Tag Exercise Notice definition

Tag Exercise Notice has the meaning assigned to such term in Section 4.3(c).
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Tag Exercise Notice given to the Tag-Along Seller(s) within ten (10) days after receipt of the Tag Transfer Notice (the “Tag-Along Notice Period”), to request that the Tag-Along Seller(s) include in the Tag Transfer a number of Investor Shares and/or issued Warrant Shares (such number of Investor Shares and/or issued Warrant Shares shall not in any event exceed the Tag-Along Percentage of the total number of the Shares to be Transferred in such Tag Transfer) (the “Tag Shares”); provided, however, that if Warrant Shares are included in the Tag Shares, the Investor Holders shall be required to exercise all or the applicable portion of the Warrant prior to or in connection with such Tag Transfer. The Tag Exercise Notice shall include wire transfer instructions for payment of the purchase price for the Tag Shares. If the Investor Holders exercise their Tag-Along Right hereunder, they shall, upon request, deliver to the Tag-Along Seller(s), with the Tag Exercise Notice, the certificate(s) representing the Tag Shares, together with a limited power-of-attorney authorizing the Tag-Along Seller(s) to Transfer the Tag Shares on the terms set forth in the Tag Transfer Notice. The Investor Holders’ delivery of the Tag Exercise Notice with such certificate(s) and the limited power-of-attorney shall constitute an irrevocable acceptance of the Tag-Along Offer by such Investor Holders (the “Tagging Investors”). Subject to Section 4.4(b), in order to participate in a Tag Transfer hereunder, the Tagging Investors must agree to enter into and execute substantially identical agreements and documents as entered into and executed by the Tag-Along Seller(s) in connection with the Tag Transfer.
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Tag Exercise Notice has the meaning set forth in Section 9.7(a).
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Examples of Tag Exercise Notice in a sentence

  • An Other Stockholder that (i) accepts the First Offer, (ii) does not indicate its desire to exercise the Tag-Along Offer rights pursuant to a Tag Exercise Notice (including as provided in Section 2.2(c)) or (iii) fails to provide such a Tag Exercise Notice, shall be deemed to have waived its rights under this Section 2.3 (for purposes only of the particular Transfer described in the Transferor's Notice).

  • The Tag Exercise Notice shall include wire transfer instructions for payment of the purchase price for the Tag Shares.

  • The Investor Holders’ delivery of the Tag Exercise Notice with such certificate(s) and the limited power-of-attorney shall constitute an irrevocable acceptance of the Tag-Along Offer by such Investor Holders (the “Tagging Investors”).

  • The failure by any other Member to deliver a Tag Exercise Notice within the Tag-Along Acceptance Period shall be deemed an irrevocable waiver by such other Member of its Tag-Along Right to participate in such Transfer and the Tag-Along Seller shall be free to sell to a Third Party Purchaser the Tag-Along Offered Company Interests and any additional Company Interests owned by the Tag-Along Seller.

  • If the Investor Holders exercise their Tag-Along Right hereunder, they shall, upon request, deliver to the Tag-Along Seller(s), with the Tag Exercise Notice, the certificate(s) representing the Tag Shares, together with a limited power-of-attorney authorizing the Tag-Along Seller(s) to Transfer the Tag Shares on the terms set forth in the Tag Transfer Notice.

  • SAHPL may exercise its Tag-Along Right within 15 (fifteen) days of the date of delivery of the Transfer Notice (the Tag Response Period) by delivering a written notice to the Investor (Tag Exercise Notice), specifying the aggregate number of Equity Shares (on a Fully Diluted Basis), not exceeding its Tag-Along Entitlement (such specified number, the Tagged Securities), that SAHPL wishes to sell to the Third Party Purchaser, at the Tag Price and on the terms and conditions specified in the Transfer Notice.

  • The Tag Exercise Notice shall specify the number of Shares which such Tag Right Holder wishes to sell (such Tag Right Holder, an “Electing Tag Right Holder”).


More Definitions of Tag Exercise Notice

Tag Exercise Notice has the meaning given in clause 7; Drag/Tag Exercise Date means the date on which either the Seller serves the Buyer Parties, or the Buyer Parties serve the Seller, with a Drag/Tag Exercise Notice;
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Tag Exercise Notice shall have the meaning given to it in Article 13.3.10; “Tag Period” shall have the meaning given to it in Article 13.3.10;
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Related to Tag Exercise Notice

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

  • Option Exercise Notice has the meaning set forth in Section 2.4(c).

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

  • 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).

  • Broker Exercise Notice means a written notice pursuant to which a Participant, upon exercise of an Option, irrevocably instructs a broker or dealer to sell a sufficient number of shares or loan a sufficient amount of money to pay all or a portion of the exercise price of the Option and/or any related withholding tax obligations and remit such sums to the Company and directs the Company to deliver stock certificates to be issued upon such exercise directly to such broker or dealer.

  • 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;

  • Notice of Exercise means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised;

  • 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).

  • Warrant Exercise Period shall commence (subject to Section 6(d) below), on the later of:

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

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

  • Warrant Exercise Price means $0.05 per share.

  • Initial Warrant Exercise Date means __________, 1997.

  • Put Notice has the meaning provided in Section 3.4.

  • Put Option means an exchange traded option with respect to Securities other than Stock Index Options, Futures Contracts, and Futures Contract Options entitling the holder, upon timely exercise and tender of the specified underlying Securities, to sell such Securities to the writer thereof for the exercise price.

  • Election to Exercise shall have the meaning attributed thereto in Subsection 2.2(d).

  • Subscription Notice has the meaning set forth in Section 1.1.

  • Option Exercise Price means the price at which a share of Common Stock may be purchased upon the exercise of an Option.

  • Net Exercise means a Net Exercise as defined in Section 6.3(b)(iii).

  • Initial Exercise Price shall have the meaning set forth in Section 2.4.1.

  • New Exercise Date means a new Exercise Date if the Administrator shortens any Offering Period then in progress.

  • Conversion Option means the Company’s option to convert some or all of the Series D Preferred Stock into that number of shares of Common Stock that are issuable at the then-applicable conversion rate as described in Section 8(c) of these Articles Supplementary.

  • Undersubscription Notice means written notice from an Investor notifying the Company and the selling Key Holder that such Investor intends to exercise its option to purchase all or any portion of the Transfer Stock not purchased pursuant to the Right of First Refusal or the Secondary Refusal Right.

  • Call Option means an exchange traded option with respect to Securities other than Stock Index Options, Futures Contracts, and Futures Contract Options entitling the holder, upon timely exercise and payment of the exercise price, as specified therein, to purchase from the writer thereof the specified underlying Securities.

  • Option Exercise Period has the meaning set forth in Section 6.4.

  • Forced Conversion Notice shall have the meaning set forth in Section 6(d).