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. 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. 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 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
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
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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

Related to Rights 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

  • 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.

  • Class Notice The Settling Parties have presented to the Court proposed forms of Settlement Notice, which are appended hereto as Exhibit 3 and Exhibit 4, respectively. A. The Court finds that the proposed forms and the website referenced in the Settlement Notice fairly and adequately: i. Describe the terms and effect of the Settlement Agreement and of the Settlement; ii. Notify the Settlement Class concerning the proposed Plan of Allocation; iii. Notify the Settlement Class that Class Counsel will seek compensation from the Settlement Fund for the Class Representatives, Attorneys’ Fees and Costs; iv. Notify the Settlement Class that Administrative Expenses related to the implementation of the Settlement will be paid from the Settlement Fund; v. Give notice to the Settlement Class of the time and place of the Fairness Hearing; and vi. Describe how the recipients of the Class Notice may object to any of the relief requested and the rights of the Settling Parties to discovery concerning such objections. B. The Settling Parties have proposed the following manner of communicating the notice to Class Members: the Settlement Administrator shall, by no later than sixty (60) days before the Fairness Hearing, cause the Settlement Notices, with such non- substantive modifications thereto as may be agreed upon by the Settling Parties, to be sent by electronic mail to all Class Members for whom the Settlement Administrator is provided a current email address and mailed, by first-class mail, postage prepaid, to the last known address of each member of the Settlement Class for whom there is no current email address that can be identified through commercially reasonable means. The Court finds that such proposed manner is the best notice practicable under the circumstances and directs that the Settlement Administrator provide notice to the Settlement Class in the manner described. Defendants shall cooperate with the Settlement Administrator by providing or facilitating the provision of, in electronic format, the names, addresses, email addresses (to the extent available), and social security numbers or other unique identifiers of members of the Settlement Class. The names, addresses, email addresses (to the extent available), and social security numbers or other unique identifiers obtained pursuant to this Order shall be used solely for the purpose of providing notice of this settlement and as required for purposes of tax withholding and reporting, and for no other purpose. C. For any Settlement Notice returned as undeliverable, the Settlement Administrator shall utilize the provided social security number or other unique identifier to attempt to determine the current address of the person and shall mail notice to that address. D. At or before the Fairness Hearing, Class Counsel or the Settlement Administrator shall file with the Court a proof of timely compliance with the foregoing requirements. E. The Court directs Class Counsel, no later than sixty (60) days before the Fairness Hearing, to cause the Settlement Notice to be published on the Settlement Website.

  • 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”).

  • STOP WORK NOTICE The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice.

  • 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.

  • Termination Warning Notice B The Secretary of State may serve a Termination Warning Notice where he considers that:

  • 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).

  • 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.

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