Notifying Holder definition
Examples of Notifying Holder in a sentence
The cost of such appraisal shall be shared equally by the Notifying Holder and the Company (and the Participating Investors), with half of the cost borne by the Company and the Participating Investors pro rata by each, based on the number of shares such parties have expressed an interest in purchasing pursuant to this Section 2.
Each Major Investor shall then have the right, exercisable upon written notice to the Notifying Holder (an “Investor Notice”) within fifteen (15) days after that Investor’s receipt of the Second Notice, to purchase its pro rata share of the Remaining Securities subject to the Second Notice and on the same terms and conditions as set forth therein.
The Participating Investors shall have ten (10) days after receipt of such notice to notify the Notifying Holder of an election to purchase all or any part of the balance of any such remaining unsubscribed shares of Offered Securities on the same terms and conditions as set forth in the Second Notice.
The Company’s purchase right shall be exercised by written notice signed by an officer of the Company (the “Company Notice”) and delivered to the Notifying Holder.
Notwithstanding anything contained herein to the contrary, and whether or not Riverstone owns 50% or more of the Registrable Securities outstanding at such time, Riverstone shall be entitled to be the Notifying Holder for at least one of the three underwritten offerings permitted herein, so long as Riverstone holds greater than the minimum amount specified in Section 2.2.2(D) hereof.
The Company agrees to supply the ADS Rights Agent with sufficient copies of the Prospectus for such purposes.
Each Notifying Holder and Notified Holder undertakes to ensure its compliance with Rule 144 in the event of a Covered Sale under Rule 144.
If any Notified Holder intends to participate in such Covered Sale, such Notified Holder must provide written notice to the Notifying Holder and the Company no later than two Business Days after such Notified Holder’s receipt of the applicable Sale Notice of its intention to participate, whether it will participate up to its Pro Rata Portion and whether it would sell any additional Pro Rata Portion not used by any other Notified Holder.
At the closing, the Beneficiary shall deliver to the Notifying Holder same day funds or other agreed upon consideration, in an amount equal to the purchase price set forth in the Holder's Notice or the Beneficiary's Notice, as the case may be, and the Notifying Holder shall deliver to the Beneficiary certificates representing the Shares, duly endorsed in blank or accompanied by stock powers or their equivalents duly executed and otherwise in form acceptable for transfer on the books of the Company.
If the Notifying Holder shall not so sell any or all of the Shares specified in the Holder's Notice within twenty (20) Business Days after delivery of the Beneficiary's Notice in accordance with Section 2(b) hereof (or, if no Beneficiary's Notice is given, within twenty-four (24) Business Days following the Beneficiary's receipt of the Holder's Notice), the provisions of this Section 2 shall thereafter apply to the Shares not so sold.