Preissuance Notice definition

Preissuance Notice shall be a written notice given to the Investors ------------------ pursuant to Section 4.1 no later than ten days prior to the date the Company plans to issue New Securities. Each Preissuance Notice shall (i) specify the kind and amount of New Securities proposed to be issued, (ii) if such New Securities consist of or include Rights to acquire Common Stock, briefly describe the terms of such Rights, (iii) identify each Person to whom such New Securities are proposed to be issued (each a "New Securities Purchaser"), if ------------------------ then known by the Company, (iv) state the method or manner of issuance, (v) state the kind(s) and amount(s) of consideration for which such New Securities are proposed to be issued and the determination of the Company's Board of Directors of the Fair Market Value of any such consideration other than cash and (vi) describe the other material terms and conditions of the proposed issuance of New Securities.
Sample 1
Preissuance Notice set forth below in this Section 1.1.
Sample 1
Preissuance Notice shall be a written notice given to the Investors pursuant to Section 2.1 no later than ten (10) Business Days prior to the date the Company plans to issue New Securities. Each Preissuance Notice shall (i) specify the kind and amount of New Securities proposed to be issued, (ii) if such New Securities consist of or include Common Stock Rights, briefly describe the terms of such Common Stock Rights, (iii) identify each Person to whom such New Securities are proposed to be issued (each a "New Securities Purchaser"), if then known by the Company, (iv) state the method or manner of issuance, (v) state the kind(s) and amount(s) of consideration for which such New Securities are proposed to be issued and the Board's determination of the Fair Market Value of any such consideration other than cash, (vi) describe any agreement or transaction between the Company or any of its direct or indirect Affiliates and the New Securities Purchaser or any of its direct or indirect Affiliates which was entered into or consummated at any time within the past year or is proposed to be entered into or consummated, (vii) state that the Company has informed each New Securities Purchaser of the existence and requirements of Article II and that each New Securities Purchaser has agreed that any issuance of New Securities to such New Securities Purchaser will be subject to the rights of the Holders pursuant to Article II and (viii) describe the other material terms and conditions of the proposed issuance of New Securities.
Sample 1

Examples of Preissuance Notice in a sentence

  • If any Investor within five days of receipt of any Preissuance Notice notifies the Company in writing that it objects to any statement of the fair market value of any security or other property contained therein, the Company and the Investors shall attempt in good faith to agree on the fair market value of such security or other property.

  • If any Senior Holder within five days of receipt of any Preissuance Notice notifies the Company in writing that it objects to any statement of the Fair Market Value of any security or other property contained therein, the Company and the Senior Holder shall attempt in good faith to agree on the Fair Market Value of such security or other property.

  • Subject to Section 4.4, the -------------------------- Company shall deliver a Preissuance Notice to all Senior Holders no later than ten Business Days prior to the date the Company plans to issue any New Securities and each Senior Holder shall have the right, but not the obligation, to purchase its Pro Rata share of the New Securities that are issued.

  • Failure to give such notice within that ten Business Day period or failure to pay at the required time the purchase price for any New Securities as to which a right to purchase has been exercised shall constitute a waiver of the rights granted by this Section 4.1 as to the particular issuance of New Securities specified in the Company's Preissuance Notice.

  • If the Company desires to issue New Securities, it will first give Preissuance Notice thereof to each Investor stating the number of New Securities proposed to be issued, the total consideration to be received by the Company upon sale of the New Securities and any other material terms of the transaction.

  • If any Investor within five (5) days of receipt of any Preissuance Notice notifies the Company in writing that it objects to any statement of the Fair Market Value of any security or other property contained therein, the Company and the Investors shall attempt in good faith to agree on the Fair Market Value of such security or other property.

  • Failure to give such notice within that ten Business Days period or failure to pay at the required time the purchase price for any New Securities as to which a right to purchase will have been exercised will constitute a waiver of the rights granted by this Section 7.01 as to the particular issuance of New Securities specified in the Company's Preissuance Notice.

  • Within ten Business Days after the receipt of such Preissuance Notice, each Investor may exercise its rights under this Section 7.01 by giving written notice to that effect to the Company.

  • Within ten Business Days after the receipt of such Preissuance Notice, each Investor may exercise its rights under this Section 7.01 by giving ------------ written notice to that effect to the Company.

  • Within 10 Business Days after the receipt of such Preissuance Notice, each Investor may exercise its rights under this Section 2.1 by giving written notice to that effect to the Company.

Related to Preissuance Notice

  • Issuance Notice means a written notice delivered to the Agent by the Company in accordance with this Agreement in the form attached hereto as Exhibit A that is executed by its Chief Executive Officer, President or Chief Financial Officer.

  • Issuance Notice Date means any Trading Day during the Agency Period that an Issuance Notice is delivered pursuant to Section 3(b)(i).

  • Dilutive Issuance Notice shall have the meaning set forth in Section 5(b).

  • Offering Notice has the meaning set forth in Section 3.1(a).

  • Demand Exercise Notice has the meaning set forth in Section 2.1(a).

  • Advance Notice means a written notice in the form of Exhibit A attached hereto to the Investor executed by an officer of the Company and setting forth the Advance amount that the Company requests from the Investor.

  • Put Notice has the meaning provided in Section 3.4.

  • Exercise Notice Deadline In respect of any exercise of Options hereunder on any Conversion Date, the “Scheduled Trading Day” prior to the scheduled first “VWAP Trading Day” of the “Observation Period” (each as defined in the Indenture, but, in the case of any such Observation Period, as modified by the provision set forth opposite the caption “Convertible Security Settlement Method”) relating to the Convertible Securities converted on the Conversion Date occurring on the relevant Exercise Date; provided that in the case of any exercise of Options hereunder in connection with the conversion of any Relevant Convertible Securities on any Conversion Date occurring during the period starting on and including June 4, 2020 and ending on and including the second “Scheduled Trading Day” immediately preceding the “Maturity Date” (each as defined in the Indenture) (the “Final Conversion Period”), the Exercise Notice Deadline shall be noon, New York City time, on the “Scheduled Trading Day” (as defined in the Indenture) immediately preceding the “Maturity Date” (as defined in the Indenture).

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

  • Exercise Notice has the meaning set forth in Section 3.2(1);

  • Blackout Notice has the meaning set forth in Section 2.01(d).

  • Opt-Out Notice has the meaning specified therefor in Section 2.02(a) of this Agreement.

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

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

  • Acceptance Notice shall have the meaning set forth in Section 7.8(b).

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

  • Option Notice has the meaning set forth in Section 5.2(a).

  • Minimum Offering Notice means a written notification, signed by Broker, pursuant to which the Broker shall represent (1) that subscriptions for the Minimum Offering have been received, (2) that, to the best of Broker’s knowledge after due inquiry and review of its records, Cash Investment Instruments in full payment for that number of Shares equal to or greater than the Minimum Offering have been received, deposited with and collected by NCPS, (3) and that such subscriptions have not been withdrawn, rejected or otherwise terminated, and (4) that the Subscribers have no statutory or regulatory rights of rescission without cause or all such rights have expired.

  • Pre-Notice shall have the meaning ascribed to such term in Section 4.13.

  • Investor Notice means written notice from an Investor notifying the Company and the selling Key Holder that such Investor intends to exercise its Secondary Refusal Right as to a portion of the Transfer Stock with respect to any Proposed Key Holder Transfer.

  • Purchase Option Notice As defined in Section 3.18(e).

  • Exchange Notice has the meaning set forth in Section 2.1(a)(iii).

  • Shelf Takedown Notice shall have the meaning given in subsection 2.1.3.

  • Nomination Notice means all information and documents that a Nominating Stockholder is required to submit to the Secretary of the Corporation pursuant to Section 1.13(f).

  • Advance Notice Date means each date the Company delivers to the Investor an Advance Notice requiring the Investor to advance funds to the Company, subject to the terms of this Agreement. No Advance Notice Date shall be less than seven (7) Trading Days after the prior Advance Notice Date.