Notice of Certain Sales Sample Clauses

Notice of Certain Sales. (a) From the date of this Agreement and until the date that the JDSU Group ceases to own any Retained Shares, in the event that JDSU intends to sell 1% or more of the outstanding stock of Lumentum (as of the date of this Agreement) in any continuous thirty (30) calendar day period in a privately negotiated transaction and not through quotation for sale on a listed exchange (a “Qualified Private Sale”), JDSU shall provide Lumentum ten (10) business days’ notice of such Qualified Private Sale, including the identity of the proposed purchaser and amount of shares proposed to be sold, provided that Lumentum may consent to shorten such notice period, such consent not to be unreasonably conditioned, delayed or withheld.
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Notice of Certain Sales. If one or more Members (the "Selling Members") proposes to Transfer Units representing 50% or more of the outstanding Units of the Company in one or more related arms'-length transactions to any Person that is not an Affiliate of any of the Selling Members (a "Transaction"), then the Selling Members shall give written notice (the "Co-Sale Notice") to the Company and to each of the Members that is not a Selling Member (the "Non-Selling Members") at least 30 calendar days prior to the closing of such Transfer. The Co-Sale Notice shall describe in reasonable detail (i) the identification of the Selling Members, (ii) the Selling Member to which the Non-Selling Members shall direct all notices pursuant to this Article V (the "Selling Members Representative") and (iii) the proposed Transfer including the nature of such Transfer, the proposed closing date of such Transfer, the consideration to be paid, whether such consideration is to be paid in one lump sum or installments, the name and address of each prospective Transferee (the "Co-Sale Transferee"), and the other material terms of the Transfer (the "Co-Sale Terms").
Sample 1
Notice of Certain Sales. If one or more of the Class B Members (the "Selling Class B Members") proposes to Transfer Class B Units representing 50% or more of the outstanding Class B Units in one or more related arms'-length transactions to any Person that is not an Affiliate of any of the Selling Class B Members, then the Selling Class B Members shall give written notice (the "Co-Sale Notice") to the Company and to each of the Class B Members that is not a Selling Class B Member (the "Non-Selling Members") at least 30 calendar days prior to the closing of such Transfer. The Co-Sale Notice shall describe in reasonable detail (i) the identification of the Selling Class B Members, (ii) the Selling Class B Member to which the Non-Selling Members shall direct all notices pursuant to this Article 13 (the "Selling Class B Members Representative") and (iii) the proposed Transfer including, without limitation, the nature of such Transfer, the proposed closing date of such Transfer, the consideration to be paid, whether such consideration is to be paid in one lump sum or installments, the name and address of each prospective Transferee (the "Co-Sale Transferee"), and the other material terms of the Transfer (the "Co-Sale Terms").
Sample 1
Notice of Certain Sales. To the extent that WCAS VII determines, in its sole discretion, that so notifying the Founder Stockholders is practicable under the circumstances and will not in any way be adverse to its interests, it intends to endeavor to notify the Founder Stockholders of its intention to sell any of the shares of Common Stock or Preferred Stock owned by it for the purpose of allowing the Founder Stockholders the opportunity to consider the acquisition of all such shares, it being understood that WCAS VII reserves the right to sell any or all of the shares of Common or Preferred Stock owned by it to any person and at any time and under any terms and conditions as it shall determine in its sole discretion to be in its own best interest. This Section 3 shall not be deemed to create a contractual obligation on the part of WCAS VII or right of first refusal requiring WCAS VII to offer the shares to the Founder Stockholders.
Sample 1
Notice of Certain Sales. If one or more of the Class B Members (the “Selling Class B Members”) proposes to Transfer Class B Units representing 50% or more of the outstanding Class B Units in one or more related arms’-length transactions to any Person that is not an Affiliate of any of the Selling Class B Members, then the Selling Class B Members shall give written notice (the “Co-Sale Notice”) to the Company and to each of the Class B Members that is not a Selling Class B Member (the “Non-Selling Members”) at least 30 calendar days prior to the closing of such Transfer. The Co-Sale Notice shall describe in reasonable detail
Sample 1
Notice of Certain Sales. The Apollo Stockholders or ----------------------- the Blackstone Stockholders, as applicable, shall promptly provide notice to the Greenwich Stockholders and the DLJ Stockholders following the sale of Additional Shares by such Apollo Stockholders or Blackstone Stockholders, as applicable, the net proceeds of which exceed $20 million in a calendar quarter (when taken together will all prior sales in such calendar quarter by the Apollo Stockholders or the Blackstone Stockholders, as applicable).
Sample 1
Notice of Certain Sales. If one or more of the Members (the "Selling Members") proposes to Transfer Membership Interests representing a Majority Interest in one or more related arms'-length transactions to any Person that is not an Affiliate of any of the Members, then the Selling Members shall give written notice (the "Co-Sale Notice") to the Company and to each of the Members that is not a Selling Member (the "Non-Selling Members") at least 30 calendar days prior to the closing of such Transfer. The Co-Sale Notice shall describe in reasonable detail (i) the identification of the Selling Members, (ii) the Selling Member to which the Non-Selling Members shall direct all notices pursuant to this Article 13 (the "Selling Members Representative") and (iii) the proposed Transfer including, without limitation, the nature of such Transfer, the proposed closing date of such Transfer, the consideration to be paid, whether such consideration is to be paid in one lump sum or installments, the name and address of each prospective Transferee (the "Co-Sale Transferee"), and the other material terms of the Transfer (the "Co-Sale Terms").
Sample 1
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Related to Notice of Certain Sales

  • Notice of Certain Actions The Company will not, without the prior written consent of the Agent, unless it gives the Agent at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreements, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

  • Notice of Certain Events If the Company proposes at any time to:

  • Notice of Certain Matters Give Agent written notice of the following promptly after any executive officer of Borrower shall become aware of the same:

  • Prior Notice of Certain Events In case:

  • Notice of Certain Transactions In the event that:

  • Notice of Certain Costs Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Section 2.10, 2.11, 3.5 or 5.4 is given by any Lender more than 180 days after such Lender has knowledge (or should have had knowledge) of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amounts described in such Sections, such Lender shall not be entitled to compensation under Section 2.10, 2.11, 3.5 or 5.4, as the case may be, for any such amounts incurred or accruing prior to the 181st day prior to the giving of such notice to the Borrower.

  • Notice of Certain Other Events Counterparty covenants and agrees that:

  • Notice of Certain Proposed Filings The Company will not file any amendment or supplement to the Registration Statement or the Final Prospectus prior to the Closing Date to which the Representative reasonably objects promptly after reasonable notice thereof, unless in the opinion of counsel to the Company such amendment or supplement is required by law; provided, however, that the foregoing requirement shall not apply to any of the Company’s periodic filings with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, other than filings of Current Reports on Form 8 K (to which the foregoing requirement shall apply), copies of which filings the Company will cause to be delivered to the Representative promptly after being transmitted for filing with the SEC. Neither the Representative’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 of this Agreement.

  • Notice of Certain Actions by Consent If in accordance with the provisions of the Declaration of Trust any action is taken by the Trustees by a written consent of less than all of the Trustees, then prompt notice of any such action shall be furnished to each Trustee who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice.

  • Absence of Certain Events No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

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