Sonder Notice Sample Clauses

Sonder Notice. Xx Xxxxxxxx confirms no Marriott Restriction exists under Section 1.5.A.ii.2 or does not respond within the 10 business day period Sonder provides Marriott a Follow-Up Notice, then Sonder may notify Marriott in writing with respect to each New Sonder Property, as follows (each, a “Second Notice”): (i) for acquisitions of a Controlling Ownership Interest by a Sonder Party in any open and operating Lodging Facilities, no fewer than 30 days prior to the closing of the acquisition (and if Sonder desires that such New Sonder Property that will become a Sonder Controlled Property be operated by a Management Company, such notice to Marriott will also include the Due Diligence Information regarding the proposed Management Company); (ii) for acquisitions of a Controlling Ownership Interest by a Sonder Party in any under development or to be developed Lodging Facilities, no fewer than 30 days prior to the closing of the acquisition (and if Sonder desires that such New Sonder Property be operated by a Management Company, such notice to Marriott will also include the Due Diligence Information regarding the proposed Management Company); or (iii) for a Lodging Facility that will be operated by a Sonder Party (each, an “Operated Property”) under an operating or management agreement (such agreement, the 3632659v2 –License Agreement 3 “Management Agreement”) between a Sonder Party and an Unaffiliated Person (each, a “New Owner”), no fewer than 90 days prior to the applicable Sonder Party assuming operations of such Lodging Facility (and such notice to Marriott will also include the Due Diligence Information regarding the New Owner). Any Second Notice provided by Xxxxxx must be delivered within 90 days following the First Notice; provided, however, in the event that Xxxxxx is in active negotiations regarding the New Sonder Property and provides written notice to Marriott of the same, Xxxxxx will have an additional 90 days to deliver the Second Notice (for a total of 180 days). Each Follow-Up Notice regarding a New Sonder Property that would become an Operated Property will include a representation by Sonder that (A) the Management Agreement for such New Sonder Property complies with the terms of Section 26.11, and (B) no Marriott Restriction exists with respect to clause (v) of the definition of “Marriott Restriction” with respect to such New Sonder Property.
Sample 1
Sonder Notice. If any Sonder Party intends to acquire, directly or indirectly, a Controlling interest in a New Sonder Property or become the operator of a New Sonder Property, Sonder will provide Marriott notice of such intent (each, a “First Notice”), which First Notice will include the location of the New Sonder Property.
Sample 1

Related to Sonder Notice

  • 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.

  • 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

  • Notice to FINRA For a period of ninety (90) days after the date of the Prospectus, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged, in writing, to assist the Company in its search for a Target Business or to provide any other services in connection therewith, the Company will provide the following to FINRA and the Representative prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” with respect to the Offering, as such term is defined in Rule 5110 of the FINRA Manual. The Company also agrees that, if required by law, proper disclosure of such arrangement or potential arrangement will be made in the tender offer documents or proxy statement which the Company will file with the Commission in connection with the Business Combination.

  • Termination Notice If either Party, having become entitled to do so, decides to terminate this Agreement pursuant to the preceding Clause 8.2 (a) (i) or 8.2 (a) (ii), it shall issue Termination Notice setting out: (i) in sufficient detail the underlying Force Majeure Event; (ii) the Termination Date which shall be a date occurring not earlier than 60 (sixty) days from the date of Termination Notice; (iii) the estimated Termination Payment including the details of computation thereof and; (iv) any other relevant information.

  • Delivery Notice Notice of the Aircraft's Delivery Date, given by the Lessee as provided in Section 3.01 of the Participation Agreement and including any notice with respect to a postponed Delivery Date given by the Lessee pursuant to Section 3.05(c) of the Participation Agreement.

  • Date of Delivery of Advance Notice An Advance Notice shall be deemed delivered on (i) the Trading Day it is received by facsimile or otherwise by the Investor if such notice is received prior to 12:00 noon Eastern Time, or (ii) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 12:00 noon Eastern Time on a Trading Day or at any time on a day which is not a Trading Day. No Advance Notice may be deemed delivered on a day that is not a Trading Day.

  • 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”).

  • DATE OF DELIVERY OF PUT NOTICE A Put Notice shall be deemed delivered on (i) the Trading Day it is received by facsimile or otherwise by Investor if such notice is received on or prior to 12:00 noon New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 12:00 noon New York time on a Trading Day or at anytime on a day which is not a Trading Day.

  • Notice to NASD In the event any person or entity (regardless of any NASD affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company will provide the following to the NASD and EBC prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an "underwriter and related person" with respect to the Company's initial public offering, as such term is defined in Rule 2710 of the NASD's Conduct Rules. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement which the Company will file for purposes of soliciting stockholder approval for the Business Combination.

  • 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.