Major Transaction Notice definition
Examples of Major Transaction Notice in a sentence
Any election by the Company to treat this Warrant as an Assumption pursuant to the terms hereof shall be made in the Major Transaction Notice (as defined in Section 5(c)(iii) below) in respect of such Qualified Major Transaction.
At least thirty (30) days prior to the consummation of a Major Transaction, but not prior to the public announcement of such transaction, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a "Major Transaction Notice"), which notice shall specify the nature and terms of the proposed transaction and nature of the Successor Entity (if any).
In the event the Major Transaction Notice relating to a Qualified Change of Control Transaction includes an Assumption Election, the Holder shall send written notice to the Company within the Early Termination Period if the Holder elects to waive this Section 5(c) in its entirety in which event no Assumption shall occur.
The Major Transaction Notice with respect to a Qualified Change of Control Transaction shall also state whether the Company is electing to treat such Major Transaction as an Assumption (an “Assumption Election”).
If, subsequent to the delivery of the Major Transaction Notice, the Stockholders shall have delivered a Put Exercise Notice (as defined below) then, not less than three (3) Business Days prior to the consummation of such Major Transaction, the Company shall deliver to the Stockholders a dated written notice specifying the anticipated closing date for such Major Transaction.
In the event that the Major Transaction Notice is delivered to the holder but the Major Transaction is not consummated, the Major Transaction Notice shall be deemed to be withdrawn as to such holder.
For the avoidance of doubt, in the event the Borrower receives the Conversion Notice referred to in the preceding sentence later one (1) Business Day before the date of the Major Transaction specified in the Major Transaction Notice, the Purchaser will not be able to convert its Note.
The Major Transaction Notice shall include the following information: (i) the identity of the Acquiror (if known) and (ii) the specific terms of the Third Party Proposal, the Company Proposal, or the Company Auction, as the case may be.
Certain administrative activities which improve system security are postponed for later periods and are often never executed.
In the event a Purchaser issues a Conversion Notice after such Purchaser has received a Major Transaction Notice, such Conversion Notice must be received by the Borrower no later than one (1) Business Day before the date of the Major Transaction specified in such Major Transaction Notice.