Notice of Transactions. The Company shall provide the Holder with at least seven (7) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) any Acquisition of the Company or any liquidation or winding up of the Company, (ii) any declaration of a dividend or distribution, whether in cash, property, stock, or other securities; (iii) any offer for subscription or sale pro rata to the holders of the outstanding shares of Common Stock any additional shares of any class or series of the Company’s stock (other than pursuant to contractual pre-emptive rights); or (iv) the effectiveness of the IPO.
Notice of Transactions. Notwithstanding anything to the contrary herein, including Section 4.8(a), the Company agrees that until the Termination Date:
(a) If the Company determines to explore a possible process for a sale transaction that would, if consummated, constitute a Change of Control of the Company, the Company shall notify the Investor of such process and allow the Investor to participate therein on terms and conditions at least as favorable to the Investor as the most favorable terms and conditions offered to any third party participating therein.
(b) The Company shall not enter into any agreement providing for a Change of Control of the Company, unless the Company notifies the Investor in writing at least five Business Days before taking such action of its intention to do so (it being understood and agreed that any amendment to the financial or other material terms of the proposed Change of Control shall require a new written notice from the Company and the observation of a new five Business Day period under this Section, and that if the Investor makes an offer or proposal within any such five Business Day period, the Board shall consider such offer or proposal in good faith).
Notice of Transactions. Notwithstanding anything to the contrary herein, including Section 4.9, the Company agrees that until the effective date of the termination of the Strategic Alliance Agreement, [***]. * Confidential Treatment Requested
Notice of Transactions. First Place will provide Franklin prior written notice of acquisitions by it or any of its Subsidiaries to acquire, an interest in any company or business (whether by a purchase of assets, purchase of stock or merger), (each an "Acquisition" for purposes of this Section only), involving an aggregate consideration exceeding $5,000,000.
Notice of Transactions. Debtor shall give written notice to the Lender, and will cause both the Company and Pure Nature to give written notice to the Lender, at least ten (10) days prior to (i) any sale, transfer, exchange, lease or other disposal of any of the assets of either the Company and Pure Nature, except the sale of inventory in the ordinary course of business or the sale of obsolete or unused assets, or (ii) the payment of any dividends or distributions to Debtor by either the Company and Pure Nature.
Notice of Transactions. For eighteen (18) Monthly Periods from the date hereof, the Company agrees that prior to entering into each and any definitive agreement for the sale directly or indirectly of any debt, Common Stock or Common Stock Equivalents, primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, to which definitive agreement, or series of related definitive agreements taken together, there are two (2) or more counterparties (not including the Company) (a “Subsequent Transaction”), the Company shall provide reasonable, good faith notice to the Investor (“Offering Notice”) consistent with the notice given to all other potential investors in such Subsequent Transaction, including the relevant terms and conditions of such Subsequent Transaction as are delivered to all other potential investors, and the Investor shall have the right to participate on equivalent terms and conditions in up to 10% of such Subsequent Transaction by delivering notice to the Company by such deadline (the “Participation Deadline”) as shall be determined by the underwriter or the investment banker involved in the transaction, or in the absence of either an underwriter or an investment banker, the Company, and applicable to all potential investors in such Subsequent Transaction, which notice from Investor shall indicate Investor’s intention to participate in the Subsequent Transaction and the amount of its participation. In the event that the Investor does not provide notice prior to the Participation Deadline and the Company does not enter into such Subsequent Transaction within five (5) Business Days from the Offering Notice, the Company shall again be required to provide an Offering Notice as set forth herein. The Company shall deliver an Offering Notice for each and any Subsequent Transaction and agrees that it shall not execute any definitive documentation for any Subsequent Transaction whatsoever, unless it has first complied with this Section 5(j). Notwithstanding anything to the contrary in this Section 5(j) and unless otherwise agreed to by Investor, the Company shall either confirm in writing to Investor that the transaction with respect to the Subsequent Transaction has been abandoned or shall publicly disclose its intention to enter into the Subsequent Transaction, in either case in such a manner such that Investor will not be in possession of any material, non-public information, by the fifth (5th) Business Day following delivery o...
Notice of Transactions. First Place will provide Northern prior written notice of acquisitions by it to acquire, an interest in any company or business (whether by a purchase of assets, purchase of stock or merger), (each an “Acquisition” for purposes of this Section 6.19 only), involving an aggregate consideration exceeding $5.0 million.
Notice of Transactions. The Guarantor will promptly notify the ---------------------- Bank in writing of any proposed purchase, sale, merger or other transaction (other than in the ordinary course of business) of which the Guarantor is a party, involving property or assets having a purchase price (in cash, stock or otherwise) in one transaction or in a series of related transactions in excess of 10% of Total Capital; provided that any such information furnished to the Bank shall be kept confidential by the Bank and not disclosed to other Persons, except (a) that such information may be disclosed (i) to auditors and counsel for the Bank, (ii) to any Governmental Authority to the extent such disclosure is required by law or regulation, (iii) in connection with the enforcement of the Bank's rights under the Related Agreements, (iv) if required by subpoena, court or regulatory order or otherwise by law or regulation, and (v) to any actual or prospective assignee of or participant in all or any part of the Bank's interest in the Loans (provided such assignee or participant first agrees to comply herewith), and (b) that the restrictions set forth herein shall not apply to any information that (i) is known to the Bank at any time it is furnished to the Bank hereunder or (ii) is publicly available.
Notice of Transactions. The Company shall notify Purchaser of (i) the commencement of bona fide negotiations regarding any agreement providing for the issuance (contingent or otherwise) of (A) any equity securities or (B) any notes or debt securities containing equity features (including, without limitation, any notes or debt securities convertible into or exchangeable or exercisable for equity securities, issued in connection with the issuance of such features), or any securities convertible into, or exchangeable or exercisable for, any equity securities (including, without limitation, employee stock options and warrants) (collectively, "Convertible Securities"), or (ii) the issuance of shares upon the exercise of any Convertible Securities. Upon the execution of definitive agreements regarding such issuances, or, in the case of Convertible Securities upon issuance of securities related thereto, the Company shall deliver written notice (the "Equity Notice") of such agreement or issuance, as the case may be, promptly, but in any event, not less than thirty (30) days prior to the closing of any such transaction or, if later, the issuance of any securities related thereto (the "Issued Securities"). The Equity Notice shall set forth the terms and conditions of such agreement and will be deemed to be an offer to Purchaser to purchase its Allotment (as defined in Section 2.2) of the securities described in the Equity Notice (the "Offer"), at the purchase price set forth in subparagraph (c) below and with the same rights, privileges and preferences as the Issued Securities, and on the same terms and conditions as those set forth or referenced, as the case may be, in the Equity Notice.
Notice of Transactions. The Company shall notify each Purchaser of its bona fide intention to issue (A) any equity securities or (B) any notes or debt securities containing equity features (including, without limitation, any notes or debt securities convertible into or exchangeable or exercisable for equity securities, issued in connection with the issuance of such features), or any securities convertible into, or exchangeable or exercisable for, any equity securities (collectively, "Convertible Securities"). The Company shall deliver written notice (the "Equity Notice") of its intention to issue any of the securities described above (the "Issued Securities"). The Equity Notice will be deemed to be an offer to each Purchaser to purchase its Allotment (as defined in Section 2.2) of the securities described in the Equity Notice (the "Offer"), at the purchase price set forth below and with the same rights, privileges and preferences as the Issued Securities, and on the same terms and conditions as those set forth or referenced, as the case may be, in the Equity Notice.
