundred eighty (180) days following the date upon which such Party becomes aware of the occurrence of any Buy-Out Event under Sections 8.1(b) or (c).
Sample 1
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Buy-Out Notice. Without limiting any other rights that the Investor may have hereunder, in the event that the Deadlock cannot be resolved as set forth in Section 3.13(b)(i), then any Shareholder (the “Offering Shareholder”), or an Affiliate or a third party designated by the Offering Shareholder, shall have the option to purchase (directly or indirectly through a nominated third party) all Shares held by the other Shareholders (the “Receiving Shareholders”) at a valuation (the “Exit Price”) unilaterally proposed by the Offering Shareholder (the “Buy-Out”). Such option may be exercised by the Offering Shareholder in writing to the Receiving Shareholders within ten (10) days after the expiration of the Discussion Period (the “Buy-Out Notice”). The Buy-Out Notice shall describe (1) type and number of all Shares held by the Offering Shareholder, and (2) the Exit Price.
Sample 1
Buy-Out Notice. Either Exmar or TGP (the “Notifying Member”) may, if a Buy-Out Event has occurred at any time whilst and for so long as this Agreement is in force in relation to any Exmar Member (where TGP will be the Notifying Member) or the TGP Member (where Exmar will be the Notifying Member) (the “Defaulting Member”) serve written notice (“Buy Out Notice”) to the other party to the effect that it wishes to purchase the Shares or Interests held by the Defaulting Member together with all other Shares, Interests and Member Loans held by other Members in the Defaulting Member’s Group relating to the Vessel (such Members being the “Deemed Transferors” and each a “Deemed Transferor”) and, upon service of a Buy Out Notice, each Deemed Transferor shall be deemed to have given a Notice of Sale in accordance with Clause 9.4 and the provisions of Clauses 9.4 to 9.10 shall apply, mutatis mutandis, as if all references therein to the Selling Member(s) were references to the Deemed Transferor(s).
Sample 1
Buy-Out Notice. During the periods set out in article 5.1, Inventiva may deliver an irrevocable written notice to Xxxxxxx stating that Inventiva wishes to purchase the Shares held by each other shareholder of the Company at the relevant price (the “Buy-out”, and such notice, the “Buy-out Notice”).
Sample 1
Buy-Out Notice. If the Deadlock is not resolved by a written agreement during the Consultation Period and Mediation Period, either may give notice of an election to invoke the Buy-Out provisions of Section 8.3 hereof ("Buy-Out Notice") and Section 8.3 shall apply.
Sample 1
Buy-Out Notice. If the Default (i) is not resolved by a written agreement during the Consultation Period and Mediation Period and (ii) is not cured within 90 Days of the Default Notice, the non-defaulting party may give notice of an election to invoke the Buy-Out provisions of Section 8.3 hereof ("Buy-Out Notice") and Section 8.3 shall apply.
Sample 1
Buy-Out Notice. Either Exmar or TGP (the “Notifying Shareholder”) may, if a Buy-Out Event has occurred at any time whilst and for so long as this Agreement is in force in relation to Exmar (where TGP will be the Notifying Shareholder) or the TGP Shareholder (where Exmar will be the Notifying Shareholder) (the “Defaulting Shareholder”) serve written notice (“Buy Out Notice”) to the other party to the effect that it wishes to purchase the Shares and Shareholder Loans held by the Defaulting Shareholder (such Shareholder being the “Deemed Transferor”) and, upon service of a Buy Out Notice, the Deemed Transferor shall be deemed to have given a Notice of Sale in accordance with Clause 9.4 and the provisions of Clauses 9.4 to 9.9 shall apply, mutatis mutandis, as if all references therein to the Selling Shareholder were references to the Deemed Transferor.
Sample 1
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Buy-Out Notice. Section 3.03(c)(i).
Sample 1

Related to Buy-Out Notice

  • PUT NOTICE At any time during the Commitment Period, the Company may deliver a Put Notice to Investor, subject to the conditions set forth in Section 7.2; provided, however, the Investment Amount for each Put as designated by the Company in the applicable Put Notice shall be neither less than the Minimum Put Amount nor more than the Maximum Put Amount.

  • CAFA Notice Pursuant to 28 U.S.C. § 1715, not later than ten (10) days after the Agreement is filed with the Court, the Settlement Administrator shall cause to be served upon the Attorneys General of each U.S. State in which Settlement Class members reside, the Attorney General of the United States, and other required government officials, notice of the proposed settlement as required by law, subject to Paragraph 5.1 below.

  • NOTICE TO BUYER Do not sign this agreement before you read it or if it contains any blank spaces. This is a legal instrument. All pages of this contract are binding. Read both sides of all pages before signing. You are entitled to an exact copy of the agreement, school catalog, and any other papers you may sign, and are required to sign a statement acknowledging receipt of those.

  • Issuance Notice Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set forth in Section 5(a) and Section 5(b) shall have been satisfied, the Company may exercise its right to request an issuance of Shares by delivering to the Agent an Issuance Notice; provided, however, that (A) in no event may the Company deliver an Issuance Notice to the extent that (I) the sum of (x) the aggregate Sales Price of the requested Issuance Amount, plus (y) the aggregate Sales Price of all Shares issued under all previous Issuance Notices effected pursuant to this Agreement, would exceed the Maximum Program Amount; and (B) prior to delivery of any Issuance Notice, the period set forth for any previous Issuance Notice shall have expired or been terminated. An Issuance Notice shall be considered delivered on the Trading Day that it is received by e-mail to the persons set forth in Schedule A hereto and confirmed by the Company by telephone (including a voicemail message to the persons so identified), with the understanding that, with adequate prior written notice, the Agent may modify the list of such persons from time to time.

  • Without Notice This agreement shall terminate without any requirement of notice to either party when the first of the following events occurs: 5.1.1. The parties mutually consent to termination in writing.

  • Termination Notice If either Party, having become entitled to do so, decides to terminate this Agreement pursuant to the preceding Clause 8.2 (a) (i) or 8.2 (a) (ii), it shall issue Termination Notice setting out: (i) in sufficient detail the underlying Force Majeure Event; (ii) the Termination Date which shall be a date occurring not earlier than 60 (sixty) days from the date of Termination Notice; (iii) the estimated Termination Payment including the details of computation thereof and; (iv) any other relevant information.

  • Termination Warning Notice B The Secretary of State may serve a Termination Warning Notice where he considers that:

  • Exercise Notice In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”), (ii) deliver the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issued. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

  • Cancellation Notice Each of the insurance policies will be specifically endorsed to require the insurer to provide the Authority with 30 days written notice (or 10 days for non-payment of premium) prior to the cancellation of the policy. The endorsement will specify that such notice will be sent to: Hillsborough County Aviation Authority Attn.: Chief Executive Officer Tampa International Airport Post Office Box 22287 Xxxxx, Xxxxxxx 00000

  • Termination Notice and Procedure Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 23: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

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