Sale Event Notice definition

Sale Event Notice shall have the meaning set forth in Section 3.4(a).
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Sale Event Notice. 4.1(a) "Sale Event Purchase Notice" 4.1(b) "Section 2.8 Notice" 2.8(a) "Section 2.9 Notice" 2.9(a) "Section 2.8 Securities" 2.8(a) "Section 2.9 Securities" 2.9(a) "Sellers" 4.1(c) "Selling Stockholder"
Sample 1
Sale Event Notice has the meaning set forth in Section 4.02. “Securities” means the Convertible Note and, as applicable, the Conversion Interests. “Securities Act” means the Securities Act of 1933, as amended. “Senior Debt” means any Debt of the Company up to an aggregate amount at any one time, excluding any amounts due under the Convertible Note, of Six Hundred and Fifty Five Million Dollars ($655,000,000) including, without limitation, all amounts financed by way of local improvement district financings, and which does not expressly subordinate itself to the Convertible Note. “Senior Lender” means a holder of Senior Debt. “Senior Payment Default” has the meaning set forth in Section 12.03(a). “Simon Lease” has the meaning set forth in Section 6.17. “Simon Parcel” has the meaning set forth in Section 6.17. “Taxes” has the meaning set forth in Section 4.04. “Term Sheet” has the meaning set forth in Section 5.03 in the form attached hereto as Exhibit G. “The M Resort” means the hotel casino resort to be constructed on a portion of the Property of a size, quality and scope as reflected in the Program. “Transaction Agreements” means this Agreement, inclusive of all exhibits and attachments, and the Convertible Note.
Sample 1

Examples of Sale Event Notice in a sentence

  • Upon receipt of a Sale Event Notice, each Stockholder shall be obligated to Transfer all Equity Securities owned by it in the Sale Event (or, in the case of a Sale Event involving a sale of less than all of the outstanding Equity Securities, a percentage of the Equity Securities owned by it equal to the percentage of the Initiating Holders’ Equity Securities being sold by the Initiating Holders), for a price and on the other terms and conditions set forth in the Sale Event Notice.

  • If the IPO or a Change in Control occurs prior to, simultaneously with or in connection with any Sale Event Notice Transaction, then the Shares owned by Participant shall be deemed to include any Shares issuable upon the exercise of Options that vest upon such IPO or Change in Control, as the case may be.

  • The Company shall afford the Participant the opportunity to exercise any such Options, effective simultaneously with the consummation of the Sale Event Notice Transaction (or upon such earlier date as such Options may otherwise be exercisable), provided, however, that Participant must elect in writing to exercise any such Options within ten (10) days of receipt by the Participant of the Sale Notice.

  • Upon receipt of a Sale Event Notice, Participant shall be obligated to transfer all (but not less than all) Shares owned by him in the Sale Event for a price per Share equal to the price per Share being paid for all Shares in the Sale Event Notice Transaction and on other terms and conditions substantially similar to those being offered to other Shareholders in the Sale Event Notice Transaction.

  • Upon the giving of a Sale Event Purchase Notice, the Sellers shall be obligated to sell to the Institutional Stockholders those Management Securities which are designated in the Sale Event Purchase Notice; provided, however, that in the event a Sale Event Notice is not given, a Sale Event Purchase Notice may in any event be given at any time following a Sale Event.

  • For a period of thirty (30) days after the Sale Event Notice, Producer may submit a bona fide non-binding indication of interest (the “Producer Indication”) to acquire (i) Carrier’s Facilities or the portion thereof that is the subject of the Sale Event Notice (the “ROFO Assets”).

  • If Purchaser proposes to effect a Sale Event, Purchaser may deliver a notice (a "Sale Event Notice") to all of the Shareholders stating that Purchaser proposes to effect (or to cause the Company to effect) such transaction (the "Sale Event Notice Transaction"), and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith.


More Definitions of Sale Event Notice

Sale Event Notice has the meaning set forth in Section 4.02.
Sample 1

Related to Sale Event Notice

  • Notice Event means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule and listed in Section 4(a) of this Disclosure Agreement.

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

  • Subsequent Triggering Event means any of the following events or transactions occurring after the date hereof: (i) The acquisition by any person (other than Grantee or any Grantee Subsidiary) of beneficial ownership of 25% or more of the then outstanding Common Stock; or (ii) The occurrence of the Initial Triggering Event described in clause (i) of subsection (b) of this Section 2, except that the percentage referred to in clause (z) of the second sentence thereof shall be 25%.

  • Change of Control Notice means notice of a Change of Control Offer made pursuant to Section 3.8, which shall be mailed first-class, postage prepaid, to each record Holder as shown on the Note Register within 30 days following the date upon which a Change of Control occurred, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer and shall state:

  • Rejection Event means, in respect of the Benchmark, the relevant competent authority or other relevant official body rejects or refuses or will reject or refuse any application for authorisation, registration, recognition, endorsement, equivalence, approval or inclusion in any official register which, in each case, is required in relation to the Securities, the Benchmark or the administrator or sponsor of the Benchmark under any applicable law or regulation for the Issuer or any other entity to perform its obligations in respect of the Securities.

  • Put Option Event means a Change of Control Event.

  • Acquisition Notice has the meaning set forth in Section 2.5(a).

  • Settlement Notice has the meaning specified in Section 14.02(a)(iii).

  • Adjustment Notice has the meaning provided such term in Section 2.3(b).

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

  • 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.

  • Notice-triggering PI means the PI identified in CCC § 1798.29(e) whose 25 unauthorized access may trigger notification requirements under CCC § 1709.29. For purposes of this 26 provision, identity shall include, but not be limited to, name, identifying number, symbol, or other 27 identifying particular assigned to the individual, such as a finger or voice print, a photograph or a 28 biometric identifier. Notice-triggering PI includes PI in electronic, paper or any other medium.

  • Triggering Event means any Section 11(a)(ii) Event or any Section 13 Event.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Exercise Termination Event (i) the Effective Time (as defined in the Merger Agreement) of the Merger; (ii) termination of the Merger Agreement in accordance with the provisions thereof if such termination occurs prior to the occurrence of an Initial Triggering Event, except a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional); or (iii) the passage of 12 months after termination of the Merger Agreement if such termination follows the occurrence of an Initial Triggering Event or is a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional) (provided that if an Initial Triggering Event continues or occurs beyond such termination and prior to the passage of such 12-month period, the Exercise Termination Event shall be 12 months from the expiration of the Last Triggering Event but in no event more than 18 months after such termination). The "Last Triggering Event" shall mean the last Initial Triggering Event to expire. The term "Holder" shall mean the holder or holders of the Option.

  • 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;

  • Acceleration Notice shall have the meaning specified in Section 6.2.

  • Mandatory Purchase Event means, (i) in connection with the termination of the VRDP Shares Purchase Agreement due to its expiration as of a Scheduled Termination Date, by the fifteenth day prior to any such Scheduled Termination Date, (a) the Liquidity Provider shall not have agreed to an extension or further extension of the Scheduled Termination Date to a date not earlier than 364 days from the Scheduled Termination Date of the VRDP Shares Purchase Agreement then in effect, and (b) the Corporation shall not have obtained and delivered to the Tender and Paying Agent an Alternate VRDP Shares Purchase Agreement with a termination date not earlier than 364 days from the Scheduled Termination Date of the VRDP Shares Purchase Agreement, or (ii) in connection with the termination of the VRDP Shares Purchase Agreement due to a Liquidity Provider Ratings Event or Related Party Termination Event, by the fifteenth day prior to the Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be, the Corporation shall not have obtained and delivered to the Tender and Paying Agent an Alternate VRDP Shares Purchase Agreement with a termination date not earlier than 364 days from the Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be, of the VRDP Shares Purchase Agreement. The Mandatory Purchase Event shall be deemed to occur on such fifteenth day prior to any Scheduled Termination Date, Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be.

  • Company Triggering Event shall be deemed to have occurred if: (a) the Company shall have made a Company Board Adverse Recommendation Change; (b) the Company Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal; or (c) the Company shall have entered into any letter of intent or similar document relating to any Acquisition Proposal in violation of the terms of the Agreement.

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Determination Notice is defined in Section 6.1(b)(i) of the Agreement.

  • Servicer Termination Notice Defined in Section 6.15.

  • Call Option Notice means a written notice from the holder of the Call Option or the Administrator, as applicable, stating its desire to exercise the Call Option on the related Reset Date, delivered to each Clearing Agency, the Indenture Trustee, the Remarketing Agents, the Rating Agencies and, if the related class of Reset Rate Notes is then listed on the Luxembourg Stock Exchange, the Administrator will forward a copy to the Luxembourg Listing Agent (the contents of which are to be published in a leading newspaper having general circulation in Luxembourg).

  • Notification Event means (a) the occurrence of a “reportable event” described in Section 4043 of ERISA for which the 30-day notice requirement has not been waived by applicable regulations issued by the PBGC, (b) the withdrawal of any Loan Party or ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient to pay all plan liabilities, (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC or any Pension Plan or Multiemployer Plan administrator, (e) any other event or condition that would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (f) the imposition of a Lien pursuant to the IRC or ERISA in connection with any Employee Benefit Plan or the existence of any facts or circumstances that could reasonably be expected to result in the imposition of a Lien, (g) the partial or complete withdrawal of any Loan Party or ERISA Affiliate from a Multiemployer Plan (other than any withdrawal that would not constitute an Event of Default under Section 8.12), (h) any event or condition that results in the reorganization or insolvency of a Multiemployer Plan under Sections of ERISA, (i) any event or condition that results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by the PBGC of proceedings to terminate or to appoint a trustee to administer a Multiemployer Plan under ERISA, (j) any Pension Plan being in “at risk status” within the meaning of IRC Section 430(i), (k) any Multiemployer Plan being in “endangered status” or “critical status” within the meaning of IRC Section 432(b) or the determination that any Multiemployer Plan is or is expected to be insolvent or in reorganization within the meaning of Title IV of ERISA, (l) with respect to any Pension Plan, any Loan Party or ERISA Affiliate incurring a substantial cessation of operations within the meaning of ERISA Section 4062(e), (m) an “accumulated funding deficiency” within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA) or the failure of any Pension Plan or Multiemployer Plan to meet the minimum funding standards within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA), in each case, whether or not waived, (n) the filing of an application for a waiver of the minimum funding standards within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA) with respect to any Pension Plan or Multiemployer Plan, (o) the failure to make by its due date a required payment or contribution with respect to any Pension Plan or Multiemployer Plan, (p) any event that results in or could reasonably be expected to result in a liability by a Loan Party pursuant to Title I of ERISA or the excise tax provisions of the IRC relating to Employee Benefit Plans or any event that results in or could reasonably be expected to result in a liability to any Loan Party or ERISA Affiliate pursuant to Title IV of ERISA or Section 401(a)(29) of the IRC, or (q) any of the foregoing is reasonably likely to occur in the following 30 days.

  • Payment Notice has the meaning assigned to it in Section 8.06(c).

  • Election Notice has the meaning set forth in Section 11.01(b).