Offer Notices Sample Clauses

Offer Notices. Prior to subletting all or any part of the Premises or assigning this Lease within the meaning of this Article 14 (other than to Permitted Transferees or Affiliates) and provided that there exists no monetary Event of Default, Tenant shall submit to Landlord a notice (any such notice being hereinafter called an “Offer Notice”), which may or may not be based upon a bona fide written offer from an independent third party or such third party’s broker. If Tenant shall have received and negotiated a bona fide written offer from an independent third party or such third party’s broker, the Offer Notice shall contain the information set forth in clauses (i), (ii), (iii), (iv) and (v) below. If Tenant shall not have received and negotiated a bona fide written offer from an independent third party or such third party’s broker, the Offer Notice shall contain the information set forth in clauses (ii), (iii), (iv) and (v) below. (i) the name and address of the proposed subtenant or assignee and a brief description of such Person’s business, such Person’s proposed use of the Premises or applicable portion thereof, current financial information in respect of such Person (including, without limitation, its most recent balance sheet and income statement certified by its chief financial officer or a certified public accountant, Landlord agreeing to hold any such financial information in confidence and make no disclosure thereof except to Landlord’s accountants and attorneys, a Mortgagee or Superior Lessor, and otherwise as required by law), the identity of any broker entitled to a commission in respect of such subletting or assignment and the commission, if any, payable to such broker, and any other information reasonably requested by Landlord; (ii) a description of all of the material economic terms and conditions of the proposed subletting or assignment (including, without limitation, with respect to a subletting, a description of the portion of the Premises proposed to be sublet, the proposed fixed rent, additional rent, base amounts or years, if any, free rent and other concessions, if any, the term, the party responsible for the cost of physical separation and end of term restoration, and other similar, material proposed terms and conditions), all of which Tenant shall certify to Landlord as being the actual proposed terms of such subletting or assignment) setting forth all consideration to be received by Tenant for or in connection with such subletting or assignment (...
Sample 1
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Offer Notices. The procedures set forth in this Section 6(a)(ii), including the purchase right described herein, shall apply each time that the Shares are to be sold pursuant to a Public Sale. Specifically, Xxx. Xxxxxxxx will instruct her broker (the “Broker”) who is administering the Public Sale to offer Xx. Xxxxxxxx (the “Public Sale Offer”), by notice given to Xx. Xxxxxxxx’x email address set forth in Section 10(d)(1), the opportunity to purchase all (or, at Xx. Xxxxxxxx’x election, less than all) of the Shares to be sold pursuant to a Public Sale on the immediately succeeding Trading Day, which Public Sale Offer shall be made by no later than 8:00 p.m. New York City time on the day immediately prior to the Trading Day on which the Broker intends to execute a sale of the Shares (the “Public Sale Trading Day”). The Public Sale Offer shall specify (w) the maximum number of Shares which the Broker may sell on such Trading Day, (x) the Last Closing Price (as defined below), (y) the email address to be used for acceptance of the Public Sale Offer, and (z) the wire transfer instructions for payment if Xx. Xxxxxxxx elects to purchase any Shares.
Sample 1
Offer Notices. The procedures set forth in this Section 6(b)(ii), including the purchase right described herein, shall apply each time that the Shares are to be sold pursuant to a Private Sale. Specifically, in the event that Xxx. Xxxxxxxx has received a bona fide third-party offer to purchase, or has otherwise agreed to sell, any of her Shares in a Private Sale (including in each case pursuant to a Non-Arm’s-Length Transaction), and Xxx. Xxxxxxxx has determined to accept such offer or enter into such sale transaction, Xxx. Xxxxxxxx will, or will instruct the Broker who is administering the Private Sale to, offer Xx. Xxxxxxxx (the “Private Sale Offer”), by notice given to Xx. Xxxxxxxx’x email address set forth in Section 10(d)(i), the opportunity to purchase all (or, at Xx. Xxxxxxxx’x election, less than all) of the Shares to be sold pursuant to a Private Sale on the immediately succeeding Trading Day, which Private Sale Offer shall be made by no later than 8:00 p.m. New York City time on the day immediately prior to the Trading Day on which the Private Sale is scheduled to close (the “Private Sale Trading Day”). The Private Sale Offer shall (v) specify the number of Shares proposed to be sold in the Private Sale, (w) specify the purchase price per Share (the “Definitive Per Share Purchase Price”), (x) specify the email address to be used for acceptance of the Private Sale Offer, (y) include a copy of the definitive written agreement to purchase the Shares, and (z) provide wire transfer instructions for payment if Xx. Xxxxxxxx elects to purchase any Shares.
Sample 1
Offer Notices. Prior to June 17, 2010, the Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of, or announce any offer, sale, grant of any option to purchase or other disposition of, any of its or its Subsidiaries’ Capital Stock or equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for shares of Common Stock, unless it first shall have delivered to the Trustee for delivery to each Holder an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance, sale or exchange of the securities being offered which (a) identifies and describes the securities being offered, (b) describes the price and other terms upon which the securities are to be issued, sold or exchanged, (c) sets forth the number or amount of securities being issued, sold or exchanged, (d) identifies the persons or entities (if known) to which the securities are to be offered, issued, sold or exchanged and (e) offers to issue, sell or exchange to the Holders up to 35% of the securities, allocating among the Holders (x) based on each Holder’s pro rata portion of the aggregate principal amount of Securities purchased on the Issue Date (such pro rata portion of such Holder being such Holder’s “Basic Amount”), and (y) with respect to each Holder that elects to purchase its Basic Amount, any additional portion of the securities being issued, sold or exchanged attributable to the Basic Amounts of other Holders as such Holder indicates it will purchase or acquire in the event the other Holders subscribe for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be repeated until the Holders have an opportunity to subscribe for any remaining Undersubscription Amount.
Sample 1

Related to Offer Notices

  • Offer Notice (i) The Company shall give written notice (the “Offering Notice”) to the Sponsor stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities. (ii) The Offering Notice shall constitute the Company’s offer to sell the New Equity Securities to the Sponsor, which offer shall be irrevocable for a period of three (3) business days (the “ROFO Notice Period”).

  • Stop-Transfer Notices Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

  • Sending Notices Any notice required or permitted to be given under this Security Agreement shall be sent in accordance with Section 9.01 of the Credit Agreement.

  • A5 Notices Except as otherwise expressly provided within the Contract, no notice or other communication from one Party to the other shall have any validity under the Contract unless made in writing by or on behalf of the Party concerned.

  • Valid notices A notice under or in connection with a Finance Document shall not be invalid by reason that its contents or the manner of serving it do not comply with the requirements of this Agreement or, where appropriate, any other Finance Document under which it is served if: (a) the failure to serve it in accordance with the requirements of this Agreement or other Finance Document, as the case may be, has not caused any party to suffer any significant loss or prejudice; or (b) in the case of incorrect and/or incomplete contents, it should have been reasonably clear to the party on which the notice was served what the correct or missing particulars should have been.

  • Third Party Notices Portions of the Apple Software or Services may utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the electronic documentation for the Apple Software and Services, and Your use of such material is governed by their respective terms.

  • Posting Notices 13.01 The Union shall have the privilege of having its notices posted at specified places on the Company's premises. The Company shall supply two (2) bulletin boards for that purpose. The Company maintains the right to remove notices or postings that it, reasonably deems to be inappropriate.

  • UNION NOTICES Space shall be provided in each Meat Department for the posting of this Agreement and notices of meetings, but same shall not be posted until they have been first called to the attention of the Employer.

  • Additional Notices (a) For so long as the Investor Certificates shall be outstanding, the Seller agrees to provide Fitch with the notice provided to each Rating Agency in subsection 2.06(c)(i) and agrees to provide to Fitch and Standard and Poor's the Opinion of Counsel provided to Moody's pursuant to subsection 2.06(c)(vi), in each case in the times and the manner provided for in such subsections. (b) The Seller shall notify the Collateral Interest Holder promptly after becoming aware of any Lien on any Receivable other than the conveyances under the Agreement. The Seller will notify the Collateral Interest Holder of any merger, consolidation, assumption or transfer referred to in Section 7.02. SECTION 16. Additional Representations and Warranties of the Servicer. MBNA America Bank, National Association, as initial Servicer, hereby makes, and any Successor Servicer by its appointment under the Agreement shall make the following representations and warranties: (a) All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Servicer in connection with the execution and delivery of this Series Supplement by the Servicer and the performance of the transactions contemplated by this Series Supplement by the Servicer, have been duly obtained, effected or given and are in full force and effect.

  • 2Notices (a) All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by facsimile or electronic mail), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three (3) Business Days after being deposited in the mail, postage prepaid, or, in the case of facsimile or electronic mail notice, when received, addressed as follows in the case of Holdings, Borrower and the Administrative Agent, and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto: Borrower/Holdings: Enfusion LTD. XXX000 Xxxxx Xxxxx Xxxxxx, Suite 750Chicago, IL 60603Attention: LegalEmail: xxxxx@xxxxxxxxxxxxxxx.xxx​ ​ and a copy to:​Xxxxxxx Procter LLP100 Northern AvenueBoston, MA 02210Attention: Xxxx X. SmithEmail: xxxxxxxxx@xxxxxxxxxx.xxx​ Administrative Agent: Silicon Valley Bank2400 Hanover StreetPalo Alto, CA 94304Attention: Xxxxxxx WillardEmail: xxxxxxxx0@xxx.xxx ​ with a copy to:Xxxxxxxx & Xxxxxxxx XXX000 Xxxxxxxxx XxxxxxXxxxxx, Xxxxxxxxxxxxx 02116Attention: Xxxxxxx X. Xxxxxxx, Esq.E-Mail: xxxxxxxx@xxxx.xxx ​ provided that any notice, request or demand to or upon the Administrative Agent or the Lenders shall not be effective until received. (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including email and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or any Loan Party may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (a) notices and other communications sent to an email address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgment); and (b) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its email address as described in the foregoing clause (a) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (a) and (b), if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient. (c) Any party hereto may change its address, email address, or facsimile number for notices and other communications hereunder by notice to the other parties hereto. ​ ​ ​ (d) (i) Each Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) available to the Issuing Lender and the other Lenders by posting the Communications on Debt Domain, Intralinks, DebtX, Syndtrak or a substantially similar electronic transmission system (the “Platform”).

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