Compelled Sale Notice Period definition

Compelled Sale Notice Period has the meaning assigned to such term in Section 12.3(a).
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Compelled Sale Notice Period each of the Management Shareholders shall deliver to a representative of the Institutional Shareholders designated in the Compelled Sale Notice certificates, and in the case of warrants, the applicable instrument, representing all Company Securities comprising the Drag-Along Portion held by such Management Shareholder, duly endorsed, together with all other documents required to be executed in connection with such Compelled Sale or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Company Securities pursuant to this Section 4.02(a) at the closing of such Compelled Sale against delivery to such Management Shareholder of the consideration therefor. If a Management Shareholder should fail to deliver such certificates to the Institutional Shareholders, the Company (subject to reversal under Section 4.02(b)) shall cause the books and records of the Company to show that such Company Securities are bound by the provisions of this Section 4.02(a) and that such Company Securities shall be Transferred to the transferee in the Compelled Sale immediately upon surrender for Transfer by the holder thereof. The Management Shareholders shall (A) be required (1) to bear their proportionate share of any escrows, holdbacks or adjustments in purchase price and any documented transaction expenses, (2) to make such representations, warranties and covenants and enter into such agreements as are customary for transactions of the nature of the Compelled Sale, in each case under the terms of any definitive agreements relating to such Compelled Sale and (3) vote for, consent to and raise no objection against the Compelled Sale and (B) benefit from all of the same provisions of the definitive agreements as the Institutional Shareholders, it being understood that any liability of any Management Shareholder for indemnification or similar post-closing obligations shall not exceed the consideration such Management Shareholder receives in the Compelled Sale and shall be a proportional share of any such liability based on such Management Shareholder’s share of the aggregate consideration in the Compelled Sale.
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Compelled Sale Notice Period has the meaning assigned to such term in Section 12.3(a). “Compelled Sale Price” has the meaning assigned to such term in Section 12.3(a). “Compensation Committee” has the meaning assigned to such term in Section 6.5(e)(iv). “Contribution and Assumption Agreement” means the Contribution, Conveyance and Assumption Agreement
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Related to Compelled Sale Notice Period

  • Sale Notice has the meaning set forth in Section 3.04(b).

  • Co-Sale Notice has the meaning set forth in Section 5.3.

  • Proposed Sale has the meaning set forth in Section 2.4(a).

  • Buy-Sell Notice shall have the meaning set forth in Section 12.1(a).

  • Sale Period has the meaning set forth in Section 7.1(g)(iii).

  • Required Notice Period means the number of days required notice set forth below applicable to the Aggregate Reduction indicated below: ≤$100,000,000 two Business Days >$100,000,000 to $250,000,000 five Business Days ≥$250,000,000 ten Business Days

  • Subsequent Financing Notice shall have the meaning ascribed to such term in Section 4.12(b).

  • Transfer Notice Date has the meaning given to it in Section 2.06.

  • Term SOFR Notice means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.

  • CAFA Notice refers to the notice requirements imposed by 28 U.S.C. § 1715(b).

  • Put Option Notice means a notice which must be delivered to a Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;

  • Approved Sale has the meaning set forth in 2.1(d).

  • Acquisition Notice has the meaning set forth in Section 2.5(a).

  • Nomination Notice means all information and documents that a Nominating Stockholder is required to submit to the Secretary of the Corporation pursuant to Section 2.6(f).

  • Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.

  • Registration Notice has the meaning specified in Section 2.1(a).

  • Initial Notice shall have the meaning set forth in Section 7.1.

  • Contribution Notice means a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Xxx 0000.

  • Notice Period has the meaning set forth in Section 5.09(e).

  • ROFO Period is defined in Section 6.1(a).

  • Term SOFR Transition Event means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

  • Special Termination Notice means the Notice of Special Termination substantially in the form of Annex VII to this Agreement.

  • Call Notice shall have the meaning specified in Section 1.1 of the Warrant Agent Agreement.

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Tag or “RFID tag” means the unique identification number or Radio Frequency Identification (RFID) issued to a licensee by the agency for tracking, identifying and verifying marihuana plants, marihuana products, and packages of marihuana product in the statewide monitoring system.

  • Mediation Notice is defined in Section 6.2(b).