Consummation Notice definition

Consummation Notice is defined in Section 4.2(a) hereof.
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Consummation Notice shall have the meaning ascribed to such term in Section 4.3 herein.
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Examples of Consummation Notice in a sentence

  • The certificate(s) (or evidence of delivery of uncertificated Common Shares) delivered to the Transferring Stockholder (or the Transferring Stockholder’s designee) by the Tag-Along Stockholders shall be transferred to the Named Third Party as part of the consummation of the Transfer of Common Shares pursuant to the terms and conditions specified in the Transfer Notice and the Consummation Notice.

  • If the consummation of the Merger is rejected by Diego Washington pursuant to the terms of this Section 1.2 or Section 1.3 below, Diego Delaware may submit a new Consummation Notice to Diego Washington at any time not less than 90 days after the date of rejection of the previous Consummation Notice.

  • The certificate(s) delivered to the Selling Party by the Tagging Party shall be Transferred to the third party identified in the Consummation Notice, as part of the consummation of the Transfer of Common Stock pursuant to the terms and conditions specified in the Transfer Notice and the Consummation Notice.

  • At least five (5) days prior to the date of such consummation, the Tagging Party shall deliver to the Selling Party for Transfer to the third party one or more certificates, properly endorsed for Transfer, which represent the number of shares of Common Stock such Tagging Party is entitled to sell, as provided in the Consummation Notice.

  • The certificate(s) delivered to Thayxx xx each Tag-Along Shareholder shall be Transferred to the Third Party identified in the Consummation Notice, as part of the consummation of the Transfer of Common Stock pursuant to the terms and conditions specified in the Transfer Notice and the Consummation Notice.

  • At least five (5) days prior to the date of such consummation, each Tag Along Shareholder shall deliver to Xxxxxx for Transfer to the third party one or more certificates, properly endorsed for Transfer, which represent the number of shares of Common Stock such Tag Along Shareholder is entitled to sell as provided in the Consummation Notice.

  • At least five (5) days prior to the date of such consummation, each Tag-Along Shareholder shall deliver to Thayxx xxx Transfer to the Third Party one or more certificates, properly endorsed for Transfer, which represent the number of shares of Common Stock such Tag-Along Shareholder is entitled to sell as provided in the Consummation Notice.

  • The certificate(s) delivered to Xxxxxx by each Tag Along Shareholder shall be Transferred to the third party identified in the Consummation Notice, as part of the consummation of the Transfer of Common Stock pursuant to the terms and conditions specified in the Transfer Notice and the Consummation Notice.

  • At least five ---------- (5) days prior to the date of such consummation, each Tag Along Stockholder shall deliver to Xxxxxx for Transfer to the third party one or more certificates, properly endorsed for Transfer, which represent the number of shares of Common Stock such Tag Along Stockholder is entitled to sell as provided in the Consummation Notice.

  • This Agreement shall terminate on the date that is 5 years after the date of submission of the first Consummation Notice that is not rejected on the grounds that either party to this Agreement or any of their respective directors, officers, employees or stockholders is more likely to become subject to federal criminal charges as a result of the consummation of the Merger than they would be if the Merger was not consummated.

Related to Consummation Notice

  • Transaction Notice means a written request of Seller to enter into a Transaction in a form attached as Exhibit C hereto or such other form as shall be mutually agreed upon between Seller and Purchaser, which is delivered to the Purchaser in accordance with Section 3(c) herein.

  • Acquisition Notice has the meaning set forth in Section 2.6(a).

  • Consummation Deadline As defined in Section 3(b) hereof.

  • Consummation Date means the date of the substantial consummation (as defined in Section 1101 of the Bankruptcy Code and which for purposes of this Agreement shall be no later than the effective date) of a Reorganization Plan that is confirmed pursuant to an order of the Bankruptcy Court.

  • Consummation means the occurrence of the Effective Date.

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

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

  • Disposition Notice is defined in Section 5.2(a).

  • Confirmation Notice means a notice provided by the Issuer to an Investor in accordance with clause 1.3(c) of the Terms;

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

  • Completion Notice means a notice issued by the Developer in accordance with clause 6.1.

  • Co-Sale Notice has the meaning set forth in Section 4.3.

  • Termination Notice means the communication issued in accordance with this Agreement by one Party to the other Party terminating this Agreement;

  • Auction Notice has the meaning assigned to such term in the definition of “Dutch Auction”.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Activation Notice have the meanings ascribed thereto in Annex C.

  • prohibition notice means a prohibition notice issued under clause 58(1);

  • Addition Notice With respect to the transfer of Subsequent Mortgage Loans to the Trust Fund pursuant to Section 2.08, a notice of the Depositor's designation of the Subsequent Mortgage Loans to be sold to the Trust Fund and the aggregate principal balance of such Subsequent Mortgage Loans as of the Subsequent Cut-off Date. The Addition Notice shall be given not later than three Business Days prior to the related Subsequent Transfer Date and shall be substantially in the form attached hereto as Exhibit P.

  • Sale Notice has the meaning set forth in Section 9.18(b).

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • M&A Transaction means any acquisition, directly or indirectly, by a Project Holdco, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all or a portion of the Equity Interests of, or a business line or unit or a division of, any Person.

  • Proposed Acquisition Transaction means a transaction or series of transactions (or any agreement, understanding or arrangement within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by SpinCo of a customary shareholder rights plan or (ii) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

  • Approval Notice means, with respect to any Eligible Loan Asset, the written notice, in substantially the form attached hereto as Exhibit A, evidencing the approval by the Administrative Agent, in its sole discretion, of the conveyance of such Eligible Loan Asset by the Transferor to the Borrower pursuant to the terms of the Purchase and Sale Agreement and the Loan Assignment by which the Transferor effects such conveyance.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Step-Out Notice has the meaning given to it in Section 8.1.