Delivery of Lateral Opportunity Notice Sample Clauses

Delivery of Lateral Opportunity Notice. Any Member may propose that Manta Ray or Nautilus, as applicable, undertake a Lateral Opportunity by delivering written notice (a "Lateral Opportunity Notice") to Manta Ray or Nautilus, as applicable, and each of the Members. (A) A Lateral Opportunity Notice involving the connection solely of third party production shall include the proposed terms and conditions of such transactions, which terms shall, at minimum, (x) reflect an arms length transaction on reasonably fair terms, independent of any other transaction, and (y) be no less favorable to Nautilus or Manta Ray as applicable than the Lateral Opportunity offered to such Member. The Lateral Opportunity Notice shall also contain reasonably sufficient operational and financial information and other details to allow the Members to make a reasonably informed decision with respect to such Lateral Opportunity. Such Lateral Opportunity Notice shall (i) state whether such Lateral Opportunity is, directly or indirectly, related in any way to any past, current or contemplated transaction involving the Member delivering such notice (including its Affiliates), (ii) contain a statement, if true, that the Member is not aware of any undisclosed benefits expected to accrue to the Member or its Affiliates as a result of such Lateral Opportunity or, if the delivering Member is unable to make such statement, the notice shall disclose the existence, but not the details of such other benefits, and (iii) contain only financial projections prepared in good faith based upon assumptions relating to such Lateral Opportunity believed by the Member to be reasonable. (B) A Lateral Opportunity Notice involving the connection of any production of a Member or its Affiliates that must be offered to Nautilus or Manta Ray as applicable under the terms of Section 15.1(a) shall include the proposed terms and conditions of such transactions, which terms shall be no less favorable to the Company than the Lateral Opportunity offered to such Member. The Lateral Opportunity
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Related to Delivery of Lateral Opportunity 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 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).

  • Delivery Notice Notice of the Aircraft's Delivery Date, given by the Lessee as provided in Section 3.01 of the Participation Agreement and including any notice with respect to a postponed Delivery Date given by the Lessee pursuant to Section 3.05(c) of the Participation Agreement.

  • Manner of Giving Notice Each notice, direction, certificate or other communication hereunder (in this Section referred to collectively as “notices” and singly as a “notice”) which any party is required or permitted to give to the other party pursuant to this Agreement shall be in writing and shall be deemed to have been duly and sufficiently given if:

  • Notice, Etc All notices and other communications provided for hereunder shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or email, as follows:

  • Address for Proper Instructions and Special Instructions Proper Instructions and Special Instructions shall be delivered to the Custodian at the address and/or telephone, telecopy or telex number agreed upon from time to time by the Custodian and the applicable Fund.

  • Notice to NASD In the event any person or entity (regardless of any NASD affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company will provide the following to the NASD and EBC prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an "underwriter and related person" with respect to the Company's initial public offering, as such term is defined in Rule 2710 of the NASD's Conduct Rules. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement which the Company will file for purposes of soliciting stockholder approval for the Business Combination.

  • Notice and Opportunity to Cure Notwithstanding the foregoing, it shall be a condition precedent to the Company’s right to terminate Executive’s employment for Cause and Executive’s right to terminate for Good Reason that (i) the party seeking termination shall first have given the other party written notice stating with specificity the reason for the termination (“breach”) and (ii) if such breach is susceptible of cure or remedy, a period of fifteen (15) days from and after the giving of such notice shall have elapsed without the breaching party having effectively cured or remedied such breach during such 15-day period, unless such breach cannot be cured or remedied within fifteen (15) days, in which case the period for remedy or cure shall be extended for a reasonable time (not to exceed an additional thirty (30) days) provided the breaching party has made and continues to make a diligent effort to effect such remedy or cure.

  • Request for Notice The Mortgagor requests that a copy of any statutory notice of default and a copy of any statutory notice of sale hereunder be mailed to the Mortgagor in accordance with the requirements in Section 6.2 of this Mortgage.

  • Regulation M Notice Unless the exceptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are satisfied with respect to the Shares, the Company shall give the Manager at least one Business Day’s prior notice of its intent to sell any Shares in order to allow the Manager time to comply with Regulation M.

  • Distribution or Notice to Representative Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness, the distribution may be made and the notice given to their Representative (if any).

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