Right of Initiating Shareholder to Give Liquidity Notice Sample Clauses

Right of Initiating Shareholder to Give Liquidity Notice. If no ROFO Liquidity Offer is made, or if the Initiating Shareholder does not accept a ROFO Liquidity Offer that is made, then the Initiating Shareholder shall have the right, exercisable by giving written notice (a “Liquidity Notice”) to the Corporation within 20 Business Days of the rejection (or deemed rejection) of the last ROFO Liquidity Offer (or, if no ROFO Liquidity Offer was made, within 20 Business Days of the expiry of the 30 day period during which a ROFO Liquidity Offer may have been made), to cause the Corporation to initiate a value-maximizing, broadly-marketed, corporate sale process, with the intended objective of receiving the highest possible offer for the Corporation (a “Process”). The Corporation shall promptly give a copy of such Liquidity Notice to each of the Shareholders other than the Initiating Shareholder. Each Significant Shareholder Group that is not the Initiating Shareholder shall have 10 Business Days from receipt of the Liquidity Notice to notify the Initiating Shareholder and the Corporation of its intention to affirmatively participate in the Process (such notice, a “Participation Notice” and such Significant Shareholder Group, a “Participating Shareholder”); provided, however, that as a condition to becoming a Participating Shareholder, the Significant Shareholder Group must irrevocably agree that it may not, for a period of nine months from the date of such election, submit any offer to purchase Shares pursuant to the Process (unless otherwise agreed by the Initiating Shareholder and ACON). If a Significant Shareholder Group gives a Participation Notice to the Initiating Shareholder , then the Initiating Shareholder and each Participating Shareholder shall jointly instruct the Corporation on how to proceed with the Process and the consummation of the Liquidity Event, so long as each of the Initiating Shareholder and each Participating Shareholder acts in good faith in an effort to cause the Corporation to pursue a Process and effect a Liquidity Event in a timely manner. If a Participating Shareholder or the Initiating Shareholder fails to act in good faith as contemplated in the foregoing sentence, then such other Shareholders acting in good faith shall be permitted to instruct the Corporation on how to proceed with the Process and the consummation of a Liquidity Event. The Significant Shareholder Groups (other than the Initiating Shareholder or a Significant Shareholder Group that made a ROFO Liquidity Offer) may subm...
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Related to Right of Initiating Shareholder to Give Liquidity Notice

  • Warrant Agent Not Required to Give Notice of Default The Warrant Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Warrant Agent and in the absence of any such notice the Warrant Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to any default.

  • 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.

  • Employee must give notice 7.2.6(a) The employee must, as soon as reasonably practicable and during the ordinary hours of the first day or shift of such absence, inform the employer or their inability to attend for duty and as far as practicable state the nature of the injury, illness or emergency and the estimated duration of the absence. If it is not reasonably practicable to inform the employer during the ordinary hours of the first day or shift of such absence, the employee will inform the employer within 24 hours of such absence.

  • Failure to Give Notice (a) An employee who fails to give notice required by Article 24.01, or who is deemed to have resigned by virtue of 24.02, shall be struck from the payroll effective the date she absents herself without leave, and shall have deducted from monies owed her by the Employer from all sources, including any vacation pay, a sum equivalent to the salary payable to her for the period of notice which she failed to work.

  • Warrant Agent Not Required to Give Security The Warrant Agent shall not be required to give any bond or security in respect of the execution of the agency and powers of this Indenture or otherwise in respect of the premises.

  • Notice to Issuer Documents will be considered to have been delivered to the Issuer on the next business day following the date of transmission, if delivered by fax, the date of delivery, if delivered by hand during normal business hours or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the following: PHIVIDA HOLDINGS INC. 17 – 0000 Xxxxxx Xxxxxx Vancouver, BC V6G 1M9 Attention: Xxxx-Xxxxx Xxxxxxxxxxx, President & CEO Email: xxxx@xxxxxxx.xxx

  • Publication Notice Similarly, the Settlement Administrator will cause the Publication Notice to be published in accordance with the Media Plan attached as part of Exhibit B. The Parties agree that the Publication Notice provides to the Settlement Class and Settlement Class Members information sufficient to inform them of: the essential terms of the Settlement; appropriate means for obtaining additional information regarding the Settlement and the Action; and, appropriate information about the procedure for objecting or opting-out from the Settlement, if they should wish to do so. Because the Media Plan is determined to be the best notice practicable under the circumstances and satisfies due process, the Parties will request the Court to approve the Media Plan in the Preliminary Approval Order.

  • Required Notice The Company will advise the appropriate committee or committees as soon as possible, and in any case not less than one hundred and eighty (180) days before the introduction thereof, of mechanization, technological changes and/or automation which the Company has decided to introduce and which will result in terminations or other significant changes in the employment status of employees. The Company will advise the appropriate committee or committees as soon as possible, and in any case not less than thirty (30) days before the expected date of the change of the anticipated time sequence of final installation and production start-up and the anticipated effect on the job status of individual employees.

  • Notice Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or certified mail, postage prepaid, addressed by the party giving notice to the other party at the last address furnished by the other party to the party giving notice: if to the Issuer, at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, and if to Distributors, at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx.

  • Notice to the Union At the time notice of displacement is issued, a copy of the notice shall be sent to the Union xxxxxxx.

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