TS Notice definition

TS Notice shall have the meaning set forth in Section 3(a) hereof.
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TS Notice shall have the meaning set forth in Section 4(a) hereof.
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Examples of TS Notice in a sentence

  • The Corporation shall have the option, but not the obligation, to purchase any or all of the Sale Shares on the same terms as specified in the TS Notice.

  • Such Founder and Investor shall, however, deliver the TS Notice and otherwise comply with this Section 3.

  • Within five (5) days following the receipt of the Corporation Notice, the Transferring Stockholder shall have the right to rescind the TS Notice and the proposed Transfer if the Board Price is deemed to be unacceptable, as determined in the sole discretion of the Transferring Stockholder.

  • To the extent that the Corporation, the other Founders and the Series D Investors fail to exercise their right of first refusal under Section 3 hereof, then a Significant Investor may exercise its co-sale rights under this Section 4 by delivery of a written notice (the “Co-Sale Notice”) to the Transferring Founder within fifteen (15) days of the date of Founder’s sending the TS Notice.

  • The purchase from the Investor Stockholders pursuant to this Section 5 shall be on the same terms and conditions, including per Share price (which shall in all events be paid by bank cashier's or certified check) and date of Section 4 Shares Transfer, as are received by the Transferring Stockholder and stated in the TS Notice provided to the Investor Stockholders.

  • If a Transferring Founder proposes to effect a Founder Shares Transfer, whether voluntarily or involuntarily, then at least sixty (60) days prior to any Founder Shares Transfer, such Transferring Founder shall deliver the TS Notice in accordance with Section 3 above and shall also deliver the TS Notice to the Significant Investors notifying them of his intention to effect the Founder Shares Transfer.

  • In the case of a proposed Transfer by way of gift or if the nature of the Transfer is such that no readily determinable consideration is to be paid for the Transfer of the Sale Shares, then a bona fide Transfer price for purposes of this Section 3(a) shall be determined by the Board of Directors of the Corporation promptly upon the Corporation’s receipt of, and as of the date of, the TS Notice (the “Board Price”).

  • Each Major Series D Investor’s pro rata portion of the Sale Shares shall be equal to (i) the number of Sale Shares multiplied by (ii) a fraction, the numerator of which shall be the number of Shares of Capital Stock held by such Major Series D Investor on the date of the applicable TS Notice and the denominator of which shall be the total number of Shares of Capital Stock held by all Major Series D Investors on such date.

  • The failure of a Major Series D Investor to respond to a TS Notice prior to the expiration of the applicable Investor Option Period shall be deemed to be a waiver of such Major Series D Investor’s rights under this Section 2.2 with respect to the Share Transfer relating to such TS Notice.

  • Within thirty (30) days after the receipt of the TS Notice, the Corporation shall give written notice to the Transferring Stockholder and the Investor Stockholders (the "Corporation Notice") stating whether or not it elects to exercise its option to purchase, the number of Sales Shares, if any, it elects to purchase, and a date and time for consummation of the purchase not more than ninety (90) days after the receipt of the Corporation Notice by the Transferring Stockholder.

Related to TS Notice

  • CFIUS Notice means a joint voluntary notice with respect to the transactions contemplated by this Agreement prepared by the parties and submitted to CFIUS in accordance with the requirements of the DPA.

  • Seller’s Notice has the meaning set forth in Section 8.5(a).

  • CAFA Notice refers to the notice requirements imposed by 28 U.S.C. § 1715(b).

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

  • Objection Notice has the meaning set forth in Section 2.3(a) of this Agreement.

  • Sales Notice shall have the meaning ascribed to such term in Section 2(b)(i).

  • Penalty Notice means a written no- tification from the Director informing a respondent that the Director has made a finding of violation and, absent a request for a hearing, will impose a civil monetary penalty.

  • Cure Notice means a notice of a proposed amount to be paid on account of a Cure Claim in connection with an Executory Contract or Unexpired Lease to be assumed under the Plan pursuant to section 365 of the Bankruptcy Code, which notice shall include: (a) procedures for objecting to proposed assumptions of Executory Contracts and Unexpired Leases; (b) Cure Claims to be paid in connection therewith; and (c) procedures for resolution by the Bankruptcy Court of any related disputes.

  • Offeror’s Notice means the notice described in Section 12.3.

  • Class Notice means the COURT APPROVED NOTICE OF CLASS ACTION SETTLEMENT AND HEARING DATE FOR FINAL COURT APPROVAL, to be mailed to Class Members in English in the form, without material variation, attached as Exhibit A and incorporated by reference into this Agreement.

  • Rectification Notice means a notice in writing that identifies a defect in a work and requires rectification of the defect within a specified period of time.

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

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

  • Claims Notice has the meaning set forth in Section 9.3(a).

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

  • Nomination Notice means all information and documents that a Nominating Stockholder is required to submit to the Secretary of the Corporation pursuant to Section 2.6(f).

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

  • Selection Notice means a notice substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with Clause 9 (Interest Periods).

  • Rejection Notice has the meaning specified in Section 2.05(b)(v).

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

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

  • FOIA Notice means a decision notice, enforcement notice and/or an information notice;

  • Tax Notice has the meaning set forth in Section 2.06(a).

  • Timely Notice means a stockholder’s notice to the Secretary of the Corporation which must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before, or more than sixty (60) days after, such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the one hundred twentieth (120th) day prior to such annual meeting and not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which the date that such annual meeting was Publicly Disclosed (as defined above).

  • Dispute Notice means a written notice served by one Party on the other stating that the Party serving the notice believes that there is a Dispute;

  • 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;