Effect of service of an Annual Transfer Notice Sample Clauses

Effect of service of an Annual Transfer Notice. Within 10 Business Days following receipt of an Annual Transfer Notice, each Minority Investor shall notify Ingredion and the Company in writing whether it accepts the Ingredion Annual Repurchase Price or whether it is immediately referring the determination of the fair value of the Annual Repurchase Shares to the Expert for determination in accordance with Schedule 4. If the relevant Minority Investor does not give such notice within such time period, it is deemed that the relevant Minority Investor has accepted the Ingredion Annual Repurchase Price. If referred to the Expert, the provisions on Schedule 4 shall apply in respect of the determination of the Annual Repurchase Fair Price.
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Effect of service of an Annual Transfer Notice. (a) Subject to clause 20.5(b), service of an Annual Transfer Notice constitutes an offer by Ingredion to buy from each Minority Investor such Minority Investor's pro- rata percentage (as between the Minority Investors) of the Annual Repurchase Shares at the Annual Repurchase Price. (b) Save where Ingredion expressly gives its consent in writing at the relevant time, Ingredion shall not be bound to buy from a Minority Investor, and a Minority Investor is not permitted to accept the offer in an Annual Transfer Notice, in each case in respect of that Minority Investor's B Shares in excess of its pro-rata percentage (as between the Minority Investors) of 6.25% (in aggregate) of the Investor Shares that were in issue as at the Effective Date), if in the same calendar year (excluding the calendar year commencing 1 January 2025) a Minority Investor has also exercised its Put Option and if, as a result thereof, such Minority Investor is selling, or attempting to sell, to Ingredion, in a single calendar year (excluding the calendar year commencing 1 January 2025) more than that Minority Investor's pro-rata percentage (as between the Minority Investors) of 6.25% (in aggregate) of the Investor Shares that were in issue as at the Effective Date.
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Related to Effect of service of an Annual Transfer Notice

  • Venue Limitation for TIPS Sales Vendor agrees that if any "Venue" provision is included in any TIPS Sale Agreement/contract between Vendor and a TIPS Member, that clause must provide that the "Venue" for any litigation or alternative dispute resolution shall be in the state and county where the TIPS Member operates unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing a “Venue” clause that conflicts with these terms is rendered void and unenforceable.

  • Notice of Change in Exercise Price The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Financial Officer.

  • Termination for Cause with Notice to Cure Requirement Contractor may terminate this contract for the Department’s failure to perform any of its duties under this contract after giving the Department written notice of the failure. The written notice must demand performance of the stated failure within a specified period of time of not less than 30 days. If the demanded performance is not completed within the specified period, the termination is effective at the end of the specified period.

  • YOUR BILLING RIGHTS - KEEP THIS NOTICE FOR FUTURE USE This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act.

  • NOTICE OF STOCK OPTION GRANT Name: Address:

  • Renewal Notice; Notification of Changes Subject to governing law, XOOM can renew this Agreement with new or revised Terms. XOOM will send you written notice at least (30) days before the end of the Term. The notice will specify the date by which you must advise XOOM if you do not want to renew your Agreement. If you do not advise XOOM by the specified date, this Agreement will automatically renew at the fixed rate or variable rate then in effect in accordance with the notice. XOOM reserves the right, with fifteen (15) days’ notice, to amend this Agreement to adjust its service to accommodate any change in regulations, law, tariff or other change in procedure required by any third party that may affect XOOM’s ability to continue to serve you under this Agreement.

  • Notice and Effect of Material Events The Company will immediately notify each Initial Purchaser, and confirm such notice in writing, of (x) any filing made by the Company of information relating to the offering of the Securities with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) prior to the completion of the placement of the Securities by the Initial Purchasers as evidenced by a notice in writing from the Initial Purchasers to the Company, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries which (i) make any statement in the Final Offering Memorandum (as amended or supplemented) false or misleading or (ii) are not disclosed in the Final Offering Memorandum (as amended or supplemented). In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Company, its counsel, the Initial Purchasers or counsel for the Initial Purchasers, to amend or supplement the Final Offering Memorandum in order that the Final Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the Final Offering Memorandum by preparing and furnishing to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Final Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchasers) so that, as so amended or supplemented, the Final Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a Subsequent Purchaser, not misleading.

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

  • Notice of Change in Control The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of Notes. Such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (b) of this Section 8.8 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.8.

  • 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.

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