Notice to Non-Acquiring Member Sample Clauses

Notice to Non-Acquiring Member. Within thirty (30) days after the acquisition of any interest or the right to acquire any interest in real property or mineral or water rights wholly or partially within the Area of Interest (except real property acquired by the Manager pursuant to a Program), the Acquiring Member shall notify the other Member of such acquisition by it or its Affiliate; provided that if the acquisition of any interest or right to acquire any interest pertains to real property or water or mineral rights partially within the Area of Interest, then all such real property or water or mineral rights (i.e., the part within the Area of Interest and the part outside the Area of Interest) shall be subject to this Article. The Acquiring Member's notice shall describe in detail the acquisition, the acquiring party if that party is an Affiliate, the lands and minerals and water rights covered thereby, the cost thereof, and the reasons why the Acquiring Member believes that the acquisition of the interest is in the best interests of the Members under this Agreement. In addition to such notice, the Acquiring Member shall make any and all information concerning the relevant interest available for inspection by the other Member.
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Notice to Non-Acquiring Member. Within thirty (30) days after the acquisition or proposed acquisition, as the case may be, of any interest or the right to acquire any interest in real property wholly or partially within the Area of Interest (except real property acquired by the Manager pursuant to a Program), the Acquiring Member shall notify the other Member of such acquisition by it or its Affiliate; provided that if the acquisition of any interest or right to acquire any interest pertains to real property partially within the Area of Interest, then all such real property (i.e., the part within the Area of Interest and the part outside the Area of Interest) shall be subject to this Article. The Acquiring Member's notice shall describe in detail the acquisition, or the proposed acquisition, the selling party or proposed offeree, the acquiring party if that party is an Affiliate, the lands and minerals covered thereby, any water rights related thereto, the cost, obligations and other liabilities thereof, and the reasons why the Acquiring Member believes that the acquisition (or proposed acquisition) of the interest is in the best interests of the Members under this Agreement. In addition to such notice, the Acquiring Member shall make any and all information concerning the relevant interest available for inspection by the other Member.
Sample 1
Notice to Non-Acquiring Member. Within five (5) days after the acquisition of any Restricted Interest, the Member that acquired or whose Affiliate acquired such Restricted Interest shall notify the other Member of such acquisition. The notice shall describe in detail the Restricted Interest, the lands and minerals covered thereby, and the actual out-of-pocket cost to acquire such Restricted Interest. In addition to such notice, the relevant Member shall make any and all information in such Member’s possession or control concerning the Restricted Interest available for inspection by the other Member.
Sample 1
Notice to Non-Acquiring Member. Within five (5) days after the acquisition of any interest or the right to acquire any interest in real property (including any royalty interest) wholly or partially within the Area of Interest (except real property acquired by or on behalf of the Company pursuant to a Program), the acquiring Member shall notify the other Member of such acquisition. The acquiring Member’s notice shall describe in detail the acquisition, the lands and minerals covered thereby, the cost thereof. In addition to such notice, the acquiring Member shall make any and all information concerning the acquired interest available for inspection by the other Member.
Sample 1
Notice to Non-Acquiring Member. Within thirty (30) days after the acquisition of any interest or the right to acquire any interest in real property or mineral or water rights wholly or partially within the Area of Interest (except real property acquired by the Manager pursuant to a Program), the Acquiring Member shall notify the other Member of such acquisition by it or its Affiliate; provided that if the acquisition of any interest or right to acquire any interest pertains to real property or water or mineral rights partially within the Area of Interest, then all such real property or water or mineral rights (the part within the Area of Interest and the part outside the Area of Interest) shall be subject to this Article. The Acquiring Members notice shall describe in detail the acquisition, the acquiring party if that party is an Affiliate, the lands and minerals and water rights covered thereby, the cost thereof, and the reasons why the Acquiring Member believes that the acquisition of the interest is in the best interests of the Members under this Agreement. In addition to such notice, the Acquiring Member shall make any and all information concerning the relevant interest available for inspection by the other Member. Option Exercised. Within thirty (30) days after receiving the Acquiring Members notice, the other Member may notify the Acquiring Member of its election to have the Company acquire the acquired interest. Promptly upon such notice, the Acquiring Member shall convey or cause its Affiliate to convey to the Company, by special warranty deed, all of the Acquiring Members (or its Affiliates) interest in such acquired interest, free and clear of all Encumbrances arising by, through or under the Acquiring Member (or its Affiliate) other than those to which both Members have agreed. Immediately upon such notice, the acquired interest shall become a part of the Properties for all purposes of this Agreement and the LLC Agreement. The Company shall promptly pay to the Acquiring Member the latters actual out-of-pocket acquisition costs. Option Not Exercised. If the other Member does not give such notice within the thirty (30) day period set forth in Section 6.3 hereof, it shall have no interest in the acquired interests, and the acquired interests shall not be a part of the Assets or continue to be subject to this Agreement or the LLC Agreement. Non-Compete Covenants. Neither a Member that resigns pursuant to Section 14.2 of the LLC Agreement, or is deemed to have resigned pursuant t...
Sample 1
Notice to Non-Acquiring Member. Within 30 days after the acquisition of any interest or the right to acquire any interest in real property wholly or partially within the Area of Interest by a Member or its Affiliate, the acquiring Member or the Member whose Affiliate acquired such interest (in either case, an “Acquiring Member”) shall notify the other Member of such acquisition. The Acquiring Member’s notice shall describe in detail the acquisition, the lands and minerals covered thereby, the cost thereof, and the reasons why the Acquiring Member believes that the acquisition of the interest may be in the best interests of the Company. In addition to such notice, the Acquiring Member shall make any and all information in its possession or control concerning the acquired interest available for inspection by the other Member.
Sample 1
Notice to Non-Acquiring Member. Within fifteen (15) days after the acquisition, proposed acquisition or location, as the case may be, of any interest or the right to acquire any interest in real property, Data, mining claims, whether patented or unpatented, or water rights wholly or partially within the Area of Interest (except real property acquired by the Manager pursuant to a Program), the Acquiring Member shall notify the other Members and the Management Committee of such acquisition by it or its Affiliate; provided further that if the acquisition or location of any interest or right to acquire any interest pertains to real property, Data, patented or unpatented mining claims or water rights partially within the Area of Interest, then all such real property, Data, patented or unpatented mining claims or water rights (i.e., the part within the Area of Interest and the part outside the Area of Interest) shall be subject to this Article XII. The Acquiring Member’s Notice shall describe in detail the acquisition and/or location, the acquiring party if that party is an Affiliate, the lands and minerals covered thereby, any water rights related thereto, the cost thereof, and the reasons why the Acquiring Member believes that the acquisition (or proposed acquisition) of the interest is in the best interests of the Company under this Agreement. In addition to such Notice, the Acquiring Member shall make any and all information concerning the relevant interest available for inspection by the other Members and the Management Committee.
Sample 1
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Related to Notice to Non-Acquiring Member

  • TRANSACTION NOTICE On any Trading Day during the Commitment Period, the Company may deliver a Transaction Notice to the Sales Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of the Sales Agent or the Forward Seller, which may be withheld in the Sales Agent’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, the Sales Agent nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amount. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; and (iii) no reduction in the Floor Price shall cause any sales of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to be a breach of the terms hereof.

  • Withdrawal of Fundamental Change Repurchase Notice A Holder that has delivered a Fundamental Change Repurchase Notice with respect to a Note may withdraw such Fundamental Change Repurchase Notice by delivering a written notice of withdrawal to the Paying Agent at any time before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date. Such withdrawal notice must state:

  • Sale Transaction Paragraph (a) of the definition of “Sale Transaction” is amended and restated as follows: “(a) A sale or other disposition by the Company of all or substantially all of its assets;”. The word “or” is inserted (i) after the end of Paragraph (a) of the definition of Sale Transaction and before the beginning of Paragraph (b) of the definition of Sale Transaction; and (ii) after the end of Paragraph (b) of the definition of Sale Transaction and before the beginning of Paragraph (c) of the definition of Sale Transaction. Paragraph (d) of the definition of Sale Transaction shall be deleted in its entirety.

  • Major Transactions There are no other Major Transactions currently pending or contemplated by the Company.

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • Procedures to Exercise the Fundamental Change Repurchase Right (a) To exercise its Fundamental Change Repurchase Right for a Bond following a Fundamental Change, the Holder thereof must deliver to the Company:

  • Payment of the Fundamental Change Repurchase Price Without limiting the Company’s obligation to deposit the Fundamental Change Repurchase Price within the time proscribed by Section 3.01(B), the Company will cause the Fundamental Change Repurchase Price for a Note (or portion thereof) to be repurchased pursuant to a Repurchase Upon Fundamental Change to be paid to the Holder thereof on or before the later of (i) the applicable Fundamental Change Repurchase Date; and (ii) the date (x) such Note is delivered to the Paying Agent (in the case of a Physical Note) or (y) the Depositary Procedures relating to the repurchase, and the delivery to the Paying Agent, of such Holder’s beneficial interest in such Note to be repurchased are complied with (in the case of a Global Note). For the avoidance of doubt, interest payable pursuant to the proviso to Section 4.02(D) on any Note to be repurchased pursuant to a Repurchase Upon Fundamental Change must be paid pursuant to such proviso regardless of whether such Note is delivered or such Depositary Procedures are complied with pursuant to the first sentence of this Section 4.02(G).

  • No Change in Recommendation or Alternative Acquisition Agreement The board of directors of the Company and each committee thereof shall not:

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