Notice of Triggering Events Sample Clauses

Notice of Triggering Events. Licensee shall provide Licensor with prompt written notice of: (i) the commencement of Phase II clinical testing of any Licensed Product; (ii) execution of any agreement by and between Licensee or its Affiliates and any third party with respect to any Patent Rights or a Licensed Product; and (iii) the first commercial sale of each Licensed Product ("First Commercial Sale").
Sample 1
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Notice of Triggering Events. Upon the occurrence of a Third Party Offer, the Selling Shareholder shall deliver a notice thereof (a "Transfer Notice") to each of the Other Shareholders and the Corporation, including with such Transfer Notice the name and address of the Third Party Offeror, the maximum number of Shares the Third Party Offeror party is willing to acquire (which shall not be less than all of the Shares of the Selling Shareholder), a copy of such written offer containing all of the terms and conditions thereof and, if the consideration payable under such Third Party Offer includes securities or other property other than cash and promissory notes (non-cash consideration), the per share cash equivalent thereof. Upon the occurrence of an Involuntary Transfer, the Selling Shareholder or the transferee thereof shall give notice of such transfer to each of the Other Shareholders and the Corporation. As used in this Agreement, "Notice Date" means the date upon which a notice required to be given pursuant to this Paragraph 3.2 is given to the last party entitled to be so notified.
Sample 1
Notice of Triggering Events. The Company shall notify the Purchasers as promptly as practicable of any proposed transaction that is reasonably likely to cause or result in a Triggering Event, which notice (i) shall be given in any event not later than 30 days prior to the consummation of any such transaction or, if earlier, 10 days after the Company shall have entered into any letter of intent, memorandum of understanding, agreement in principle (whether or not legally binding) or definitive agreement relating thereto or received an unsolicited offer or bid relating thereto and (ii) shall provide a reasonably detailed description of the nature of the proposed transaction, including without limitation the name or names of the parties thereto other than the Company, the consideration to be received by the Company or its securityholders in respect of or as a result of such transaction, the proposed schedule for closing of such transaction and such other information (financial or otherwise) relating thereto as the Purchasers shall request. The Company shall not permit or facilitate the consummation or occurrence of any transaction which is reasonably likely to cause or result in a Triggering Event unless the notice required by this Section 8.1(l) has been so given and the Company complies with its obligations under Section 2.2(c). If the Company identifies any information given to a Purchaser pursuant hereto as confidential at the time such information is provided, Purchaser shall treat such information as confidential and shall limit the internal distribution of such information and shall refrain from disclosing such information to any third party, until such time as such information otherwise becomes publicly available or is disclosed without breach of this subsection.
Sample 1
Notice of Triggering Events. Upon the occurrence of a Third Party Offer, the Selling Party shall deliver notice thereof to each of the other Members and the Company, including with such notice the identity of the party making the Third Party Offer and a copy of such written offer containing all of the terms and conditions thereof. Upon the occurrence of an Involuntary Transfer, the Selling Party or the transferee thereof shall give notice of such transfer to each of the other Members and the Company. For the purposes of this Section 7.2, "Notice
Sample 1

Related to Notice of Triggering Events

  • Triggering Events The events referred to in Sections 3(f) and 5(a) hereof are as follows:

  • Acquiring Person Events; Triggering Events Subject to Sections 23.1 and 27, in the event that a Trigger Event occurs, then, from and after the first occurrence of such event, each holder of a Right, except as provided below, shall thereafter have a right to receive, upon exercise thereof at a price per Right equal to the then current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable (without giving effect to this Section 11.1.2), in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-thousandths of a Preferred Share for which a Right is then exercisable (without giving effect to this Section 11.1.2) and (y) dividing that product by 50% of the current per share market price of the Common Shares (determined pursuant to Section 11.4) on the first of the date of the occurrence of, or the date of the first public announcement of, a Trigger Event (the “Adjustment Shares”); provided that the Purchase Price and the number of Adjustment Shares shall thereafter be subject to further adjustment as appropriate in accordance with Section 11.6. Notwithstanding the foregoing, upon the occurrence of a Trigger Event, any Rights that are or were acquired or beneficially owned by (1) any Acquiring Person or any Associate or Affiliate thereof, (2) a transferee of any Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (3) a transferee of any Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect avoidance of this Section 11.1.2, and subsequent transferees, shall become void without any further action, and any holder (whether or not such holder is an Acquiring Person or an Associate or Affiliate of an Acquiring Person) of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement or otherwise. From and after the Trigger Event, no Right Certificate shall be issued pursuant to Section 3 or Section 6 that represents Rights that are or have become void pursuant to the provisions of this paragraph, and any Right Certificate delivered to the Rights Agent that represents Rights that are or have become void pursuant to the provisions of this paragraph shall be canceled. The Company shall use all reasonable efforts to ensure that the provisions of this Section 11.1.2 are complied with, but shall have no liability to any holder of Right Certificates or other Person as a result of its failure to make any determinations with respect to any Acquiring Person or its Affiliates, Associates or transferees hereunder. From and after the occurrence of an event specified in Section 13.1, any Rights that theretofore have not been exercised pursuant to this Section 11.1.2 shall thereafter be exercisable only in accordance with Section 13 and not pursuant to this Section 11.1.2.

  • Notice of Termination Events Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have received notice from any Purchaser, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

  • Notice of Events As soon as Guarantor obtains knowledge thereof, Guarantor shall give Guarantied Party written notice of any condition or event which has resulted in (a) a material adverse change in the financial condition of Guarantor or Company or (b) any Event of Default or Potential Event of Default.

  • Notice of Material Events Promptly upon becoming aware thereof, notice of any other event or circumstances that, in the reasonable judgment of the Borrower, is likely to have a Material Adverse Effect; and

  • Triggering Event A "Triggering Event" shall have occurred if the Merger Agreement is terminated and Grantee then or thereafter becomes entitled to receive the Termination Fee pursuant to Section 8.5(b) of the Merger Agreement.

  • Notice of Termination Events or Unmatured Termination Events A statement of the chief financial officer or chief accounting officer of the Seller setting forth details of any Termination Event or Unmatured Termination Event and the action which the Seller proposes to take with respect thereto.

  • Deliverables at Triggering Event Dates; Certificates The Company agrees that on or prior to the date of the first Issuance Notice and, during the term of this Agreement after the date of the first Issuance Notice, upon:

  • Termination Event; Notice The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Purchase Contract Payments (including any deferred or accrued and unpaid Purchase Contract Payments), if the Company shall have such obligation, and the rights and obligations of Holders to purchase Common Stock, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, prior to or on the Purchase Contract Settlement Date, a Termination Event shall have occurred.

  • Notice of Termination Event Upon the occurrence of a Termination Event, the Company shall deliver written notice to the Purchase Contract Agent, the Collateral Agent and the Securities Intermediary within a reasonable amount of time and to the extent permitted by law.

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