Investor Notice. At any time during the Commitment Period, provided that there is a balance remaining outstanding under a Promissory Note, the Investor may, by delivering an Investor Notice to the Company, cause an Advance Notice to be deemed delivered to the Investor and the issuance and sale of Shares to the Investor pursuant to an Advance, in accordance with the following provisions:
(i) The Investor shall, in its sole discretion, select the amount of the Advance up to the Maximum Advance Amount applicable to the Investor, and the time it desires to deliver each Investor Notice; provided that the amount of the Advance selected shall not exceed the balance owed under all Promissory Notes outstanding on the date of delivery of the Investor Notice.
(ii) The Purchase Price of the Shares in respect of any Advance Notice deemed delivered pursuant to an Investor Notice shall be equal to the Conversion Price (as defined in the Promissory Note) in effect on the date of delivery of the Investor Notice. The Investor shall pay the Purchase Price for the Shares to be issued pursuant to the Investor Notice by offsetting the amount of the Purchase Price to be paid by the Investor against an equal amount outstanding under a Promissory Note (first towards accrued and unpaid interest, if any, then towards principal).
(iii) Each Investor Notice shall set forth the amount of the Advance requested, the Purchase Price (which shall be equal to the Conversions Price) along with a report by Xxxxxxxxx, L.P. indicating the relevant VWAP used in calculating the Conversion Price, the number of Shares to be issued by the Company and purchased by the Investor, the aggregate amount of accrued and unpaid interest under the subject Promissory Note (if any) that shall be offset by the issuance of Shares, the aggregate amount of principal of the Promissory Note that shall be offset by the issuance of Shares, and the total amount of the Promissory Note that shall be outstanding following the closing of the Advance, and each Investor Notice shall serve as the Settlement Document in respect of such Advance.
(iv) Upon the delivery of an Investor Notice, a corresponding Advance Notice shall simultaneously and automatically be deemed to have been delivered by the Company to the Investor requesting the amount of the Advance set forth in the Investor Notice, and any conditions precedent to such Advance Notice under the terms of this Agreement that have not been satisfied shall be deemed to have been waived by the...
Investor Notice. A form of Investor Notice substantially in the form of Exhibit P hereto to be delivered to the Investors of such Loan Party formed/and or registered under the laws of the Cayman Islands within five (5) Business Days after the Closing Date, pursuant to Section 9.01(n).
Investor Notice. Within five (5) Business Days of (i) the admission of any new Investor in any Loan Party formed under the laws of the Cayman Islands, the applicable Loan Party shall send an Investor Notice to such new Investor (and promptly provide a copy of the same to Administrative Agent within such five (5) Business Days) notifying such Investor of the security interests granted pursuant to the applicable Security Agreement; and (ii) the closing date of this Credit Agreement, each Loan Party formed under the laws of the Cayman Islands shall send an Investor Notice to all applicable Investors (and promptly provide a copy of the same to Administrative Agent within such five (5) Business Days), in each case, solely if required to be delivered in connection with Lien attachment, Lien perfection, Lien priority, or otherwise under Applicable Law of the Cayman Islands.
Investor Notice. At least three Trading Days shall have elapsed since the date of delivery of any Investor Notice.
Investor Notice. If a Bondholder (the "Notifying Bondholder") has delivered to the Paying Agent a valid Investor Notice, the Issuer will be required to instruct the Calculation Agent no later than the second Trading Day following the Investor Notice Date (as defined below) to verify whether a Parity Event or an IA Parity Event, as the case may be, has occurred. In order to be validly given the Investor Notice must be:
(A) received by the Principal Paying Agent no later than at 4:00 p.m. (Frankfurt time) on the fifth Business Day after the last Trading Day of the relevant Reference Period;
(B) delivered by the Notifying Bondholder together with reasonable evidence that a Parity Event or an IA Parity Event has occurred; and
(C) delivered by the Notifying Bondholder together with evidence that the Notifying Bondholder at the time of such notice is a holder of the relevant Bonds by means of a certificate of its Custodian or in any other appropriate manner.
Investor Notice. In connection with the security interest in and to the Collateral granted by Borrowers, Feeder Funds and General Partner, each Borrower, each Feeder Fund and General Partner shall, within thirty (30) calendar days following the Closing Date (and promptly to any additional Investors upon the admission of any such additional Investor), deliver a notice (substantially in the form attached hereto as Exhibit K-1, the “Investor Notice (Cayman)”), to each Investor of a Cayman Islands entity, each Investor Notice informing them of the entry into this Credit Agreement and the relevant Security Agreement(s) and the rights of the Administrative Agent and/or the Borrower, as applicable, to issue Call Notices in accordance with the Organizational Documents of the Borrowers and Feeder Funds.
Investor Notice. In connection with the security interest in and to the Collateral granted by a Feeder Fund (and its general partner, if applicable), that Feeder Fund (and its general partner, if applicable) shall, within thirty (30) calendar days following the Closing Date (and promptly to any additional Investors upon the admission of any such additional Investor), deliver a notice (substantially in the form attached hereto as Exhibit K-1, the “Investor Notice (Cayman)”), to each Investor of a Cayman Islands entity, informing them of the entry into the applicable Feeder Fund Acknowledgment and Confirmation, and the applicable Feeder Fund Security Agreement and the rights of the applicable Borrower to issue Call Notices in accordance with the Organizational Documents of such Feeder Fund; and
Investor Notice. In the event that Investor (which, for purposes of this Section 9 includes Investor, its affiliates and all of its subsidiaries) intends to, directly or indirectly, acquire, or enter into discussions, negotiations, arrangements or understandings with any third party to acquire prior to the expiration of this Section 9 (including, without limitation, the lapse of the negative covenants of this Section 9.1 upon the occurrence of any of the events described in Section 9.1(a) through (c)), beneficial ownership of any Common Stock and any other securities issued by the Company having the ordinary power to vote in the election of directors of the Company (other than securities having such power only upon the happening of a contingency) ("Voting Stock"), any securities convertible into or exchangeable for Voting Stock, or any other right to acquire Voting Stock (except, in any case, by way of stock dividends or other distributions or offerings made available to the holders of Voting Stock generally) and if the effect of such acquisition would be to increase the voting power of all Voting Stock then owned by Investor or which Investor has a right to acquire more than 9.9% of the total voting power of all Voting Stock then outstanding, Investor shall provide to the Company prior written notice of the proposed acquisition of Voting Stock. Such notice shall include the specific terms of the proposed method of acquisition of the securities of the Company or the Spinoff and shall be delivered to the Company four business days prior to the closing of such transaction. Notwithstanding the foregoing, Investor may acquire Voting Stock without first providing the Company with prior written notice upon the following events:
(a) if any person or group not affiliated with Investor and then owning Voting Stock representing at least 5% of the voting power of all Voting Stock then outstanding provides written notice to the Company or files any document with the SEC that contains terms that put the Company reasonably on notice of the likelihood that such person or group has acquired or is proposing to acquire any shares of Voting Stock or the right to acquire shares of Voting Stock having aggregate voting power of more than twenty-five percent (25%) of the total voting power of all shares of Voting Stock then outstanding and, in the case of a proposal to acquire such shares, the proposal and any related offers to purchase shares are not withdrawn or terminated prior to Investor ma...
Investor Notice. The Investor shall have the right to purchase all or some of the shares of Common Stock, Convertible Securities and/or Other Securities which it is entitled to purchase under Section 11.1 or 11.2and shall provide written notice to the company within fifteen (15) Business Days following receipt of the Notice of Issuance of the number of shares of Common Stock, Convertible Securities and/or Other Securities, if any, it intends to purchase pursuant to the proposed issuance (the "Notice of Exercise"). If the Notice of Exercise delivered relates to the Right of First Refusal and states the Investor's intent to purchase less than all of the Common Stock, Convertible Securities or Other Securities being offered to the Third Party Purchaser, the Company will then have fifteen (15) business days to obtain the Third Party Purchaser's agreement to purchase the lesser amount of securities. If the Third Party Purchaser determines not to purchase such lesser amount, the Company will notify the Investor of such determination, and the Investor must, within five (5) Business days of such notice from the Company, either (i) revise the Notice of Exercise to state its intent to purchase all of the Common Stock, Convertible Securities or Other Securities proposed to be issued; or (ii) withdraw the Notice of Exercise and waive its rights under Section 11.2. If the Investor does not give any Notice of Exercise to the Company within the initial fifteen (15) business day period, the Investor shall be deemed to have waived its rights to acquire the securities under Section 11.1 or 11.2 and the Company shall be entitled within a period of forty-five (45) calendar days following the expiry of the fifteen (15) Business Day period to complete the proposed issuance to the Third Party Purchaser(s) on the terms and conditions contained in the Notice of Issuance. If no such issuance is completed within such forty-five (45) calendar day period, the Company will be required to again comply with the provisions of this Article XI before completing any such Issuance.
