Valid Buy-Sell Notices Sample Clauses

Valid Buy-Sell Notices or acceptances of an offer under this clause (a) In order for the First Shareholder to serve on the Second Shareholder a valid Buy-Sell Notice to buy the Buy-Sell Shares from the Second Shareholder in accordance with clause 19.1 or for the Second Shareholder to validly reject the offer to sell the Buy-Sell Shares to the First Shareholder set out in the Buy-Sell Notice in accordance with clause 19.4 (as the case may be), the relevant Major Shareholder shall accompany either the Buy-Sell Notice or the written rejection of the offer in the Buy-Sell Notice (as the case may be) with an on demand letter of credit (or equivalent) from one or more Relevant Financial Institution(s) undertaking in favour of the Second Shareholder or the First Shareholder (as the case may be) that such Relevant Financial Institution(s) will irrevocably and unconditionally pay an amount equal to the purchase price to complete the acquisition of all the Buy-Sell Shares or of all the Reverse Buy-Sell Shares (as the case may be) on completion in accordance with this clause 19 and be legally and irrevocably obliged to pay all such purchase price to the Second Shareholder or the First Shareholder (as the case may be) in the event that the First Shareholder or Second Shareholder (as the case may be) does not complete the acquisition of all the Buy-Sell Shares or all the Reverse Buy-Sell Shares (as the case may be) in accordance with the provisions of this clause 19 and such letter of credit shall not expire prior to the date that is 90 calendar days following the date on which the Second Shareholder either accepts the offer from the First Shareholder to buy the Buy-Sell Shares from the Second Shareholder set out in a Buy-Sell Notice, or is deemed to have accepted the offer, in accordance with clause 19.3, or rejects the offer set out in the Buy-Sell Notice from the First Shareholder to buy the Buy-Sell Shares from the Second Shareholder in accordance with clause 19.4, as the case may be. (b) To the extent a Shareholder does not: (i) in the case of the First Shareholder purporting to serve on the Second Shareholder a Buy-Sell Notice to buy the Buy-Sell Shares from the Second Shareholder, serve a valid Buy-Sell Notice in accordance with clauses 19.1, 19.2 and 19.5(a), then no Buy-Sell Notice shall be deemed to have been served on the Second Shareholder; and (ii) in the case of the Second Shareholder purporting to reject an offer set out in the Buy-Sell Notice to sell the Buy-Sell Shares to th...
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Related to Valid Buy-Sell Notices

  • Valid notices A notice under or in connection with a Finance Document shall not be invalid by reason that its contents or the manner of serving it do not comply with the requirements of this Agreement or, where appropriate, any other Finance Document under which it is served if: (a) the failure to serve it in accordance with the requirements of this Agreement or other Finance Document, as the case may be, has not caused any party to suffer any significant loss or prejudice; or (b) in the case of incorrect and/or incomplete contents, it should have been reasonably clear to the party on which the notice was served what the correct or missing particulars should have been.

  • 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.

  • Public Notices The Parties agree that all notices to third parties and all other publicity concerning the transactions contemplated by this Agreement shall be jointly planned and coordinated and no Party shall act unilaterally in this regard without the prior approval of the others, such approval not to be unreasonably withheld.

  • Governmental Notices Tenant shall promptly provide Landlord with copies of all notices received by Tenant relating to any actual or alleged presence or Handling by any Tenant Party of Hazardous Materials in, on or about the Premises or any other portion of the Project, including, without limitation, any notice of violation, notice of responsibility or demand for action from any federal, state or local governmental authority or official in connection with any actual or alleged presence or Handling by any Tenant Party of Hazardous Materials in or about the Premises or any other portion of the Project.

  • Third Party Notices Portions of the Apple Software or Services may utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the electronic documentation for the Apple Software and Services, and Your use of such material is governed by their respective terms.

  • Required Notices The Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, continue to advise Parent on a current basis of the status and terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from a Third Party that such Third Party is considering making a Company Acquisition Proposal or any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is considering making, or has made, a Company Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Company Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details of any such Company Acquisition Proposal, indication or request. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c).

  • Collection Notices The Collateral Agent is authorized at any time after the occurrence and during the continuance of an Amortization Event to date and to deliver to the Collection Banks the Collection Notices. Seller hereby transfers to the Collateral Agent for the benefit of the Purchasers, effective when the Collateral Agent delivers such notice, the exclusive ownership and control of each Lock-Box and the Collection Accounts. In case any authorized signatory of Seller whose signature appears on a Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. After the occurrence and during the continuance of an Amortization Event, Seller hereby authorizes the Collateral Agent, and agrees that the Collateral Agent shall be entitled, to (i) endorse Seller’s name on checks and other instruments representing Collections and (ii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Collateral Agent rather than Seller. Following the Amortization Date, Seller hereby authorizes the Collateral Agent, and agrees that the Collateral Agent shall be entitled, to enforce the Receivables, the related Contracts and the Related Security.

  • Sending Notices Any notice required or permitted to be given under this Security Agreement shall be sent in accordance with Section 9.01 of the Credit Agreement.

  • Notices and Approvals Except as may have been given or obtained, no notice to or consent or approval of any governmental body or authority or other third party whatsoever (including, without limitation, any other creditor) is required in connection with the execution, delivery or performance by Customer or any Guarantor of such of this Loan Agreement and the Additional Agreements to which it is a party.

  • Governmental and Third-Party Notices and Consents (a) Each Party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. (b) The Company shall use its Reasonable Best Efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as are required to be listed in Section 2.4 of the Disclosure Schedule.

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