Common use of Notice of Certain Other Events Clause in Contracts

Notice of Certain Other Events. Counterparty covenants and agrees that: (i) promptly following the public announcement of the results of any election by the holders of Shares with respect to the consideration due upon consummation of any Merger Event, Counterparty shall give Dealer written notice of the types and amounts of consideration that holders of Shares have elected to receive upon consummation of such Merger Event (the date of such notification, the “Consideration Notification Date”); provided that in no event shall the Consideration Notification Date be later than the date on which such Merger Event is consummated; and (ii) promptly following any adjustment to the Convertible Notes in connection with any Potential Adjustment Event, Merger Event or Tender Offer, Counterparty shall give Dealer written notice of the details of such adjustment.

Appears in 41 contracts

Samples: Base Call Option Transaction (Workday, Inc.), Additional Call Option Transaction (Workday, Inc.), Call Option Transaction (ServiceNow, Inc.)

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Notice of Certain Other Events. Counterparty covenants and agrees that: (i) promptly following the public announcement of the results of any election by the holders of Shares with respect to the consideration due upon consummation of any Merger Event, Counterparty shall give Dealer written notice of the weighted average of the types and amounts of consideration that received by holders of Shares have elected to receive upon consummation of such Merger Event (the date of such notification, the “Consideration Notification Date”); provided that in no event shall the Consideration Notification Date be later than the date on which such Merger Event is consummated; and (ii) promptly following any adjustment to the Convertible Notes in connection with any Potential Adjustment Event, Merger Event or Tender Offer, Counterparty shall give Dealer written notice of the details of such adjustment.

Appears in 8 contracts

Samples: Call Option Transaction (On Semiconductor Corp), Call Option Transaction (On Semiconductor Corp), Call Option Transaction (Invacare Corp)

Notice of Certain Other Events. Counterparty covenants and agrees that: (i) promptly following the public announcement of the results of any election by the holders of Shares with respect to the consideration due upon consummation of any Merger Event, Counterparty shall give Dealer written notice of the types and amounts of consideration that holders of Shares have elected to receive upon consummation of such Merger Event (the date of such notification, the “Consideration Notification Date”); provided that in no event shall the Consideration Notification Date be later than the date on which such Merger Event is consummated; and (ii) promptly following any adjustment to the Convertible Notes in connection with any Potential Adjustment EventEvent (other than a stock split or equivalent transaction) or, Merger Event or Tender OfferEvent, Counterparty shall give Dealer written notice of the details of such adjustment.

Appears in 8 contracts

Samples: Base Call Option Transaction (Shutterfly Inc), Base Call Option Transaction (Shutterfly Inc), Call Option Transaction (Shutterfly Inc)

Notice of Certain Other Events. Counterparty covenants and agrees that: (i) promptly following the public announcement of the results of any election by the holders of Shares with respect to the consideration due upon consummation of any Merger Event, Counterparty shall give Dealer written notice of the types and amounts of consideration that holders of Shares have elected to receive upon consummation of such Merger Event (the date of such notification, the “Consideration Notification Date”); provided that in no event shall the Consideration Notification Date be later than the date on which such Merger Event is consummated; and (ii) promptly following any adjustment to the Convertible Notes in connection with any Potential Adjustment Event, Merger Event or Tender OfferMerger Event, Counterparty shall give Dealer written notice of the details of such adjustment.

Appears in 8 contracts

Samples: Base Call Option Transaction (Amag Pharmaceuticals Inc.), Call Option Transaction (Amag Pharmaceuticals Inc.), Base Call Option Transaction (Amag Pharmaceuticals Inc.)

Notice of Certain Other Events. Counterparty covenants and agrees that: (i) promptly following the public announcement of the results of any election by the holders of Shares with respect to the consideration due upon consummation of any Merger Event, Counterparty shall give Dealer written notice of the types and amounts of consideration that holders of Shares have affirmatively elected to receive upon consummation of such Merger Event (the date of such notification, the “Consideration Notification Date”); provided that in no event shall the Consideration Notification Date be later than the date on which such Merger Event is consummated; and (ii) promptly following any adjustment to the Convertible Notes in connection with any Potential Adjustment Event, Merger Event or Tender Offer, Counterparty shall give Dealer written notice of the details of such adjustment.

Appears in 4 contracts

Samples: Additional Cash Convertible Bond Hedge Transaction (Liberty Media Corp), Base Cash Convertible Bond Hedge Transaction (Liberty Media Corp), Base Cash Convertible Bond Hedge Transaction (Liberty Media Corp)

Notice of Certain Other Events. Counterparty covenants and agrees that: (i) promptly following the public announcement of the results of any election by the holders of Shares with respect to the consideration due upon consummation of any Merger Event, Counterparty shall give Dealer written notice of the types and amounts of consideration that holders of Shares have elected to receive upon consummation of such Merger Event (the date of such notification, the “Consideration Notification Date”); provided that in no event shall the Consideration Notification Date be later than the date on which such Merger Event transaction or event is consummated; and (ii) promptly following any adjustment to the Convertible Notes in connection with any Potential Adjustment Event (other than a stock split or equivalent transaction) or Merger Event, Merger Event or Tender Offer, Counterparty shall give Dealer written notice of the details of such adjustment.

Appears in 4 contracts

Samples: Base Call Option Transaction (Chart Industries Inc), Base Call Option Transaction (Chart Industries Inc), Base Capped Call Option Transaction (Chart Industries Inc)

Notice of Certain Other Events. Counterparty covenants and agrees that: (i) promptly following the public announcement of the results of any election by the holders of any Shares comprising the Basket with respect to the consideration due upon consummation of any Merger Event, Counterparty shall give Dealer written notice of the types and amounts of consideration that holders of such Shares have affirmatively elected to receive upon consummation of such Merger Event (the date of such notification, the “Consideration Notification Date”); provided that in no event shall the Consideration Notification Date be later than the date on which such Merger Event is consummated; and (ii) promptly following any adjustment to the Convertible Notes in connection with any Potential Adjustment Event, Merger Event or Tender Offer, Counterparty shall give Dealer written notice of the details of such adjustment.

Appears in 4 contracts

Samples: Additional Cash Convertible Bond Hedge Transaction (Liberty Media Corp), Additional Cash Convertible Bond Hedge Transaction (Liberty Media Corp), Base Cash Convertible Bond Hedge Transaction (Liberty Media Corp)

Notice of Certain Other Events. Counterparty covenants and agrees that: (i) promptly following the public announcement of the results of any election by the holders of Shares with respect to the consideration due upon consummation of any Merger Event, Counterparty shall give Dealer written notice of the weighted average of the types and amounts of consideration that actually received by holders of Shares have elected to receive upon consummation of such Merger Event (the date of such notification, the “Consideration Notification Date”); provided that in no event shall the Consideration Notification Date be later than the date on which such Merger Event is consummated; and (ii) promptly following any adjustment to the Convertible Notes in connection with any Potential Adjustment Event, Merger Event or Tender Offer, Counterparty shall give Dealer written notice of the details of such adjustment.

Appears in 2 contracts

Samples: Call Option Transaction (Palo Alto Networks Inc), Call Option Transaction (Palo Alto Networks Inc)

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Notice of Certain Other Events. Counterparty covenants and agrees that: (i) promptly following the public announcement of the results of any election by the holders of Shares with respect to the consideration due upon consummation of any Merger Event, Counterparty shall give Dealer written notice of the weighted average of the types and amounts of consideration that actually received by holders of Shares have elected to receive upon consummation of such Merger Event (the date of such notification, the “Consideration Notification Date”); provided that in no event shall the Consideration Notification Date be later than the date on which such Merger Event is consummated; and (ii) promptly following any adjustment to the Convertible Notes in connection with any Potential Adjustment Event, Merger Event or Tender Offer, Counterparty shall give Dealer written notice of the details of such adjustment.

Appears in 2 contracts

Samples: Call Option Transaction (Alnylam Pharmaceuticals, Inc.), Call Option Transaction (Radius Global Infrastructure, Inc.)

Notice of Certain Other Events. Counterparty covenants and agrees that: (i) promptly following the public announcement of the results of any election by the holders of Shares with respect to the consideration due upon consummation of any Merger Event, Counterparty shall give Dealer written notice of the types and amounts of consideration that holders of Shares have elected to receive upon consummation of such Merger Event (the date of such notification, the "Consideration Notification Date"); provided that in no event shall the Consideration Notification Date be later than the date on which such Merger Event is consummated; and (ii) promptly following any adjustment to the Convertible Notes in connection with any Potential Adjustment Event, Merger Event or Tender Offer, Counterparty shall give Dealer written notice of the details of such adjustment.

Appears in 2 contracts

Samples: Call Option Transaction (Healthways, Inc), Call Option Transaction (Healthways, Inc)

Notice of Certain Other Events. Counterparty covenants and agrees that: (i) promptly following the public announcement of the results of any election by the holders of Shares with respect to the consideration due upon consummation of any Merger Event, Counterparty shall give Dealer written notice of the weighted average of the types and amounts of consideration that actually received by holders of Shares have elected to receive upon consummation of such Merger Event (the date of such notification, the “Consideration Notification Date”); provided that in no event shall the Consideration Notification Date be later than the date on which such Merger Event is consummated; and (ii) promptly following any adjustment to the Convertible Notes in connection with any Potential Adjustment Event, Merger Event or Tender Offer, Counterparty shall, or Counterparty shall cause Counterparty to, give Dealer written notice of the details of such adjustment.

Appears in 2 contracts

Samples: Base Call Option Transaction (INPHI Corp), Call Option Transaction (INPHI Corp)

Notice of Certain Other Events. Counterparty covenants and agrees that: (i) promptly following the public announcement of the results of any election by the holders of Shares with respect to the consideration due upon consummation of any Merger Event, Counterparty shall give Dealer written notice of the weighted average of the types and amounts of consideration that actually received by the holders of Shares have elected to receive upon consummation of such Merger Event (the date of such notification, the “Consideration Notification Date”); provided that in no event shall the Consideration Notification Date be later than the date on which such Merger Event is consummated; and (ii) promptly following any adjustment to the terms of the Convertible Notes as set forth in the Indenture in connection with any Potential Adjustment Event, Merger Event or Tender Offer, Counterparty shall give Dealer written notice of the details of such adjustment.

Appears in 2 contracts

Samples: Base Call Option Transaction (Twitter, Inc.), Base Call Option Transaction (Twitter, Inc.)

Notice of Certain Other Events. Counterparty covenants and agrees that: (i) : promptly following the public announcement of the results of any election by the holders of Shares with respect to the consideration due upon consummation of any Merger Event, Counterparty shall give Dealer written notice of the types and amounts of consideration that holders of Shares have elected to receive upon consummation of such Merger Event (the date of such notification, the "Consideration Notification Date"); provided that in no event shall the Consideration Notification Date be later than the date on which such Merger Event is consummated; and (ii) and promptly following any adjustment to the Convertible Notes in connection with any Potential Adjustment Event, Merger Event or Tender Offer, Counterparty shall give Dealer written notice of the details of such adjustment.

Appears in 1 contract

Samples: Call Option Transaction (Servicesource International, Inc.)

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