Ability to Retract; Retraction Deadline Sample Clauses

Ability to Retract; Retraction Deadline. If, at any time between the close of business on the date of delivery of an Elective Exchange Notice and the close of trading on the date that is two (2) Business Days before the applicable effective date of such Elective Exchange (the “Elective Exchange Date”), the reported closing trading price of a share of the Common Stock on the principal United States securities exchange or automated or electronic quotation system on which the Common Stock trades decreases by five (5) percent or more, so long as the Manager or the Company, as applicable, has not elected a Cash Settlement, an Exchanging Holder may retract or amend its Elective Exchange Notice by delivering a notice to the Company in a manner determined by the Company not later than the Retraction Deadline (a “Retraction Notice” and the Exchangeable Units that were the subject of the Retraction Notice, the “Retracted Units”) not later than the close of trading on the date that is two (2) Business Days before the applicable Elective Exchange Date (the “Retraction Deadline”) pursuant to Section 3.2(b). The Company shall have no obligation to notify the Exchanging Holders of any decrease in the Common Stock trading price.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Ability to Retract; Retraction Deadline. If, at any time between the close of business on the date of delivery of an Elective Exchange Notice and the close of trading on the date that is two (2) Business Days before the applicable effective date of such Elective Exchange (the “Elective Exchange Date”), the reported closing trading price of a share of the Common Stock on the principal United States securities exchange or automated or electronic quotation system on which the Common Stock trades decreases by five (5) percent or more, an Exchanging Holder may retract or amend its Elective Exchange Notice by delivering a notice to the Company in a manner determined by the Company not later than the Retraction Deadline (a “Retraction Notice” and the Exchangeable Units that were the subject of the Retraction Notice, the “Retracted Units”) not later than the close of trading on the date that is two (2) Business Days before the applicable Elective Exchange Date (the “Retraction Deadline”) pursuant to Section 3.2(b). The Company shall have no obligation to notify the Exchanging Holders of any decrease in the Common Stock trading price.
Sample 1Sample 2Sample 3
Ability to Retract; Retraction Deadline. Holdings shall, in its sole and absolute discretion, at any time between the date of delivery of its Elective Exchange Notice and (i) 8:00 p.m. Eastern time on the Business Day before the applicable Exchange Date (in respect of any portion of the Exchange for which the Partnership or the General Partner has elected Stock Consideration) and (ii) 8:00 p.m. Eastern time on the day pricing information regarding a Liquidity Offering is delivered to Holdings (in respect of any portion of the Exchange for which the Partnership or the General Partner, as applicable, has elected Cash Settlement) (such time, as applicable, the “Retraction Deadline”) to retract or amend its Elective Exchange Notice by delivering a Retraction Notice pursuant to ‎Section 1.2(b). Except as provided in the immediately preceding sentence, no Exchangeable Interest Partner shall have a right to deliver a Retraction Notice. D-1
Sample 1

Related to Ability to Retract; Retraction Deadline

  • Election Deadline A Form of Election must be received by the Exchange Agent by the close of business on the third business day prior to the Effective Time (the "Election Deadline") in order to be effective. All elections will be irrevocable.

  • Notice, Etc All notices and other communications provided for hereunder shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or email, as follows:

  • Termination Notice Except in the event of Executive's death, a termination under this Agreement shall be effected by means of a Termination Notice.

  • Notice Period Where this Agreement specifies a minimum period of notice to be given to the Facility Agent, the Facility Agent may, at its discretion, accept a shorter notice period.

  • Initiation; Confirmation; Termination (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller.

  • Notice and Date of Termination (a) Any termination of the Executive’s employment by the Company or by the Executive shall be communicated by a written notice of termination to the other party (the “Notice of Termination”). Where applicable, the Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. Unless the Board or a committee thereof, in writing, provides a longer notice period, a Notice of Termination by the Executive alleging a termination for Good Reason must be made within one hundred eighty (180) days of the act or failure to act that the Executive alleges to constitute Good Reason.

  • Required Termination If a court of competent jurisdiction or Government Authority issues a final non-appealable order or judgment holding that all or part of the Agreement or all or a part of the Services offered under the Agreement are in violation of any Law (each, a “Judgment”), the affected party has the right to terminate those portions of the Agreement that are part of such Judgment by providing the other party with written notice of its intent to terminate such portions of the Agreement, and subject to Section II.E, such termination of such portions of the Agreement will be effective as of the date specified in such notice.

  • Cure Period Compliance with the terms of this Brand Manager Agreement shall be determined by the judgment of the Business Steering Committee of DMS Corp., except that DMS Corp. shall be solely responsible for determining whether the Agreement may be terminated pursuant to the provisions of Sections 6(a)(i), 6(a)(iv) or 6(a)(v) above. Members of the Business Steering Committee will include other active brand managers engaged by DMS Corp., and the head of the Business Steering Committee will be the President of DMS Corp. In the event that the Business Steering Committee determines that the Brand Manager has defaulted in his obligations under this Agreement, the Brand Manager shall receive written notice thereof, and (except for termination by DMS Corp. under Sections 6(a)(i), 6(a)(iv) or 6(a)(v), any of which shall be grounds for immediate termination without opportunity for cure) shall be given a cure period during which the Brand Manager shall be permitted to address and rectify the default. In the case of a failure to achieve the minimum revenue base required under Paragraph 3(a) above, the Brand Manager shall be deemed to have addressed and rectified the default if, during the calendar quarter immediately following the date on which the Brand Manager receives notice of such default, the annualized revenue for the Brand equals or exceeds the minimum revenue base set forth in Paragraph 3(a). In the case of the Brand's Brand Contribution Percentage falling, for three (3) consecutive review periods, in the bottom 10% of the Brand Contribution Percentage achieved by all other DMS Corp. brands, the Brand Manager shall be deemed to have addressed and rectified the default if, during the calendar quarter immediately following the date on which the Brand Manager receives notice of such default, the Brand's Brand Contribution Percentage falls in the top 90% of the Brand Contribution Percentage achieved by all other DMS Corp. brands. In the event that the default has not been addressed and rectified within the specified cure period, as determined in the sole discretion of the Business Steering Committee, the Business Steering Committee will submit a recommendation to all brand managers that this Agreement be terminated (the "Recommendation of Termination"). Unless greater than one third of all DMS Corp. brand managers send the Business Steering Committee written objection to such termination within fourteen (14) days after the date of the Recommendation of Termination, this Agreement will be terminated immediately thereafter and the Brand Manager will be so notified in writing. Upon termination, all keys, identification materials, and proprietary information and the like will be returned to DMS Corp.

  • Purchase Termination If [Short Name of Account Owner] voluntarily goes into liquidation or consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding of or relating to [Short Name of Account Owner] or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against [Short Name of Account Owner]; or [Short Name of Account Owner] shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (such voluntary liquidation, appointment, entering of such decree, admission, filing, making or suspension, a “Dissolution Event”), [Short Name of Account Owner] shall on the day of such appointment, voluntary liquidation, entering of such decree, admission, filing, making or suspension, as the case my be (the “Appointment Date”), immediately cease to transfer the Principal Receivables to [Short Name of Receivables Purchaser] and shall promptly give notice to [Short Name of Receivables Purchaser] and the Master Trust Trustee of such Dissolution Event. Notwithstanding any cessation of the transfer to [Short Name of Receivables Purchaser] of additional Principal Receivables, Principal Receivables transferred to [Short Name of Receivables Purchaser] before the occurrence of such Dissolution Event and collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property of [Short Name of Receivables Purchaser] available for transfer by [Short Name of Receivables Purchaser] to the Master Trust pursuant to the Pooling and Servicing Agreement.

  • Settlement without Consent if Failure to Reimburse If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Time is Money Join Law Insider Premium to draft better contracts faster.