Tag Notice Sample Clauses

Tag Notice. In the event Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx and/or any of their respective Affiliate(s) proposes to Transfer any shares of Common Stock and/or Convertible Securities (not including Transfers made pursuant to a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act) that collectively represent more than 1% of the issued and outstanding shares of Common Stock of the Company (such Person or Persons proposing to make a Transfer, the “Selling Shareholder”), the Company shall promptly provide notice thereof to Investor (such notice is referred to herein as the “Tag-Along Notice”) disclosing in reasonable detail the identity of the prospective transferee(s), the number of shares of Common Stock to be Transferred, the price per share to be paid for such Common Stock in such Transfer and the other terms and conditions of the Transfer.
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Tag Notice. If at any time the Majority Holders collectively or either Majority Holder individually desires to transfer or dispose of the Required Amount of Common Stock, such person or persons (the "Selling Shareholder") must first give to the Company and each other Holder (collectively, the "Other Holders") a written notice signed by the Selling Shareholder (the "Selling Shareholders Notice") stating: (a) the Selling Shareholders bona fide desire to transfer its shares of Common Stock; (b) the number of shares of Common Stock offered by the Selling Shareholder ("Offered Stock"); (c) the form of consideration (the "Offered Consideration") and price per share at which the Offered Stock is offered (the "Offered Price"); (d) the proposed time of closing and payment for the Offered Stock (the "Closing Date"); and (f) any other relevant material terms of the proposed sale of the Offered Stock.
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Tag Notice. If this clause 18 applies, the Majority Holder must first give written notice (a Tag Notice) to each Minority Holder. A Tag Notice must: (a) specify the number of Securities the Majority Holder proposes to sell, the proposed sale price per Security (the Tag Sale Price) and any other terms and conditions of the Third Party Sale (the Tag Sale Terms) which, if the Tag Sale Price for the Securities the subject of the Third Party Sale includes any non-cash consideration other than liquid marketable securities, must include (i) a choice (of the relevant Minority Holder’s choosing) between: (A) the same mix of non-cash and cash consideration as the Majority Holder is to receive pursuant to the Third Party Sale; or (B) cash consideration only with the non-cash component being satisfied in cash at the Tag Value; and (ii) the value that the Majority Holder is ascribing to the non-cash consideration which, if the Minority Holder elects, must be the Fair Value (the Tag Value); (b) state the name of the person to whom the Majority Holder proposes to sell its Securities (the Tag Buyer) and, if that person is a body corporate, the Ultimate Holding Company of that person; (c) state that each Minority Holder has an option (a Tag Option) to direct the Majority Holder to require, as a condition of the sale of the Majority Holder’s Securities, that the Tag Buyer also buy: (i) if the Tag Buyer (together with its Affiliates) would, following completion of the Third Party Sale, hold 50% or more of the Securities, at the Minority Holder’s election, either: (A) all of the Minority Holder’s Securities; or (B) the same proportion of the Minority Holder’s Securities as the proportion of Securities that the Majority Holder is selling pursuant to the Third Party Sale; or (ii) if the Tag Buyer (together with its Affiliates) would, following completion of the Third Party Sale, hold less than 50% of the Securities, the same proportion of the Minority Holder’s Securities as the proportion of Securities that the Majority Holder is selling pursuant to the Third Party Sale, (any such Securities being sold by the Minority Holder being Tag Securities), at the Tag Sale Price and, subject to clause 18.4, on the Tag Sale Terms; (d) specify a period, which must be at least ten Business Days, during which recipients of a Tag Notice may exercise their Tag Options (the Tag Period); and (e) state the Majority Holder’s reasonable best estimate of the date for completion of the sale of the Tag Securities...
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Tag Notice. 24 2.6.2 Tag-Along Election.................................................................... 25 2.6.3 Seller's Rights to Transfer........................................................... 25
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Related to Tag Notice

  • 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.

  • 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”).

  • 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

  • Giving Notice Except as otherwise permitted by Section 2.14 with respect to borrowing notices, all notices and other communications provided to any party hereto under the Agreement or any other Loan Document shall be in writing and addressed or delivered to such party at its address set forth below its signature hereto or at such other address (or to counsel for such party) as may be designated by such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when transmitted.

  • Stop-Transfer Notices Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

  • Funding Notice Administrative Agent shall have received a fully executed and delivered Funding Notice.

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

  • PUT NOTICE At any time during the Commitment Period, the Company may deliver a Put Notice to Investor, subject to the conditions set forth in Section 7.2; provided, however, the Investment Amount for each Put as designated by the Company in the applicable Put Notice shall be neither less than the Minimum Put Amount nor more than the Maximum Put Amount.

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