Notice of Transaction. The Company shall give each Holder written notice of a Deemed Liquidation (a “Notice of Liquidation Event”) not later than 10 days prior to the stockholders’ meeting called to approve such transaction, or 10 days prior to the closing of such transaction, whichever is earlier, and shall also notify the Holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 2(d), and the Company shall thereafter give such Holders prompt notice of any material changes. The transaction shall in no event take place sooner than 10 days after the Company has given the first notice provided for herein or sooner than 5 days after the Company has given notice of any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of all of the Holders.
Notice of Transaction. The Corporation shall give --------------------- each holder of record of Preferred Stock written notice of such impending transaction not later than twenty (20) days prior to the stockholders' meeting called to approve such transaction, or twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 2, and the Corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) 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; provided, however, that such periods may be shortened or waived upon the written consent of the holders of Preferred Stock that are entitled to such notice rights or similar notice rights and that represent at least a majority of the voting power of all then outstanding shares of such Preferred Stock.
Notice of Transaction. The Company shall give written notice to the Holder at least ten (10) business days prior to the consummation of any transaction within the scope of clause (a) through (c) of this paragraph 4 and provide in such written notice a brief description of the terms and conditions of such transaction.
Notice of Transaction. In the event that the Company receives a proposal for an Unsolicited Transaction that the Company desires to accept or the Company otherwise desires to enter into a letter of intent or binding agreement which could reasonably be expected to result in an Unsolicited Transaction with a [****] Purchaser, then prior to the Company entering into such Unsolicited Transaction the Company shall give written notice thereof to BASIC, which notice shall include the proposed material terms and conditions of such Unsolicited Transaction as proposed by the [****] Purchaser, along with copies of the proposal, letter of intent or binding agreement (and all related exhibits and schedules) relating thereto in Microsoft Word format (the “Company [****] Transaction Notice”), and BASIC shall have a period of fifteen (15) days thereafter to deliver to the Company a written letter of intent setting forth the material terms and conditions of its proposal to consummate a Transaction with the Company on terms and conditions no less favorable to the Company than those outlined in the Company [****] Transaction Notice (the “[****] Transaction Exercise Notice”). Thereafter, the Company shall deliver written notice to BASIC of all changes to the proposed material terms of the Transaction along with revised drafts of each material transaction document relating thereto; provided, however, that no such notice of changes will trigger another fifteen (15) day response period set forth in this Section 6.2(c) or another twenty (20) day negotiation period set forth in Section 6.2(d) below with respect to such Unsolicited Transaction with such [****] Purchaser until the occurrence of the Right Renewal Date (as defined below) with respect to such Unsolicited Transaction with such [****] Purchaser.
Notice of Transaction. In connection with the Closing, Buyer and Seller shall prepare and file all notices that may be required in connection with the transactions contemplated by this Agreement pursuant to the laws, regulations and conditions of the Medicare and Medicaid programs or any other public or private insurance provider.
Notice of Transaction. The Corporation shall give each --------------------- holder of record of Series B-1 Preferred Stock written notice of a deemed liquidation as described in Section 3(c)(i) hereof according to the same terms and subject to the same provisions with respect to the shortening of such notice periods as set forth in Article IV, Section 2(c)(iii) of the Restated Certificate with respect to holders of Series A-1, Series A-2 and Series B Preferred Stock.
Notice of Transaction. Regardless of whether or not any Revenue Participation is due to County, City shall deliver written notice to County of each and every sale or future Long Term Lease for the Property or portion thereof within thirty (30) days after such transaction is consummated (“Notice of Transaction”). Such Notice of Transaction shall be accompanied by a statement by City certifying the amount of consideration paid or payable to City in connection therewith, the amount of Property conveyed and if the applicable transaction is an applicable Long Term Lease, then also other terms of such transaction such as the term, and all rental amounts due thereunder. At County’s request, City shall deliver copies of the purchase contract or applicable Long Term Lease within ten (10) business days after County’s request therefor.
Notice of Transaction. Except for filings made under the HSR Act, if so required, the Target and its Subsidiaries need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of, any Governmental Body in order to consummate the transactions contemplated by this Agreement.
Notice of Transaction. Upon the Optionee identifying a third party which has indicated a desire to place an OEM order or enter into an alliance or partnership with the Company which may result in a Transaction, the Optionee shall notify the Company's President specifying the terms of the Transaction. Upon the request of the Company, the Optionee shall cooperate with the Company in seeking to consummate the Transaction.
Notice of Transaction. If the Company shall at any time while this Warrant remains outstanding (i) subdivide one or more classes of its then outstanding shares of Common Stock Pinto a larger number of shares by any stock split, stock dividend, recapitalization or otherwise, (ii) combine one or more classes of its then outstanding shares of Common Stock into a smaller number of shares by combination, reverse stock split or otherwise, or (iii) pay a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes a distribution on any class, of capital stock that is payable in shares of Common Stock; (iv) enter into a Fundamental Transaction, or (v) issues Purchase Rights, then in each case the Company shall give written notice to the Holder at least seven (7) Business Days prior to the applicable record date or effective date on which a Person would need to be a stockholder in order to participate in or vote with respect to such transaction; provided however, that the failure to deliver such notice or any defect therein shall not invalidate or otherwise affect the validity of any corporate action taken with respect to such transaction or event.
