Notice of Triggering Event. Issuer shall notify Grantee promptly in writing of the occurrence of any Triggering Event, it being understood that the giving of such notice by Issuer shall not be a condition to the right of Grantee to exercise the Option or for a Triggering Event to have occurred.
Notice of Triggering Event. Issuer shall notify Grantee promptly in writing of the occurrence of any Triggering Event, and in any event within twenty-four (24) hours, it being understood that the giving of such notice by Issuer shall not be a condition to the right of Grantee to exercise the Option or for a Triggering Event to have occurred.
Notice of Triggering Event. The Company shall notify Grantee in writing as promptly as practicable, and in any event within 24 hours, of the occurrence of any Triggering Event, it being understood that the giving of such notice by the Company shall not be a condition to the right of Grantee to exercise the Option or for a Triggering Event to have occurred.
Notice of Triggering Event. Issuer will notify Grantee promptly in writing of the occurrence of any Initial Triggering Event or Subsequent Triggering Event (together, a "Triggering Event"), it being understood that the giving of such notice by Issuer is not a condition to the right of the Holder to exercise the Option.
Notice of Triggering Event. If the Collateral Trustee at any time receives notice of a Triggering Event, it shall promptly notify each Debt Trustee and the Company in writing that a Triggering Event has occurred.
Notice of Triggering Event. The Company shall notify Grantee in writing as promptly as practicable following its becoming aware of the occurrence of any Triggering Event, it being understood that the giving of such notice by the Company shall not be a condition to the right of Grantee to exercise the Option or for a Triggering Event to have occurred and that the failure to give such notification shall not itself be deemed to be a breach of this Agreement for purposes of Section 8.1(e)(viii) of the Merger Agreement.
Notice of Triggering Event. Upon the occurrence of a Triggering Event, (a) in respect of the Triggering Events in (i), (ii) or (iii), the affected Party shall forthwith give notice in writing to the other Party stating when the Triggering Event occurred (and in the event of an Involuntary Transfer the affected Party shall use its best efforts to give notice prior to the actual transfer of Shares), the reason therefore, the number of Garanti Shares it then owns and the name and the address of the transferee if a transfer has occurred. If no such notice is given, the other Party may institute the put/call proceedings stipulated in Section 7.01(B) by a written notice to the affected Party and the transferee; and (b) in respect of the Triggering Event in (iv) the non-defaulting Party may institute the put/call proceedings stipulated in Section 7.01(B) by a written notice to the defaulting Party and, if relevant, the transferee.
Notice of Triggering Event. The Founder shall provide the Investor written notice of a Triggering Event within seven days of the date on which the Triggering Event occurs. A “Triggering Event” shall occur when any of the following events shall occur: (i) the Founder sells or transfers, prior to December 31, 2010, in one or more transactions, greater than 2,603,425 shares of Common Stock of WaferGen US (which amount equals approximately 80% of the shares of Common Stock of WaferGen US owned by the Founder on the date hereof) to one or more Third Parties, (ii) the Founder voluntarily resigns from the Board of Directors of WaferGen US and such resignation is not approved by, or is not pursuant to a restructuring of the Company or WaferGen US approved by, holders of a majority of the outstanding Series A Shares at the time of such resignation, or (iii) the Founder is convicted of a felony involving fraud or dishonesty, provided that the Founder was actively involved in the management of the Company at the time at which any such crime was committed. For purposes of this Section 1.2, (i) “Third Party” means any person or entity other than the Founder’s Affiliates (as defined below), or the relatives (by blood or marriage) of the Founder or the Founder’s Affiliates; provided, however, that in the event of any transfer or sale of any shares by the Founder to the Founder’s Affiliates or the relatives of the Founder or the Founder’s Affiliates (such person or entity, a “Transferee”), such Transferee shall agree in writing to be bound by the terms of this Agreement with respect to such Put Shares; and “Affiliate” means, with respect to a person or entity, any other person or entity directly or indirectly controlling, controlled by, or under common control with such person or entity.
Notice of Triggering Event. Within fifteen (15) days of the occurrence or deemed occurrence of a Triggering Event, KGP shall give the Depositary written notice that a Triggering Event has occurred. The notice shall specify the Purchase Price per share of Preferred Stock payable to the Holders upon due exercise of the Puts and shall be accompanied by all documentation reasonably required by KGP in connection with the exercise by the Holders of the Puts. Within five (5) days, the Depositary shall issue a written notice of occurrence of a Triggering Event ("Notice of Triggering Event") to each Holder (with a copy to KGP) at the address provided by such Holder in writing to the Depositary and KGP and contained in the Register. Such notice shall be dated the date of issuance by the Depositary and shall be in the form of Exhibit B hereto and shall be accompanied by a form of Notice of Exercise and --------- all other documentation reasonably required by KGP or the Depositary in connection with exercise of the Puts.
Notice of Triggering Event. Upon the occurrence of a Triggering Event, the affected Shareholder, his transferee and/or his executor, administrator or conservator, as the case may be (collectively, the “Transferring Shareholder”), shall forthwith give notice to the Company, stating when the Triggering Event occurred, the reason therefor, the number of the Company Securities of the Transferring Shareholder so affected, and the name, address and capacity of the transferee, if a Transfer has occurred. If no such notice is given, any other Shareholder may institute the purchase proceedings by a written notice to the Company and the Transferring Shareholder. If the Triggering Event is a proposed sale or other disposition of all or any part of a Shareholders’ Company Securities or any interest therein for value in a bona fide offer from a third party (“Bona Fide Offer”), he shall give to the Company and all other Shareholders a written notice setting forth as to each Person to whom the sale is proposed to be made: (a) the name and address of that Person and, if that Person is a corporation or other entity, the principal owners thereof; (b) the number of offered Company Securities proposed to be sold to that Person; (c) the manner in which the sale is proposed to be made; and (d) the price at which and the material terms upon which, the sale is proposed to be made, and stating that such Person’s offer is a bona fide offer from a person who is ready, willing and able to purchase and not a competitor of the Company. All Bona Fide Offers must be in cash or cash equivalents.
