Proposed Sale Notice Sample Clauses

Proposed Sale Notice. If any MCE Shareholder, or any holder of Upstream Securities in any MCE Shareholder, proposes to Transfer any Upstream Securities or Securities (Sale Securities) and clause 25.1 applies, MCE must give a notice (Proposed Sale Notice) to the Minority Shareholders on or before the date 20 Business Days prior to the proposed date of Transfer: (a) in the case of Securities, specifying the number of Securities proposed to be Transferred; (b) in the case of a sale of Upstream Securities, specifying: (i) the Effective Interest in Securities the Upstream Securities corresponds to; (ii) the Effective Interest in Securities held by MCE following the Transfer; and (iii) the number of Securities that the Effective Interest in Securities in clause 25.2(b)(ii) corresponds to; (c) specifying the aggregate consideration payable for the Sale Securities, and in the case of: (i) a sale of Securities, the consideration per Security for which the Proposed Seller wishes to Transfer the Securities, or (ii) a sale of Upstream Securities, the consideration per Security if Securities calculated under clause 25.2(b)(iii) were proposed to be Transferred under this clause 25; (d) specifying the name and address of the person to whom the Proposed Seller wishes to Transfer the Sale Securities to (Proposed Purchaser); (e) specifying the proposed date of Transfer of the Sale Securities; (f) specifying all other terms and conditions on which the Proposed Seller proposes to Transfer the Sale Securities; and (g) notifying the Minority Shareholders of their right to sell Securities under this clause 25.
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Proposed Sale Notice. XXXX will publish the Proposed Sale Notice in the FEDERAL REGISTER and send it to the Governor of any affected State, any In- dian Tribe that might be affected, and the executive of any local government that might be affected. The comment period following issuance of a Proposed Sale Notice will be 60 days.
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Proposed Sale Notice. (i) Prior to a Subject Sale, Lessor shall give written notice (the “Proposed Sale Notice”) to Lessee setting forth the price (the “Purchase Price”) and other material terms (collectively, the “Offer Terms”) on which Lessor proposes to sell the Property. The Proposed Sale Notice shall provide that, at the closing of such proposed sale, the Purchase Price shall be an “all cash” purchase price (other than the Deposit which shall be paid as provided below), provided that the Offer Terms may require the assumption of Lessor’s Mortgage or assumption of the Mezzanine Financing as provided in clause (iv) below. The Offer Terms shall not include any condition or impose any obligations on the purchaser that are not reasonably susceptible of performance by Lessee (assuming in all cases sufficient financial capability). (ii) Except to the extent the same would apply to any Third Party Purchaser (as defined below), Lessor may not send Lessee a Proposed Sale Notice, if the transfer to a Lessee Purchaser (as defined below) as contemplated by the Proposed Sale Notice would violate any material agreement to which the Lessor is bound or to which the Property is subject or where such transfer to, or ownership by, a Lessee Purchaser would constitute a default thereunder, result in an acceleration of an obligation thereunder or otherwise materially reduce the direct or indirect rights and remedies thereunder. (iii) Lessor shall, together with delivery of the Proposed Sale Notice to Lessee, set forth such due diligence procedures as Lessor in its discretion, subject to Section 23.4(d), elects to implement in connection with the proposed sale (the “Due Diligence Procedures”). The Due Diligence Procedures shall permit Lessee to make available to its attorneys, accountants and other representatives such information and materials as are provided to Lessee to assist it in its due diligence investigation. (iv) The Offer Terms shall not require the purchaser of the Property (i) to purchase any assets other than the Property, or (ii) to assume or take the Property subject to any liabilities other than the Permitted Liens (excluding Lessor’s Liens, other than the Mortgage and the Mezzanine Financing, if so specified in the Offer Terms (which the purchaser shall either assume or repay in accordance with its terms so long as the Mortgage and the Mezzanine Financing shall not preclude Lessee’s assumption of the same in accordance with the terms thereof in a non-discriminatory manner in res...
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Proposed Sale Notice. Upon delivery of the Proposed Sale Notice, the Company will have a period of ten (10) Business Days to arrange for a purchaser or purchasers to purchase such Common Shares at the specified price (a "
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Proposed Sale Notice. On April 30, 2024, BOEM announced the Proposed Sale Notice (PSN) for the Gulf of Maine, which initiated a 60-day comment period lasting from May 1, 2024, through July 1, 2024. The eight proposed lease areas totaled 969,999 acres (944,422 developable acres), accounting for approximately half of the final WEA. In identifying these areas from the final WEA, BOEM prioritized avoidance of offshore fishing grounds and identification of vessel transit routes, while retaining sufficient acreage to support the region’s offshore wind energy goals (13-18 GW based on information from Massachusetts, Maine, and ISO-New England). BOEM conducted several meetings focused primarily on the PSN, including: five virtual public meetings; one virtual meeting with Gulf of Maine Tribes; four in-person public meetings; and one in-person Task Force meeting. Additional information on these meetings is located on the BOEM website: xxxxx://xxx.xxxx.xxx/renewable-energy/state-activities/gulf-maine- proposed-sale-notice-psn-public-meetings.
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Proposed Sale Notice. As defined in Section 11.4(a). Regulations. The proposed, temporary, and final regulations promulgated under the Code in effect as of the date of filing the Certificate of Formation and the corresponding sections of any regulations subsequently issued that amend or supersede such regulations. Regulatory Allocations. The allocations made pursuant to Sections 9.2(a), 9.2(b), 9.2(c), 9.2(d) and 9.2(e).
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Proposed Sale Notice. The Proposed Sale Notice shall be delivered to SPHN not less than ten (10) business days before Anderson proposes to (i) place xx xxxxr for the sale of any of the Award Shares, or (ii) sell, in a Private Sale, any of the Award Shares. The Notice of Proposed Sale shall set forth the number of Award Shares Anderson proposes to offer or xxxx ("xhe Offered Shares"), the manner (i.e., a market transaction or a private sale) in which Anderson proposed to sell the Xxxxxxx Shares, the date on which Anderson proposes to offer or xxxx xxx Offered Shares, and, in the case of a Private Sale, the identity of the proposed purchaser of the Offered Shares and the per share price and other terms or conditions of the Proposed Sale. If, at the time of the delivery of the Proposed Sale Notice, the reoffer or resale of the Offered Shares is the subject of an effective registration statement filed under the Securities Act of 1933 ("the 1933 Act"), Anderson shaxx xxxx xxxxxxx to XXXX xxe prospectus constituting a part of such registration statement. In the case of a Private Sale, the proposed purchaser shall be a bonafide purchaser, and the proposed price shall be made in an arms length transaction.
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Related to Proposed Sale Notice

  • Sale Notice Parent shall provide the Holder with written notice (the “Tag-Along Sale Notice”) not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Tag-Along Sale (the “Tag-Along Sale Date”). Each Tag-Along Sale Notice shall set forth: (i) the name and address of each proposed transferee or purchaser of shares in the Tag-Along Sale; (ii) the number of shares proposed to be transferred or sold by Parent; (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee or purchaser; (iv) the aggregate number of shares of Common Stock held of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by Parent; (v) the Management Investor’s Allotment assuming the Holder elected to sell the maximum number of shares of Common Stock possible; (vi) confirmation that the proposed purchaser or transferee has been informed of the “Tag-Along Rights” provided for herein and has agreed to purchase shares of Common Stock in accordance with the terms hereof and (vii) the Tag-Along Sale Date.

  • Transfer Notice At least two (2) Business Days before each Acquisition Date, the Administrator shall deliver to the Depositor, the Issuer and the Indenture Trustee a Transfer Notice for the Additional Receivables to be transferred and absolutely assigned on that Acquisition Date, which will specify the Additional Receivables Transfer Amount, and will have delivered with it an electronic file containing the Schedule of Receivables; and

  • 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”).

  • CAFA Notice Pursuant to 28 U.S.C. § 1715, not later than ten (10) days after the Agreement is filed with the Court, the Settlement Administrator shall cause to be served upon the Attorneys General of each U.S. State in which Settlement Class members reside, the Attorney General of the United States, and other required government officials, notice of the proposed settlement as required by law, subject to Paragraph 5.1 below.

  • Notice of Proposed Transfer The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).

  • Approved Sale If the Board of Directors of the Company (the "Board") shall deliver a notice to Grantee (a "Sale Event Notice") stating that the Board has approved a sale of all or a portion of the Company through a sale of assets, securities, or otherwise (an "Approved Sale") and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter's rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee's Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 7 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.

  • Drag-Along Notice Prior to making any Drag-Along Sale in which the Drag-Along Shareholders wish to exercise their rights under this Section 5, the Drag-Along Shareholders shall provide the Company and the Dragged Shareholders with written notice (the “Drag-Along Notice”) not less than thirty (30) days prior to the proposed date of closing of the Drag-Along Sale (the “Drag-Along Sale Date”). The Drag-Along Notice shall set forth: (a) the name and address of the purchasers; (b) the proposed amount and form of consideration to be paid, and the terms and conditions of payment offered by each of the purchasers; (c) the Drag-Along Sale Date; (d) the number of shares held of record by the Drag-Along Shareholders on the date of the Drag-Along Notice which form the subject to be transferred, sold or otherwise disposed of by the Drag-Along Shareholders; and (e) the number of Shares of the Dragged Shareholders to be included in the Drag-Along Sale, as applicable. In the event that the Drag-Along Sale Date does not occur within ninety (90) days after the date of the Drag-Along Notice, the shareholders of the Company shall have no obligations to sell their Shares unless they receive a new Drag-Along Notice or otherwise agree with the purchaser(s) in writing.

  • Notice of Proposed Transfers The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

  • 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.

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

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