Ramp Down Notice definition

Ramp Down Notice means a written notice setting forth Lucent's request to purchase wafers from the Company or CSM over any period following the Change of Control Closing, the Default Closing or the Termination Closing, as applicable, and the terms and conditions under which such wafers shall be purchased; provided, (1) the ramp down may be linear (progressive) or non-linear (non-progressive); provided, if CSM and Lucent cannot mutually agree, then the ramp down must be linear, (2) the number of wafers requested may be any amount; provided, if CSM and Lucent cannot mutually agree, the number of wafers requested shall be the average loadings of Lucent during the financial quarter immediately prior to the occurrence of the change of control, the Event of Default or the termination, as applicable, and (3) CSM shall have the right to require the ramp down period to be for (x) a minimum of one year from the Change of Control Closing, the Default Closing or the Termination Closing in the event the ramp down period selected by Lucent is for less than one year, (y) a maximum of two years from the Change of Control Closing or the Default Closing, as applicable, in the event the ramp down period selected by Lucent is in excess of two years and (z) a maximum of one year from the Termination Closing in the event the ramp down period selected by Lucent is in excess of one year;
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Examples of Ramp Down Notice in a sentence

  • In the event CSM purchases all of the shares in the capital of the Company held by Lucent pursuant to Clause 10(E) (Change of Control), Clause 14(D) (Defaults) or Clause The Company - CSM - Lucent Confidential 51 17(A)(ii) (Early Termination), Lucent shall deliver to CSM a "Ramp Down Notice" (as defined) on or within 45 days prior to the "Change of Control Closing," the "Default Closing" or the "Termination Closing" (as defined).

  • Default and Termination In the event CSM purchases all of the shares in the capital of the Company held by Lucent pursuant to Clause 10(E) (Change of Control), Clause 14(D) (Defaults) or Clause 17(A)(ii) (Early Termination), Lucent shall deliver to CSM a "Ramp Down Notice" (as defined) on or within 45 days prior to the "Change of Control Closing," the "Default Closing" or the "Termination Closing" (as defined).