Purchaser Notice Clause Samples

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Purchaser Notice. Notwithstanding anything in this Agreement to the contrary, no less than ten (10) business days prior to the Business Combination Closing, the Company shall provide the Purchaser information about the terms of the Business Combination, including information about the target company in such Business Combination (such information, the “Information”). Following delivery of the Information, but no less than ten (10) business days prior to the Business Combination Closing, the Company shall provide written notice to the Purchaser of the anticipated Business Combination Closing date (“Company Notice”). If within five (5) business days after receiving the Company Notice (which five (5) business day period may be extended at the discretion of the Company), the Purchaser provides written notice to the Company that the Purchaser has determined that it no longer wishes to consummate the purchase of the Forward Purchase Shares pursuant to this Agreement, then the Sponsor will use commercially reasonable efforts to find an investor that will assume, or may itself assume or may cause its affiliate to assume, the Purchaser’s obligation to purchase the Forward Purchase Shares pursuant to this Agreement. If such Purchaser’s obligation has not been assumed pursuant to the foregoing sentence, the Company shall cancel the Purchaser’s obligation at least three (3) business days prior to the Business Combination Closing. For the avoidance of doubt, in the event the Purchaser’s obligations under this Agreement is assumed or cancelled, any restrictions on Short Sales contained in this Agreement shall terminate.
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Purchaser Notice. Notwithstanding anything in this Agreement to the contrary, no less than fifteen (15) Business Days prior to the public announcement of the Business Combination, the Company shall provide the Purchaser with a written summary of the material terms of, and other readily available information relating to, the Business Combination, including information about the target company in such Business Combination (such written summary, the “Information Statement”). If, after receiving the Information Statement, the Purchaser determines, in its sole discretion, that it does not wish to consummate the purchase of the Forward Purchase Securities pursuant to this Agreement, the Purchaser shall, within seven (7) Business Days after receiving the Information Statement (the “Determination Period”), provide written notice to the Company of such determination (a “Decline Notice”). Following receipt of such Decline Notice by the Company, this Agreement and Purchaser’s obligations hereunder shall automatically become null and void effective immediately prior to the Business Combination Closing.
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Purchaser Notice. Purchaser shall notify the Company as promptly as practicable (and in any event within three (3) Business Days) in writing of the receipt by Purchaser or any of its Representatives of (i) any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations regarding or constituting any Business Combination or any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations that could be expected to result in a Business Combination, and (ii) any request for non-public information relating to Purchaser or its Affiliates in connection with any Business Combination, specifying in each case, the material terms and conditions thereof (including a copy thereof if in writing or a written summary thereof if oral) and the identity of the party making such inquiry, proposal, offer or request for information. Purchaser shall keep the Company promptly informed of the status of any such inquiries, proposals, offers or requests for information. During the Interim Period, Purchaser shall, and shall cause its Representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations with any Person with respect to any Business Combination and shall, and shall direct its Representatives to, cease and terminate any such solicitations, discussions or negotiations.
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Purchaser Notice. If either of the Branches is damaged, destroyed, condemned (or threatened with condemnation), but
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Related to Purchaser Notice

  • 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

  • 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.

  • 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”).

  • Purchaser Closing Deliveries No later than 1 Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to Seller upon the Closing) the following items with respect to the Property being conveyed at such Closing: 5.3.1 The full Purchase Price (with credit for the Deposit), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit (or at Purchaser's option an indemnity) pertaining to Purchaser's activity on the Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Contract. 5.3.3 Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of the Property. 5.3.4 A closing statement executed by Purchaser. 5.3.5 A countersigned counterpart of the General Assignment. 5.3.6 A countersigned counterpart of the Leases Assignment. 5.3.7 Notification letters to all Tenants prepared and executed by Purchaser in the form attached hereto as Exhibit G. 5.3.8 The Vendor Terminations (Purchaser shall be solely responsible for identifying each of the Terminated Contracts (subject to the terms and conditions of Section 3.6) and addressing and preparing each of the Vendor Terminations for execution by Purchaser and Seller). 5.3.9 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.10 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser's authority to consummate this transaction.

  • Advance Notice At any time during the Commitment Period, the Company may deliver an Advance Notice to the Investor, subject to the conditions set forth in Section 7.2; provided, however, the amount for each Advance as designated by the Company in the applicable Advance Notice, shall not be more than the Maximum Advance Amount. The aggregate amount of the Advances pursuant to this Agreement shall not exceed the Commitment Amount. The Company acknowledges that the Investor may sell shares of the Company's Common Stock corresponding with a particular Advance Notice on the day the Advance Notice is received by the Investor. There will be a minimum of seven (7) Trading Days between each Advance Notice Date.