Rights Notice Sample Clauses

Rights Notice. Borrower shall give notice (the "Rights Notice") to Lender of any right to purchase additional shares or other securities ("Right") granted to Borrower and arising out of Borrower's ownership of any Shares or Distributions, such Rights Notice to be given within five (5) days after Borrower becomes aware of the existence of any Right. Each Rights Notice shall state the terms of the Right, including the expiration date for the exercise of the Right, shall state whether the Issuer will allow assignment of the Right to Lender, and shall be accompanied by the notice received by Borrower advising of the existence of the Right.
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Rights Notice. If the Company proposes to issue Participation Securities, it will give each Investor written notice (the "Rights Notice") of the Company's intention to do so, describing the Participation Securities, the price, and the general terms upon which the Company proposes to issue them. Each such Investor will have 14 days from the date of delivery of the Rights Notice to agree to purchase up to its Pro Rata Percentage of the total amount of such Participation Securities for the price and upon the general terms specified in the Rights Notice by giving written notice to the Company setting forth the quantity of Participation Securities to be purchased.
Sample 1
Rights Notice. The Transferor shall offer the Right of First Refusal and the Right to Tag Along to the other Founding Shareholder pursuant to a written notice to the Company and to the Other Founding Shareholder providing details of the Transferee and a copy of the Terms Agreement (the “Rights Notice”).
Sample 1
Rights Notice. Optionee shall give notice (the "Rights Notice") to Investors of any right ("Right") to purchase additional shares or other securities granted to Optionee and arising out of Optionee's ownership of any Option Shares, Distributions, Auxiliary Securities or other proceeds from the Option Shares, such Rights Notice to be given within five days after Optionee becomes aware of the existence of any Right. Each Rights Notice shall state the terms of the Right, including the expiration date for the exercise of the Right, shall state whether the Issuer will allow assignment of the Right to the Investors, and shall be accompanied by the notice received by Optionee advising of the existence of the Right.
Sample 1
Rights Notice. The Transferor shall offer the Right of First Refusal and the Right to Tag Along to the other Limited Partner pursuant to a written notice to the TV Entities and to the Other Limited Partner providing details of the Transferee and a copy of the Terms Agreement (the “Rights Notice”).
Sample 1
Rights Notice. To effect a Rights Offer, the Board shall cause to be delivered to the Shareholders a notice (the "Rights Notice") specifying the total number of Shares being offered, the number of Shares being offered to each Shareholder, the subscription price for each Share and the date by which such offer, if not accepted, will be deemed to have been declined (such date to be not less than six months from the date the notice is given)(the "Acceptance Period").
Sample 1
Rights Notice. The Company has prepared, prior to the date hereof, a notice to all Company Stockholders of the actions taken by Stockholders’ Consent in accordance with Section 228(e) of the DGCL and that notifies the Company Stockholders (other than Company Stockholders who signed the Stockholders’ Consent) of their appraisal rights in accordance with Section 262 of the DGCL or their dissenter rights under Chapter 1300 of the California Law (including the accompanying information statement, the “Rights Notice”). The Rights Notice complies in all respects with Sections 228(e) and 262 of the DGCL and Chapter 1300 of the California Law and contains disclosure regarding the Company, this Agreement, the Merger, the background of the Merger, the interests of the Principal Stockholders and officers of the Company in the transactions contemplated hereby, and any other information required or material under the DGCL and Delaware law, to inform the Company Stockholders of the Stockholders’ Consent and of their appraisal rights, and to allow the Company Stockholders to make an informed decision regarding such appraisal rights or any other rights they may have in connection with the transactions contemplated hereby. The Rights Notice does not contain any misstatement of any fact that is material to a decision of a Company Stockholder to assert appraisal or dissenters’ rights, or to understand the Stockholders’ Consent, nor does it omit to state any fact that is material to a decision to assert appraisal or dissenters’ rights, or that is necessary to make the facts that are material to such a decision that are included in the Rights Notice not misleading.
Sample 1
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Rights Notice. The Company and each Subsidiary shall cooperate, and shall cause the Principal Stockholders to cooperate, with the Buyer to revise, amend, update, prepare and mail to Company Stockholders the Rights Notice in a form reasonably acceptable to Buyer. The Company, each Subsidiary and the Principal Stockholders, and any entities controlled by the Company or the Principal Stockholders, shall provide all information requested by the Company and necessary to complete the preparation and mailing of the Rights Notice. At the request of the Buyer, the Company will mail the Rights Notice to the Company Stockholders as soon as practicable after the date hereof, and in the event the Rights Notice is not mailed prior to the Closing Date, shall cause the Principal Stockholders to assist the Buyer in mailing the Rights Notice immediately after the Closing Date.
Sample 1

Related to Rights Notice

  • Offering Notice Except for (a) options to purchase Common Stock or restricted stock which may be issued pursuant to a Stock Option Plan, (b) a subdivision of the outstanding shares of Common Stock into a larger number of shares of Common Stock, (c) Equity Securities of the Company issued upon exercise, conversion or exchange of any Common Stock Equivalent either (x) previously issued or (y) issued in accordance with the terms of this Agreement, (d) Equity Securities of the Company issued in consideration of an acquisition (whether pursuant to a stock purchase, asset purchase, merger or otherwise), approved by the Board of Directors in accordance with the terms of this Agreement, by the Company of another Person, (e) issuances to commercial banks, lessors and licensors in non-equity financing transactions (provided that the foregoing will not include any issuances to private equity or venture capital firms or any private equity division of any investment bank or commercial bank) not exceeding more than five percent (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (f) issuances to the public pursuant to an effective Registration Statement and (g) issuances in connection with any dividend or distribution on shares of preferred stock of the Company, if any ((a)-(g) being referred to collectively as “Exempt Issuances”), if, following compliance with Section 6.9 (if applicable), the Company wishes to issue any Equity Securities or Debt Securities of the Company (collectively, “New Securities”) to any Person (the “Subject Purchaser”), then the Company shall offer such New Securities to each of the Initial Stockholders holding greater than one percent (1%) of the then-issued and outstanding Shares (each, a “Preemptive Rightholder”, and collectively, the “Preemptive Rightholders”) by sending written notice (the “New Issuance Notice”) to the Preemptive Rightholders, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per security of the New Securities (the “Proposed Price”). Upon delivery of the New Issuance Notice, such offer shall be irrevocable unless and until the rights provided for in Section 4.2 shall have been waived or shall have expired.

  • 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 Purchaser and the other Forward Contract Parties 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 and the applicable pro rata share of such New Equity Securities offered to the Purchaser pursuant to such Offering Notice.

  • TRUST NOTICE If a Fund is a Trust, notice is hereby given that this Agreement has been executed on behalf of Fund by the undersigned duly authorized representative of Fund in his/her capacity as such and not individually; and that the obligations of this Agreement are binding only upon the assets and property of Fund and not upon any trustee, officer of shareholder of Fund individually, and, if the Fund is a Massachusetts business trust, that a copy of Fund’s Trust Agreement and all amendments thereto is on file with the Secretary of State of Massachusetts.

  • Selection Notice A Selection Notice to be effective must be:

  • Notice to the Holder Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall deliver to each Holder within two (2) Business Days a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

  • Notice Period Where this Agreement specifies a minimum period of notice to be given to the Facility Agent, the Facility Agent may, at its discretion, accept a shorter notice period.

  • Notice Procedure Subject to Sections 7(f)(iv) and 7(f)(vi) hereof, whenever, under the provisions of any statute, the Certificate of Formation or this Agreement, notice is required to be given to any Manager, such notice shall be deemed given effectively if given in person or by telephone, by mail addressed to such Manager at such Manager’s address as it appears on the records of the Company, with postage thereon prepaid, or by telegram, telex, telecopy or any other lawful means (including electronic transmission) addressed as aforesaid.

  • Written Notice Any notice, demand, direction or instruction to be given to the Depositor, Evaluator or Supervisor hereunder shall be in writing and shall be duly given if mailed or delivered to the Depositor, 2455 Corporate West Drive, Lisle, Illinois 60532, or at such other adxxxxx xx xxxxx xx xxxxxxxxx xx xxx Xxxxxxxxx xx the other parties hereto in writing.

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