Deemed Transfer Notice Sample Clauses

Deemed Transfer Notice. If any Party who directly or indirectly holds Shares commits an Event of Default (defined in Clause 5.3 below), then the Board of the Company, at a meeting in which the Directors nominated by the Party which has committed the Event of Default the “Defaulting Party” will not be entitled to participate, shall be entitled, at its discretion, by notice in writing to require the Defaulting Party to give a transfer notice (“Transfer Notice”) in respect of all the Shares then registered in the name of the Defaulting Party and procure any person holding any Shares in trust for or on behalf of the Defaulting Party to give a Transfer Notice in respect of all other Shares beneficially owned by the Defaulting Party, and the provisions of clauses 5.4 and 5.5 below shall apply to the transfer of Shares made pursuant to such Transfer Notice(s). The Transfer Notice(s) shall specify a price (the “Transfer Price”) for each Share which shall, in the case of an Event of Default specified in Clause 5.3.1, be the Market Price less a discount of 17.5 per cent, and in the case of all other Events of Default, be the Market Price. In the event that the Defaulting Party or any trustee or other person fails to issue the Transfer Notice as aforesaid, such Transfer Notice may be issued on its behalf by a person nominated by the Board at a meeting in which Directors nominated by the Defaulting Party are entitled to attend but not participate with a copy to the Defaulting Party. For the purpose of this Clause 5, the Defaulting Party, the person holding Shares in trust for or on behalf of the Defaulting Party having given a Transfer Notice, shall be referred to as the “Offeror” and the Shares which are the subject matter of a Transfer Notice shall be referred to as the “Offered Shares”.
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Deemed Transfer Notice. The deemed Transfer Notice has the same effect as a Transfer Notice, except that: 15.3.1. The valuation of the shares held by the defaulting Shareholder, and the price to paid by any Shareholder exercising its right to buy such Common Shares, shall be determined in accordance with Section 15.4; 15.3.2. The defaulting Shareholder does not have a right of withdrawal following a valuation; and 15.3.3. On the completion of any sale in accordance with this Article 15, any other Shareholder is not required to procure the discharge of any security given by the defaulting Shareholder or to procure the release of any debts of CPLB to it. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Sample 1
Deemed Transfer Notice. On the happening of any of the following events in respect of a shareholder, that shareholder will be deemed to have given a transfer notice in respect of all of its shares at the fair value, plus 50% of the costs of the expert appointed to determine fair value: (i) a change in the persons having the effective control of the shareholder that is a corporation or trust; (ii) the shareholder dying; (iii) the shareholder being declared bankrupt; (iv) a receiver being appointed to the shareholder; (v) a liquidator being appointed to the shareholder; or (vi) a compulsory transfer event
Sample 1
Deemed Transfer Notice. The deemed Transfer Notice has the same effect as a Transfer Notice, except that: 15.3.1. The valuation of the shares held by the defaulting Shareholder, and the price to paid by any Shareholder exercising its right to buy such Common Shares, shall be determined in accordance with Section 15.4; 15.3.2. The defaulting Shareholder does not have a right of withdrawal following a valuation; and 15.3.3. On the completion of any sale in accordance with this Article 15, any other Shareholder is not required to procure the discharge of any security given by the defaulting Shareholder or to procure the release of any debts of CPLB to it.
Sample 1

Related to Deemed Transfer Notice

  • Transfer Notice At least two (2) Business Days before each Acquisition Date, the Administrator shall deliver to the Depositor, the Issuer and the Indenture Trustee a Transfer Notice for the Additional Receivables to be transferred and absolutely assigned on that Acquisition Date, which will specify the Additional Receivables Transfer Amount, and will have delivered with it an electronic file containing the Schedule of Receivables; and

  • Deemed Notice You agree and acknowledge that any Confirmations, statements, supplementary PDS, and any other written notices will be deemed to have been properly given or made available if sent to the address (including electronic mail address) last notified to us by you or if posted on or provided through the Website or the Trading Platform.

  • Stop-Transfer Notices Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

  • Notice of Restricted Transfer Any Person who acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership of Shares that will or may violate Section 13.2(a) or any Person who would have owned Shares that resulted in a transfer to the Trust pursuant to the provisions of Section 13.2(b) shall immediately give written notice to the Company of such event or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice, and shall provide to the Company such other information as the Company may request in order to determine the effect, if any, of such Transfer or Non-Transfer Event on the Company’s qualification as a REIT.

  • 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.

  • Offer Notice (i) The Company shall give written notice (the “Offering Notice”) to the Sponsor stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities. (ii) The Offering Notice shall constitute the Company’s offer to sell the New Equity Securities to the Sponsor, which offer shall be irrevocable for a period of three (3) business days (the “ROFO Notice Period”).

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

  • Drag-Along Notice Prior to making any Drag-Along Sale in which the Drag-Along Shareholders wish to exercise their rights under this Section 5, the Drag-Along Shareholders shall provide the Company and the Dragged Shareholders with written notice (the “Drag-Along Notice”) not less than thirty (30) days prior to the proposed date of closing of the Drag-Along Sale (the “Drag-Along Sale Date”). The Drag-Along Notice shall set forth: (a) the name and address of the purchasers; (b) the proposed amount and form of consideration to be paid, and the terms and conditions of payment offered by each of the purchasers; (c) the Drag-Along Sale Date; (d) the number of shares held of record by the Drag-Along Shareholders on the date of the Drag-Along Notice which form the subject to be transferred, sold or otherwise disposed of by the Drag-Along Shareholders; and (e) the number of Shares of the Dragged Shareholders to be included in the Drag-Along Sale, as applicable. In the event that the Drag-Along Sale Date does not occur within ninety (90) days after the date of the Drag-Along Notice, the shareholders of the Company shall have no obligations to sell their Shares unless they receive a new Drag-Along Notice or otherwise agree with the purchaser(s) in writing.

  • Termination Event; Notice (a) The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including the Holders’ obligation and right to purchase and receive shares of Common Stock and to receive accrued and unpaid Contract Adjustment Payments (including any deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon)), shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, prior to or on the Purchase Contract Settlement Date, a Termination Event shall have occurred. In the event of such a termination of the Purchase Contracts as a result of a Termination Event, Holders of such Purchase Contracts will not have a claim in bankruptcy under the Purchase Contract with respect to the Company’s issuance of shares of Common Stock or the right to receive Contract Adjustment Payments. (b) Upon and after the occurrence of a Termination Event, the Units shall thereafter represent the right to receive the Notes (or security entitlements with respect thereto) underlying the Applicable Ownership Interests in Notes, the Treasury Securities or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forming part of such Units, and any other Collateral, in each case, in accordance with the provisions of Section 3.15. Upon the occurrence of a Termination Event, (i) the Company shall promptly thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Security Register and (ii) the Collateral Agent shall, in accordance with Section 3.15, release the Notes (or security entitlements with respect thereto) underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio) forming a part of each Corporate Unit or the Treasury Securities forming a part of each Treasury Unit, as the case may be, and any other Collateral from the Pledge.

  • Termination Upon Notice Following thirty (30) days’ written notice, the State Entity may terminate the Contract in whole or in part without the payment of any penalty or incurring any further obligation to the Contractor. Following termination upon notice, the Contractor shall be entitled to compensation, upon submission of invoices and proper proof of claim, for goods and services provided under the Contract to the State Entity up to and including the date of termination.

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