Common use of Notice of Liquidation Transaction Clause in Contracts

Notice of Liquidation Transaction. The Corporation shall give each holder of record of Series A-1 Convertible Preferred Stock written notice of any impending Liquidation Transaction not later than ten (10) days prior to the stockholders’ meeting called to approve such Liquidation Transaction, or ten (10) days prior to the closing of such Liquidation Transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such Liquidation Transaction. The first of such notices shall describe the material terms and conditions of the impending Liquidation Transaction and the provisions of this Section 2, and the Corporation shall thereafter give such holders prompt notice of any material changes. Unless such notice requirements are waived, the Liquidation Transaction shall not take place sooner than ten (10) days after the Corporation has given the first notice provided for herein or sooner than ten (10) days after the Corporation has given notice of any material changes provided for herein. Notwithstanding the other provisions of this Certificate, all notice periods or requirements in this Certificate may be shortened or waived, either before or after the action for which notice is required, upon the written consent of the holders of a majority of the voting power of the outstanding shares of Preferred Stock that are entitled to such notice rights.

Appears in 1 contract

Samples: Securities Purchase Agreement (Mso Holdings Inc)

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Notice of Liquidation Transaction. The Corporation shall give each holder of record of Series A-1 Convertible A Preferred Stock, Series A-l Preferred Stock, Series B Preferred Stock, Series B-l Prxxxrred Stock or Series C Preferred Stock written notice of any impending Liquidation Transaction not later than ten (10) 10 days prior to the stockholders’ meeting called to approve such Liquidation Transaction, or ten (10) 10 days prior to the closing of such Liquidation Transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such Liquidation Transaction. The first of such notices shall describe the material terms and conditions of the impending Liquidation Transaction and the provisions of this Section 2, and the Corporation shall thereafter give such holders prompt notice of any material changes. Unless such notice requirements are waived, the Liquidation Transaction shall not take place sooner than ten (10) 10 days after the Corporation has given the first notice provided for herein or sooner than ten (10) 10 days after the Corporation has given notice of any material changes provided for herein. Notwithstanding the other provisions of this these Restated Certificate, all notice periods or requirements in this these Restated Certificate may be shortened or waived, either before or after the action for which notice is required, upon the written consent of the holders of a majority of the voting power of the outstanding shares of Preferred Stock that are entitled to such notice rights.

Appears in 1 contract

Samples: Share Purchase Agreement (WhiteSmoke, Inc.)

Notice of Liquidation Transaction. The Corporation shall give each holder of record of Series A-1 Convertible Preferred Stock written notice of any impending Liquidation Transaction not later than ten (10) 10 days prior to the stockholders’ meeting called to approve such Liquidation Transaction, or ten (10) 10 days prior to the closing of such Liquidation Transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such Liquidation Transaction. The first of such notices shall describe the material terms and conditions of the impending Liquidation Transaction and the provisions of this Section 2, and the Corporation shall thereafter give such holders prompt notice of any material changes. Unless such notice requirements are waivedwaived in writing, the Liquidation Transaction shall not take place sooner than ten (10) 10 days after the Corporation has given the first notice provided for herein or sooner than ten (10) 10 days after the Corporation has given notice of any material changes provided for herein. Notwithstanding the other provisions of this Restated Certificate, all notice periods or requirements in this Restated Certificate may be shortened or waived, either before or after the action for which notice is required, upon the written consent of the holders of a majority of the voting power each of the outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series C-1 Preferred Stock, each voting as a separate class, that are entitled to such notice rights.

Appears in 1 contract

Samples: Series D Preferred Stock Purchase Agreement (Neothetics, Inc.)

Notice of Liquidation Transaction. The Corporation shall give each holder of record of Series A-1 Convertible A Preferred Stock, Series A-l Preferred Stock, Series B Preferred Stock, Series B-x Preferred Stock or Series C Preferred Stock written notice of any impending Liquidation Transaction not later than ten (10) 10 days prior to the stockholders’ meeting called to approve such Liquidation Transaction, or ten (10) 10 days prior to the closing of such Liquidation Transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such Liquidation Transaction. The first of such notices shall describe the material terms and conditions of the impending Liquidation Transaction and the provisions of this Section 2, and the Corporation shall thereafter give such holders prompt notice of any material changes. Unless such notice requirements are waived, the Liquidation Transaction shall not take place sooner than ten (10) 10 days after the Corporation has given the first notice provided for herein or sooner than ten (10) 10 days after the Corporation has given notice of any material changes provided for herein. Notwithstanding the other provisions of this these Restated Certificate, all notice periods or requirements in this these Restated Certificate may be shortened or waived, either before or after the action for which notice is required, upon the written consent of the holders of a majority of the voting power of the outstanding shares of Preferred Stock that are entitled to such notice rights.

Appears in 1 contract

Samples: Share Purchase Agreement (WhiteSmoke, Inc.)

Notice of Liquidation Transaction. The Corporation shall give each holder of record of Series A-1 Convertible A or Series B Preferred Stock written notice of any impending Liquidation Transaction not later than ten (10) 10 days prior to the stockholders’ meeting called to approve such Liquidation Transaction, or ten (10) 10 days prior to the closing of such Liquidation Transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such Liquidation Transaction. The first of such notices shall describe the material terms and conditions of the impending Liquidation Transaction and the provisions of this Section 2, and the Corporation shall thereafter give such holders prompt notice of any material changes. Unless such notice requirements are waived, the Liquidation Transaction shall not take place sooner than ten (10) 10 days after the Corporation has given the first notice provided for herein or sooner than ten (10) 10 days after the Corporation has given notice of any material changes provided for herein. Notwithstanding the other provisions of this Certificatethese Restated Articles of Incorporation, all notice periods or requirements in this Certificate these Restated Articles of Incorporation may be shortened or waived, either before or after the action for which notice is required, upon the written consent of the holders of a majority of the voting power of the outstanding shares of Preferred Stock that are entitled to such notice rights.

Appears in 1 contract

Samples: Series B Preferred Stock Purchase Agreement (WhiteSmoke, Inc.)

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Notice of Liquidation Transaction. The Corporation shall give each holder of record of Series A-1 Convertible Preferred Stock written notice of any impending Liquidation Transaction not later than ten (10) 10 days prior to the stockholders’ meeting called to approve such Liquidation Transaction, or ten (10) 10 days prior to the closing of such Liquidation Transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such Liquidation Transaction. The first of such notices shall describe the material terms and conditions of the impending Liquidation Transaction and the provisions of this Section 2, and the Corporation shall thereafter give such holders prompt notice of any material changes. Unless such notice requirements are waived, the Liquidation Transaction shall not take place sooner than ten (10) 10 days after the Corporation has given the first notice provided for herein or sooner than ten (10) 10 days after the Corporation has given notice of any material changes provided for herein. Notwithstanding the other provisions of this CertificateRestated Certificate of Incorporation, all notice periods or requirements in this Restated Certificate of Incorporation may be shortened or waived, either before or after the action for which notice is required, upon the written consent of the holders of a majority of the voting power of the then outstanding shares of Preferred Stock (voting together as a single class and on an as-converted basis) that are entitled to such notice rights; provided, that, notice periods or requirements with respect to holders of a particular series of Preferred Stock required pursuant to this Restated Certificate of Incorporation may only be waived by such series of Preferred Stock.

Appears in 1 contract

Samples: Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc)

Notice of Liquidation Transaction. The Corporation shall give each holder of record of Series A-1 Convertible Preferred Stock written notice of any impending Liquidation Transaction not later than ten (10) days prior to the stockholders’ meeting called to approve such Liquidation Transaction, or ten (10) days prior to the closing of such Liquidation Transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such Liquidation Transaction. The first of such notices shall describe the material terms and conditions of the impending Liquidation Transaction and the provisions of this Section 2, and the Corporation shall thereafter give such holders prompt notice of any material changes. Unless such notice requirements are waived, the Liquidation Transaction shall not take place sooner than ten (10) days after the Corporation has given the first notice provided for herein or sooner than ten (10) days after the Corporation has given notice of any material changes provided for herein. Notwithstanding the other provisions of this CertificateRestated Certificate of Incorporation, all notice periods or requirements in this Restated Certificate of Incorporation may be shortened or waived, either before or after the action for which notice is required, upon the written consent of the holders of at least a majority of the voting power of the then outstanding shares of Preferred Stock (voting together as a single class and on an as-converted basis) that are entitled to such notice rights; provided, that, notice periods or requirements with respect to holders of a particular series of Preferred Stock required pursuant to this Restated Certificate of Incorporation may only be waived by such series of Preferred Stock.

Appears in 1 contract

Samples: Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc)

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