Notice to Withhold on the Expiration Date Sample Clauses

Notice to Withhold on the Expiration Date. On or prior to the Expiration Date, the Majority Shareholders shall furnish notice (the "Withholding Notice") to the Escrow Agent and Purchaser of the number of Contingent Shares, if any, to be retained on account of Xenomics Indemnity Claims for which an Indemnity Notice but no Determination Notice has been provided pursuant to Section 2.2, or for which an Indemnity Notice and a Determination Notice has been provided pursuant to Section 2.2, but either notice has been disputed by the Purchaser in full or in part pursuant to Section 2.4 (the "Withholding Shares"). The Withholding Notice shall contain the information specified in Section 2.2 to the extent it requires supplementation or change based on the Majority Shareholders' knowledge on the notice date. Upon the receipt by the Escrow Agent of the Withholding Notice, the Escrow Agent shall retain the Withholding Shares. In the event the Majority Shareholders do not timely provide the Withholding Notice, the remaining Contingent Shares shall be distributed by the Escrow Agent to Purchaser in accordance with, and to the extent provided in, Section 2.7.
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Notice to Withhold on the Expiration Date. On or prior to the Expiration Date, the Purchaser Representative may furnish a notice (the "Withholding Notice") (which notice shall state that it is being given pursuant to this Section 2(f)) to the Escrow Agent and the Seller Representative specifying the amount of Escrowed Property, if any, to be retained on account of Purchaser Indemnity Claims for which an Indemnity Notice has been provided pursuant to Section 2(b) but which claims are not, at such time, absolute as to liability or liquidated as to amount. The Withholding Notice shall contain the information specified in Section 2(b) to the extent available. Upon the receipt by the Escrow Agent of the Withholding Notice, the Escrow Agent shall retain in the Escrow Deposit the amount set forth in the Withholding Notice. Amounts retained pursuant to the preceding sentence shall be in the form of Escrowed Shares and cash (as provided in Section 2(d), taking into account any change in the Share Percentage identified in the Withholding Notice). If the Escrow Agent does not hold cash in an amount at least equal to the Cash Percentage of the unresolved Purchaser Indemnity Claims, then all of the Escrowed Shares will be retained until such amount of cash becomes available pursuant to Sections 2(l) and 2(m). In the event the Purchaser Representative does not timely provide the Withholding Notice, and continues to fail to provide such Withholding Notice for five (5) business days after delivery by the Seller Representative to Purchaser Representative (with a copy to the Escrow Agent) of a demand that the Withholding Notice be delivered (which demand may be delivered by Seller Representative up to five (5) business days prior to the Expiration Date), the remaining Escrowed Property shall be distributed by the Escrow Agent to each of the Escrowees in accordance with, and to the extent provided in, Section 2(g).
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Related to Notice to Withhold on the Expiration Date

  • Lease Expiration Date The last day of the month in which the sixty-sixth (66th) month anniversary of the Lease Commencement Date occurs. 7.4

  • Amounts; Outside Expiration Date The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrower in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than five (5) days prior to the Stated Termination Date or more than 12 months from the date of issuance (provided that any Letter of Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods, which shall in no event extend beyond five (5) days prior to the Stated Termination Date). With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

  • Termination Upon Expiration Date The Trust shall automatically terminate on December 31, 20__ (the "Expiration Date") or earlier pursuant to Section 9.02.

  • Termination/Expiration Upon termination or expiration of this Lease, Tenant shall, at Tenant's cost, remove any equipment, improvements or storage facilities utilized in connection with any Hazardous Materials and shall clean up, detoxify, repair and otherwise restore the Premises to a condition free of Hazardous Materials, to the extent such condition is caused by Tenant or any assignee or subtenant of Tenant or their respective agents, contractors, employees, licensees or invitees.

  • Expiration Date; Automatic Exercise This Warrant shall expire at the close of business on the date five years after issuance, and shall be void thereafter. Notwithstanding the foregoing, this Warrant shall automatically be deemed to be exercised in full pursuant to the provisions of Section 4 hereof, without any further action on behalf of the Holder, immediately prior to the time this Warrant would otherwise expire pursuant to the preceding sentence.

  • Expiration Date Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date.

  • Term; Exercise Upon Expiration This warrant is exercisable in whole or in part, at any time and from time to time on or before the Expiration Date set forth above; provided, however, that if the Company completes its initial public offering within the three-year period immediately prior to the Expiration Date, the Expiration Date shall automatically be extended until the third anniversary of the effective date of the Company’s initial public offering. If this warrant has not been exercised prior to the Expiration Date, this warrant shall be deemed to have been automatically exercised on the Expiration Date by “cashless” conversion pursuant to Section 1.2.

  • Automatic Cashless Exercise upon Expiration In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to Holder.

  • Termination on Notice Notwithstanding any other provision of this Agreement, either party may terminate this Agreement at any time by giving thirty (30) days written notice to the other party. Unless otherwise terminated as provided in this Agreement, this Agreement will continue in force until the Services provided for in this Agreement have been fully and completely performed.

  • Revocation Period Executive has the right to revoke this Agreement for up to seven days after he signs it. In order to revoke this Agreement, Executive must sign and send a written notice of the decision to do so, addressed to [NAME] at [INSERT TITLE, AND ADDRESS], and that written notice must be received by Company no later than the eighth day after Executive signed this Agreement. If Executive revokes this Agreement, Executive will not be entitled to any of the consideration from Company described in paragraph 2 above.

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