Notice of an Eligible Offering Sample Clauses

Notice of an Eligible Offering. Before issuing any securities pursuant to an Eligible Offering, the Company shall give written notice thereof to the Purchaser. Such notice must specify the security or securities the Company proposes to issue and the consideration that the Company intends to receive for such security or securities. For a period of twenty (20) days following the delivery of such notice, the Purchaser shall be entitled, by written notice to the Company, to purchase the Purchaser's Portion, determined in accordance with Section 8.1. If any such election is made by the Purchaser, the Company shall sell to the Purchaser, and the Purchaser shall purchase from the Company, for the consideration and on the terms set forth in the Company's notice of such Eligible Offering, which shall be no less favorable than those available to any other Person under the Eligible Offering, the number of securities that the Purchaser has elected to purchase. The Company may sell the remainder of the securities to be sold in the Eligible Offering pursuant to the provisions set forth in Section 8.3.
Sample 1
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Notice of an Eligible Offering. Before issuing any securities pursuant to an Eligible Offering, the Company shall give written notice thereof to the Purchaser. Such notice must specify the security or securities the Company proposes to issue and the consideration that the Company intends to receive for such security or securities. For a period of ten (10) Business Days following the delivery of such notice, the Purchaser shall be entitled, by written notice to the Company, to elect to purchase up to the portion of the securities being sold in the Eligible Offering calculated in accordance with Section 8.1. In the event of a material change in the terms of such Eligible Offering during the ten (10) Business Days following such notice, the Purchaser shall have an additional ten (10) Business Days following the Purchaser's notice of such material change to make its election. If any such election is made by the Purchaser, the Company shall sell to the Purchaser, and the Purchaser shall purchase from the Company, for the consideration and on the terms set forth in the Company's notice of such Eligible Offering, the number of securities that the Purchaser has elected to purchase. The Company may sell the remainder of the securities to be sold in the Eligible Offering, if any, pursuant to the provisions set forth in Section 8.3.
Sample 1
Notice of an Eligible Offering. Before issuing any securities pursuant to an Eligible Offering, the Company shall give written notice thereof to each Equity Holder. Such notice must specify the security or securities the Company proposes to issue and the consideration that the Company intends to receive for such security or securities and if such securities would constitute voting securities under the HSR Act shall offer to each Equity Holder the option to purchase non-voting securities freely convertible into such voting securities (with the terms of such non-voting securities to be reasonably acceptable to any Equity Holder that indicates a desire to purchase such non-voting securities). For a period of 15 Business Days following the delivery of such notice, each Equity Holder shall be entitled, by written notice to the Company, to elect to purchase up to the portion of the securities being sold in the Eligible Offering calculated in accordance with Section 3(a). If any such election is made by any Equity Holder, the Company shall sell to such Equity Holder, and such Equity Holder shall purchase from the Company, for the consideration and on the terms set forth in the Company's notice of such Eligible Offering, the number of securities that such Equity Holder has elected to purchase. The Company may sell the remainder of the securities to be sold in the Eligible Offering, if any, pursuant to the provisions set forth in Section 3(c).
Sample 1

Related to Notice of an Eligible Offering

  • Notice of Change in Control or Control Event The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control or Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to subparagraph (b) of this Section 8.3. If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (c) of this Section 8.3 and shall be accompanied by the certificate described in subparagraph (g) of this Section 8.3.

  • 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.

  • Rejection of Any Subscription or Termination of the Offering No later than three (3) business days after receipt by NCPS of written notice (i) from Issuer that the Issuer intends to reject a Subscriber’s subscription, (ii) from Issuer and Broker that there will be no closing of the sale of Securities to Subscribers, (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied, or (iv) from the Securities and Exchange Commission or any other federal or state regulatory authority that a stop or similar order has been issued with respect to the Offering Document and has remained in effect for at least twenty (20) days, NCPS shall pay to the applicable Subscriber(s), by ACH , the amount of the Cash Investment paid by each Subscriber.

  • TERMINATION OF THE OFFERING The undersigned understands that the Company may terminate the offering at any time and for any reason. If the offering is so terminated, and the Company is holding subscriptions that have not been accepted by an authorized representative of the Company, together with the un-accepted subscription agreements, then in that event the subscriptions so held shall be returned without any interest earned thereon.

  • Notice of Voluntary Termination or Reduction The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of a Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

  • Notice of Material Event The Seller shall promptly inform the Purchaser in writing of the occurrence of any of the following, in each case setting forth the details thereof and what action, if any, the Seller proposes to take with respect thereto:

  • Suspension or Termination of Offering The Dealer Manager agrees, and will require that each of the Participating Dealers agree, to suspend or terminate the offering and sale of the Primary Shares upon request of the Company at any time and to resume offering and sale of the Primary Shares upon subsequent request of the Company.

  • Notice of Voluntary Termination Promptly upon the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the PBGC in connection with the termination of any Plan.

  • Transfer to Avoid Termination Event If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

  • Notice of the Occurrence of a Make-Whole Fundamental Change The Company will notify the Holders, the Trustee and the Conversion Agent of each Make-Whole Fundamental Change (i) occurring pursuant to clause (A) of the definition thereof in accordance with Section 5.01(C)(i)(3)(b); and (ii) occurring pursuant to clause (B) of the definition thereof in accordance with Section 4.03(F).

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