Such Transfer Notice definition

Such Transfer Notice shall set forth: (i) the name of the Transferee and the number of Transferor Securities proposed to be Transferred, and (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Transferee (the "Transferee Terms"). The Right of Co-Sale may be exercised by the Remaining Stockholders delivering a written notice to the Transferor (the "Co-Sale Notice") within thirty (30) calendar days following receipt of the Transfer Notice. The Co-Sale Notice shall state the number of Shares (or Preferred Shares) that each Remaining Stockholder wishes to include in such Transfer to the Transferee, which number may not exceed its Right of Co-Sale Amount. Upon the giving of a Co-Sale Notice, a Stockholder shall be irrevocably obligated to sell the number of Shares or (Preferred Shares) set forth in its Co-Sale Notice to the Transferee (or the Transferor, if applicable) on the Transferee Terms.
Sample 1Sample 2Sample 3
Such Transfer Notice shall identify the Transfer Stock, the consideration for the Transfer Stock, the identity of any third party offeror, if any, and all the other terms and conditions of such Transfer Offer. The SSC Party shall provide the Transfer Notice to the Company and Investors (collectively, the "Transfer Offerees"). The Transfer Notice shall constitute an irrevocable offer by the SSC Party (a "First Offer") to sell the Transfer Stock to the Transfer Offerees at a price equal to the price and upon the same terms contained in the Transfer Notice, and the Transfer Offerees shall be entitled to purchase the Transfer Stock upon substantially the The Transfer Offerees shall have the irrevocable right and option (the "Right of First Offer"), exercisable as provided below, to accept the First Offer as to all Shares of the Transfer Stock. The Company and Investors shall consult as to their interest in purchasing the Shares and the Company shall have the priority amongst the two to purchase Shares. If the Company and Investors after consultation desire to exercise such option with respect to a First Offer they shall provide the SSC Party with an irrevocable written notice to purchase all Shares of the Transfer Stock and specifying the number of Shares of Transfer Stock to be purchased by each of Investors and the Company pursuant to such First Offer (the "Notice"), which shall be binding on said Transfer Offeree, within 15 Business Days after the date of the Transfer Notice (the " Notice Period"), provided, however, that any Transfer Offer must be accepted by the Transfer Offerees in the aggregate with respect to all of the Transfer Stock or it may not be accepted at all.
Sample 1Sample 2
Such Transfer Notice shall set forth: (i) the name of the Transferee and the number of Securityholder Securities proposed to be Transferred, and (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Transferee (the "Transferee Terms"). The Right of Co-Sale may be exercised by the Remaining Securityholders delivering a written notice to the Transferor (the "Co-Sale Notice") within fifteen (15) calendar days following receipt of the Transfer Notice. The Co-Sale Notice shall state the number of Securityholder Securities that such Remaining Securityholder wishes to include in such Transfer to the Transferee, which number may not exceed its Right of Co-Sale Pro Rata Share. Upon the giving of a Co-Sale Notice, a Securityholder shall be irrevocably obligated to sell the number of Securityholder Securities set forth in its Co-Sale Notice to the Transferee on the Transferee Terms.
Sample 1Sample 2

Examples of Such Transfer Notice in a sentence

  • Such Transfer Notice shall be treated as an offer by the Recipient to sell the Option Shares to the Company at the same price, and on the same other terms, as in the proposed transfer described in the Transfer Notice.

  • Such Transfer Notice shall constitute an irrevocable offer by the Selling Shareholder to sell all of the Offered Stock to the Company at the Offered Price and upon the same terms and conditions as the Selling Shareholder is willing to sell the Offered Stock to the proposed transferee.

  • Such Transfer Notice shall be accompanied by true and complete copies of all agreements between the Transferring Shareholder and the Transferee regarding the proposed Transfer.

  • Such Transfer Notice shall be accompanied by true and complete copies of all agreements between the Transferring Party and the Transferee regarding the Significant Transfer.

  • Such Transfer Notice shall be accompanied by a copy of any written proposal, term sheet or letter of intent or other similar agreement relating to the proposed Transfer.

  • Such Transfer Notice shall set forth in reasonable detail the terms and conditions of such proposed Transfer, including (i) the percentage of such Selling Investor’s Shares that would be Transferred, (ii) the number of Shares proposed to be Transferred (the “Offered Shares”), (iii) the proposed amount and form of consideration to be paid for the Offered Shares and (iv) all other material terms of the proposed Transfer.

  • Such Transfer Notice shall include (i) a description of the Equity Securities to be Transferred (the “Offered Shares”), (ii) the identity of the prospective transferee(s), and (iii) the consideration and the material terms and conditions upon which the proposed Transfer is to be made.

  • Such Transfer Notice may be denied by the Executive Committee if the Executive Committee, in its sole discretion, believes in good faith that the Transfer would have a negative impact on the market for the Company’s Class A Shares.

  • Such Transfer Notice shall contain the material terms and conditions (including price and form of consideration) of the proposed Transfer and the identity of the prospective transferee.

  • Such Transfer Notice shall describe in reasonable detail the terms of such proposed sale, including the identity of the transferee(s), the type and number of Series B Shares to be sold, the purchase price and the anticipated closing date of such sale.


More Definitions of Such Transfer Notice

Such Transfer Notice shall set forth: (i) the name of the Transferee and the number of Securities proposed to be Transferred and (ii) the proposed amount and form of consideration and material terms and conditions of the Transfer. The Right of Co-Sale may be exercised by any Covered Stockholder and/or CDPQ, as the case may be, by delivering a written notice to the Genstar Parties (the "CO-SALE NOTICE") within ten (10) business days following receipt of the Transfer Notice. The Co-Sale Notice shall state the number of Securities that each Covered Stockholder and/or CDPQ, as the case may be, wishes to include in such Transfer to the Transferee, which number may not exceed its Right of Co-Sale Pro Rata Share of the Transferor Securities. Upon the giving of a Co-Sale Notice, each Covered Stockholder and/or CDPQ, as the case may be, shall be obligated to sell the number of Securities set forth in its Co-Sale Notice to the Transferee on the same (or no less favorable) terms (including, without limitation, price) and at the same time as the Genstar Parties.
Sample 1
Such Transfer Notice shall contain the name of the proposed recipient, the number and class of shares involved and the proposed purchase price and terms.
Sample 1

Related to Such Transfer Notice

  • Transfer Notice means the notice of a proposed transfer of Shares described in Section 8.

  • Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.

  • Transfer Notice Date has the meaning given to it in Section 2.06.

  • ROFO Notice is defined in Section 6.2(a).

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

  • Offer Notice shall have the meaning set forth in Section 4.1.

  • Proposed Transfer means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Key Holders or Investors.

  • Sale Notice has the meaning set forth in Section 3.04(b).

  • Restriction Notice has the meaning set forth in Section 8.04(f) hereof.

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

  • First Offer Notice shall have the meaning set forth in Section 14.4(a).

  • 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).

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

  • Counter Notice has the meaning given to it in paragraph 165.2 of this Call Off Schedule 11;

  • 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.

  • Auction Notice has the meaning assigned to such term in the definition of “Dutch Auction”.

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

  • ROFR Notice has the meaning set forth in Section 3.02(d).

  • Second Notice means notice to the Class in a form to be approved by the Court, which shall substantially be in accordance with the notice at Schedule “E”.

  • 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;

  • Hold Notice means a written statement (or an oral statement confirmed in writing, which may be by e-mail) from a holder of reset rate notes denominated in U.S. Dollars during the then-current and immediately following reset periods, delivered to a remarketing agent that the holder desires to hold some or all of its reset rate notes for the upcoming reset period and affirmatively agrees to receive a rate of interest of not less than the applicable All Hold Rate during that reset period.

  • Offering Notice has the meaning set forth in Section 4.3(b).

  • Delivery Notice Has the meaning specified in the NPA.

  • OJEU Notice means the contract notice published in the Official Journal of the European Union.

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

  • Proposed Transferee has the meaning set forth in Section 2.4(a).