Contents of Drag Notice Sample Clauses

Contents of Drag Notice. A Drag Notice must: (a) specify the number of Securities the Majority Holder proposes to sell (being all, and not some only, of its Securities), the proposed sale price per Security (the Drag Sale Price) and any other material terms and conditions of the proposed sale (the Drag Sale Terms). If the Drag Sale Price for the Securities the subject of the sale includes any non-cash consideration other than liquid marketable securities, the Drag Notice must include: (i) a choice (of the relevant Minority Holder’s choosing) between: (A) the same mix of non-cash and cash consideration as the Majority Holder is to receive pursuant to the Drag Transaction; or (B) cash consideration only with the non-cash component being satisfied in cash at the Drag Value; and (ii) the value that the Majority Holder is ascribing to the non-cash consideration which, if the Minority Holder elects, must be the Fair Value (the Drag Value); (b) state the name of the person to whom the Majority Holder proposes to sell its Securities (the Drag Buyer) and, if that person is a body corporate, the Ultimate Holding Company of that person; (c) state that it is a Drag Notice for the purposes of this agreement and that, subject to this clause 17, each Minority Holder is required to sell each of its Securities to the Drag Buyer for the Drag Sale Price and, subject to clause 17.4, on the Drag Sale Terms; and (d) state the Majority Holder’s reasonable best estimate of the date for completion of the sale of the Drag Securities, which must be at least ten Business Days after the Drag Notice is given.
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Related to Contents of Drag Notice

  • Borrowing Notice The Borrower shall deliver to the Agent and the Swing Line Lender irrevocable notice (a "Swing Line Borrowing Notice") not later than noon (Chicago time) on the Borrowing Date of each Swing Line Loan, specifying (i) the applicable Borrowing Date (which date shall be a Business Day), and (ii) the aggregate amount of the requested Swing Line Loan which shall be an amount not less than $100,000. The Swing Line Loans shall bear interest at the Floating Rate.

  • 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.

  • Borrowing/Election Notice The Borrower shall give the Administrative Agent an irrevocable Borrowing/Election Notice of each conversion of a Floating Rate Loan into a Eurodollar Rate Loan or continuation of a Eurodollar Rate Loan not later than 11:00 a.m. (Chicago time) three (3) Business Days prior to the date of the requested conversion or continuation, specifying: (i) the requested date (which shall be a Business Day) of such conversion or continuation; (ii) the amount and Type of the Loan to be converted or continued; and (iii) the amount of Eurodollar Rate Loan(s) into which such Loan is to be converted or continued, and the duration of the Interest Period applicable thereto.

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

  • 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 the Agreement or any other Loan Document shall be in writing 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 facsimile, shall be deemed given when transmitted.

  • Request for Notice Trustor hereby requests that a copy of any notice of default and that a copy of any notice of sale hereunder be mailed to it at the address set forth in the first paragraph of this Deed of Trust.

  • Manner of Giving Notice All notices and other communications required by this Master Agreement must be in writing, and must be made via e-mail, personal service or United States mail, postage prepaid.

  • Drawdown Notice irrevocable A Drawdown Notice must be signed by an officer of the Borrower; and once served, a Drawdown Notice cannot be revoked without the prior consent of the Lender.

  • Date of Delivery of Advance Notice An Advance Notice shall be deemed delivered on (i) the Trading Day it is received by facsimile or otherwise by the Investor if such notice is received prior to 12:00 noon Eastern Time, or (ii) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 12:00 noon Eastern Time on a Trading Day or at any time on a day which is not a Trading Day. No Advance Notice may be deemed delivered on a day that is not a Trading Day.

  • Loan Request See Section 2.6.

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