Shareholder Notice. A Shareholder wishing to exercise a right under this Article VII shall do so by serving a notice upon the other Shareholder and the Company, and any such notice shall be irrevocable. Any such notice shall be served within sixty (60) Business Days of a Shareholder gaining actual knowledge of the occurrence of the circumstances which entitle it to serve the notice (or, in the case of a notice from Global Green to V Partner pursuant to Section 7.2 hereof, within twenty (20) Business Days of its receipt of the relevant notice from V Partner),
Shareholder Notice. MHA shall have satisfied all of the requirements of Section 710(b) of the Amex Company Guide of the American Stock Exchange, if applicable, including the submission of the written application to the Exchange’s Listing Qualifications Department, the notice to MHA’s shareholders and the public announcement of the transaction.
Shareholder Notice. No notice to be given by the Company to the Company Shareholders pursuant to Israeli Law or the Charter Documents, if any, or otherwise and any amendment or supplement thereto (other than any of the information supplied or to be supplied by Acquirer for inclusion therein), will contain, as of the date of the mailing of such document, any untrue statement of a material fact, or, to the Knowledge of the Company, will omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
Shareholder Notice. Pursuant to Section 79-4-11.03 of the MBCA, the Purchaser shall have delivered notice to its shareholders informing them that the Purchaser’s Board of Directors and a majority of the Purchaser’s shareholders entitled to vote adopted this Agreement and approved the Merger, the Private Placement and the transactions contemplated hereby and thereby.
Shareholder Notice. The Company shall send out a notice to its shareholders which complies with the Nasdaq Stock Market's interpretations of the NASD Rules as promptly as practicable following the date hereof notifying the shareholders that the audit committee of the Company has expressly approved reliance on an exception to the Nasdaq Stock Market's shareholder approval requirement as to the issuance of certain Warrants and the Agent Warrants to the Subscribers and Commonwealth, respectively.
Shareholder Notice. 38 Section 5.2 Conduct of the Business.................................... 38 Section 5.3 Access to Information...................................... 40 Section 5.4 Efforts; Further Assurances; Permits....................... 41 Section 5.5
Shareholder Notice. The Company shall provide notice to the Shareholders to the extent applicable of the approval of this Agreement and the Merger in accordance with all applicable provisions of the Virginia Stock Corporation Act.
Shareholder Notice. The Registration Statement will not, at the time it becomes effective, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, except that no representation is made by ADP with respect to information supplied by Sandx xx any Affiliate thereof which relates to Sandx xx any Affiliate or associate of Sandx.
Shareholder Notice. As promptly as practicable following the execution of this Agreement, the Company shall transmit to the Company Shareholders the Board’s recommendation that the shareholders vote in favor of approval of this Agreement, the Merger and the other Transactions. The Company shall send a notice to the Company Shareholders pursuant to and in accordance with the applicable provisions of the GBCC and the Company Charter and the Company Bylaws (the “Shareholder Notice”) that states that a Company Shareholder Meeting shall be held to consider this Agreement, the Merger and the other Transactions. The Company shall take all necessary actions to convene and hold the Company Shareholder Meeting to consider and vote upon this Agreement, the Merger and the other Transactions for purposes of obtaining the Requisite Shareholder Approval. The Shareholder Notice shall also state that the Company Shareholders are or may be entitled to assert Dissenters’ Rights pursuant to Section 2.01(d) and Article 13 of the GBCC and shall be accompanied by a copy of Article 13 of the GBCC. Also accompanying the Shareholder Notice shall be a disclosure document that includes at least the information required to be included by the GBCC. (the “Disclosure Document”). The Shareholder Notice shall be given no fewer than ten (10) days nor greater than sixty (60) days prior to the date of the Company Shareholder Meeting. The Disclosure Document shall not make the approval of the other Transactions contingent or otherwise conditioned on the approval of any “parachute payments” within the meaning of Section 280G of the IRC. Such Disclosure Document shall specifically include and confirm that the Requisite Shareholder Approval will constitute the approval of: (i) the escrow and indemnification obligations of the Company Indemnifying Parties set forth in Section 2.03 and Article VIII respectively, and the deposit of cash equal to the Escrow Amount into the Escrow Account, (ii) the allocation of the Net Merger Consideration, including the Escrow Amount and the Shareholders’ Representative Fund Amount, as set forth in this Agreement and (iii) the appointment of PFire Escrow, Inc., a wholly owned subsidiary of Cable News Network, Inc., as the Shareholders’ Representative. The Board shall not alter, modify, change or revoke its approval of this Agreement, the Merger, and the other Transactions, and its recommendation to the Company Shareholders to vote in favor of approval of this Agreement, the Merger and ...
Shareholder Notice. At any time after the third (3rd) anniversary of the Effective Date, if a bona fide offer (a "BONA FIDE OFFER") is made by an independent third party to purchase all or substantially all of the assets or equity securities of the Company, the Management Stockholder or the Preferred Stockholder that received such Bona Fide Offer shall promptly notify the Company in writing of the terms, including price, and conditions of the Bona Fide Offer. Upon receipt of the notice from the Management Stockholder or the Preferred Stockholder, or, if the Bona Fide Offer is received by the Company directly from the independent third party, the Company promptly shall notify (the "COMPANY NOTICE") the Preferred Stockholder in writing of the Bona Fide Offer, specifying the terms, including price, and conditions of the Bona Fide Offer.
