Special Purchase Notice definition

Special Purchase Notice has the meaning set forth in Section 6.8(c).
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Special Purchase Notice is defined in Section 11.7(c).
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Special Purchase Notice to the Member and Member’s spouse (in the case of Section 6.8(a)), or the Dissociated Member (in the case of Section 6.8(b)), within 45 days after the Company’s receipt of the Dissolution Notice or the Dissociation Notice, as applicable, and the Member in such divorce or legal separation shall have 20 days to give a Special Purchase Notice electing to purchase all or any portion of the applicable Units, and then the Company shall have an additional 25 days after the expiration of such 20 day period to give a Special Purchase Notice so long as in the Special Purpose Notice(s) all and not less than all of the applicable Units are elected to be purchased. The Special Purchase Notice shall indicate the number of Units to be purchased by the Member (in a legal separation or divorce) and/or the Company, the date such purchase is to be effected (such date to be not less than five (5) Business Days, nor more than fifteen (15) Business Days, after the date of the applicable selling party’s receipt of the Special Purchase Notice(s)) and the determination of Fair Market Value to be paid for such Units; provided, that if clause (iii) of the definition of Fair Market Value shall be used to determine the Fair Market Value, the Company and such selling spouse or Dissociated Member shall each pay one half (1/2) of the cost of the Appraiser. The Member (or Member’s spouse, to the extent such spouse has physical possession of the Units) or the Dissociated Member, as applicable, shall, prior to the close of business on the date specified for the purchase, deliver to the Company the certificates, if any, representing the Units to be purchased. The Company shall, concurrently with the receipt of the certificates or the assignment agreement in the form attached hereto as Exhibit D, pay to the Member’s spouse or Dissociated Member, as applicable, (in cash by wire transfer) an amount equal to the Fair Market Value specified for such Units in the Special Purchase Notice.
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Examples of Special Purchase Notice in a sentence

  • The Company shall, concurrently with the receipt of the certificates or the assignment agreement in the form attached hereto as Exhibit D, pay to the Member’s spouse or Dissociated Member, as applicable, (in cash by wire transfer) an amount equal to the Fair Market Value specified for such Units in the Special Purchase Notice.

  • The Company (or its assignee(s)) shall, concurrently with the receipt of the stock certificates, pay to the Shareholder’s spouse an amount equal to the Fair Market Value specified for such shares in the Special Purchase Notice using any of the Purchase Methods described in Section 2.2 (Purchase for Investment), in the Company’s sole discretion.

  • The Special Purchase Notice shall indicate the date the purchase is to be effected (such date to be not less than ten (10) days, nor more than forty-five (45) days, after the date of the Special Purchase Notice), and the amount, which the Company proposes to pay for the Units.

  • Subscriber acknowledges receipt of an oral Special Purchase Notice (as defined in Amendment No. 1 to Stockholders Agreement) and an oral Participation Notice (as defined in Section 4.2 of the Stockholders Agreement) from the Company and hereby waives the requirement that such notices have been in writing.

  • The Special Purchase Notice shall indicate the number of shares to be purchased by the Company (or its assignee(s)), the date such purchase is to be effected (such date to be not less than 7 days, nor more than 30 days, after the date of the Shareholder’s and the Shareholder’s spouse’s receipt of the Special Purchase Notice) and the Fair Market Value (as defined below) to be paid for such Holdco Shares.

  • The Special Purchase Notice shall indicate the date the purchase is to be effected (such date to be not less than 10 days, nor more than 45 days, after the date of the Special Purchase Notice), and the amount that the Company proposes to pay for the Shares.

  • Subject to the Company's compliance with the immediately preceding sentence and with clause (ii) of the first sentence of the foregoing paragraph (a), the Company shall be under no obligation to provide Investor with any Special Purchase Notice or to include any number of shares of Company Common Stock in any Special Purchase Notice.

  • The Company has previously delivered an oral Special Purchase Notice to Subscriber, which the Company hereby confirms in writing, and the Company hereby confirms that the Company intends to use the proceeds from the sale of the Special Purchase Shares to reduce outstanding indebtedness of the Company.

  • Any such Special Purchase Notice mailed to a Record Holder of Listed Shares at such holder’s address as reflected in the records of the Transfer Agent as of the time set forth in Section 2.02, or delivered by the Purchaser to the Transfer Agent for mailing to such holders, shall be conclusively presumed to have been given, whether or not such holder receives such notice.

  • If the Purchaser so requests, the Transfer Agent shall, and the Company shall use its reasonable efforts to cause the Transfer Agent to, mail the Special Purchase Notice to such Record Holders of Listed Shares.


More Definitions of Special Purchase Notice

Special Purchase Notice has the meaning set forth in Section 2.02.
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Related to Special Purchase Notice

  • VWAP Purchase Notice means an irrevocable written notice from the Company to the Buyer directing the Buyer to buy Purchase Shares on the VWAP Purchase Date pursuant to Section 1(c) hereof as specified by the Company therein at the applicable VWAP Purchase Price with the applicable VWAP Purchase Share Percentage specified therein.

  • Repurchase Notice has the meaning set forth in Section 8.6(a).

  • Initial Purchase Date means the date on which the first Purchase made pursuant to this Agreement shall occur.

  • Purchase Notice has the meaning set forth in Section 1.2.

  • Noteholder Purchase Notice has the meaning assigned to such term in Section 12.

  • Mandatory Purchase Notice means, in connection with the Mandatory Purchase of VRDP Shares, a notice substantially in the form attached to the VRDP Shares Purchase Agreement as Exhibit B, delivered by the Fund or the Tender and Paying Agent on behalf of the Fund to the Holders and the Liquidity Provider in accordance with the VRDP Shares Purchase Agreement specifying a Mandatory Purchase Date.

  • Regular Purchase Notice means, with respect to any Regular Purchase pursuant to Section 2(a) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to buy such applicable amount of Purchase Shares at the applicable Purchase Price as specified by the Company therein on the Purchase Date.

  • Initial Purchase Price has the meaning set forth in Section 2.1.

  • Fundamental Change Purchase Notice has the meaning specified in Section 3.02(a)(1) hereof.

  • Optional Purchase Date As defined in Section 8.01(a) of the Servicing Agreement. Optional Purchase Percentage: 10.00%.

  • Form of Fundamental Change Purchase Notice means the “Form of Fundamental Change Purchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

  • Original Purchase Date means with respect to any Loan, the date such Loan was purchased by Town Hall Funding from the Master Depositor pursuant to the Conveyance Agreement.

  • Form of Fundamental Change Repurchase Notice means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

  • Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).

  • Final Purchase Price has the meaning set forth in Section 2.02.

  • Initial Optional Purchase Date The first Distribution Date following the date on which the Aggregate Loan Balance is less than 10.00% of the Cut-off Date Balance.

  • Additional Purchase Price has the meaning provided in Section 1.2(b).

  • Incremental Purchase means a purchase of one or more Purchaser Interests which increases the total outstanding Aggregate Capital hereunder.

  • Optional Purchase Price has the meaning set forth in Section 8.1 of the Sale and Servicing Agreement.

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

  • Aggregate Supplemental Purchase Amount with respect to this Supplemental Transfer Agreement shall be $________; provided, however, that such amount shall not exceed the amount on deposit in the Supplemental Loan Account.

  • Redemption Call Purchase Price has the meaning set out in Section 5.2(a).

  • Total Purchase Price means the aggregate amount payable by the Purchaser as set out in Appendix A of this Agreement.

  • Optional Purchase has the meaning set forth in Section 8.1 of the Sale and Servicing Agreement.

  • Original Purchase Price means the price paid by you for the motor vehicle or a maximum of 110% of the market value of the vehicle as defined by Glass's Guide Retail at time of purchase, whichever is the lesser (including all factory fitted accessories) and after any discount given, but does not include the cost of dealer fitted accessories, road fund licence, new vehicle registration fee, fuel, paintwork and/or upholstery protection kits, insurance premiums (including the premium for this policy), warranty premiums, any finance arrears and any such associated costs and any negative equity transferred from a previous finance agreement.

  • Retail Purchase means a purchase of any goods or services by the use of the Card and may, at the Bank’s absolute discretion and without prior notice, include or exclude any Card transaction as may be determined by the Bank;