Call Notices Sample Clauses

Call Notices. 20.1 Subject to these Articles and the terms on which Shares are allotted, the Directors may send a notice (a "Call Notice") to a Shareholder who has not fully paid for that Shareholder's Share(s) requiring the Shareholder to pay the Company a specified sum of money (a "call") which is payable to the Company by that Shareholder when the Directors decide to send the Call Notice.
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Call Notices. (a) Upon its receipt of written notice from any Consenting Holder that a Triggering Event has occurred, the Holder Representative shall give the Purchaser written notice no later than one (1) Business Day after the date on which it receives written notice that a Triggering Event has occurred (such notice from the Holder Representative to the Purchaser, a “Triggering Event Notice”). Each Consenting Holder shall give the Holder Representative and the Purchaser written notice upon the occurrence of each Triggering Event no later than the date on which the Triggering Event occurs.
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Call Notices. The Call Notice shall specify the number of ------------ shares of Common Stock owned by the Management Investor or Director Investor as to which the Company is exercising its call right pursuant to Section 6.1 and shall contain an irrevocable offer to purchase such shares at a price equal to the price required to be paid by the Company pursuant to Section 6.1.
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Call Notices. The General Partner shall specify the time of each Subsequent Drawdown in a written notice (a “Call Notice”) given to the Limited Partners prior to the date of such Drawdown (the “Drawdown Date”).
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Call Notices. (a) Once every calendar month commencing September 1998, until the Final Payment Date, the Seller may request partial payment of the Outstanding Balance from the Buyer by delivering to the Buyer a monthly notice ("Call Notice").
Sample 1
Call Notices. After the Initial Closing Date, but before the Termination Date, the Company may require Philips to purchase additional Series A Shares for an aggregate purchase price up to the Maximum Amount by delivering to Philips a Call Notice not less than ten days prior to the relevant Subsequent Closing Date therefor; provided that only one Call Notice may be delivered during any calendar month. Each Call Notices shall be in the minimum aggregate amount of $1,000,000. In addition to setting forth the number of Series A Shares the Company is requiring Philips to purchase, each Call Notice shall set forth the details of the calculation pursuant to Section 1.2(b) above by which such number of Series A Shares was determined and such calculation shall be certified as accurate by the Chief Financial Officer of the Company.
Sample 1
Call Notices. The General Partner shall specify the time and amount of each Drawdown of capital contributions in a written notice (a “Call Notice”) given to the Limited Partners prior to the date of such Drawdown (the “Drawdown Date”). The General Partner shall give Call Notices to the Limited Partners at least ten (10) Business Days prior to each Drawdown Date.
Sample 1
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Call Notices. The LP represents and warrants to the General Partner and the Partnership that due to the operational requirements of its internal procedures relating to releasing funds, the LP is unable to fund capital calls on less than ten Business Days’ notice. Based solely on such representation made by the LP, notwithstanding the terms of the Partnership Agreement, the General Partner agrees that (a) no Call Notice shall be given to the LP on less than ten Business Days’ notice, or (b) the General Partner, in its discretion, shall make other arrangements, agreeable to the LP, to enable the LP to respond to a Call Notice without incurring any penalties under Section 9.4 (Defaulting Limited Partners) of the Partnership Agreement. The LP agrees that, notwithstanding the foregoing, it shall use commercially reasonable efforts to fund on or prior to the relevant Call Date in response to any Call Notice made on less than 10 Business Days’ notice.
Sample 1

Related to Call Notices

  • Repurchase Notices Company shall on or prior to the date that is one Scheduled Trading Day following any date on which Company obtains actual knowledge that it has effected any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the number of outstanding Shares as determined on such day is (i) less than 54.2 million (in the case of the first such notice) or (ii) thereafter more than 4.1 million less than the number of Shares included in the immediately preceding Repurchase Notice; provided that such notice shall be delivered prior to the opening or after the close of the regular trading session for the Shares on the Exchange. Company agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, in each case as a result of Company’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify Company in writing, and Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any such proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any such proceeding that is pending or threatened in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

  • Collection Notices The Collateral Agent is authorized at any time after the occurrence and during the continuance of an Amortization Event to date and to deliver to the Collection Banks the Collection Notices. Seller hereby transfers to the Collateral Agent for the benefit of the Purchasers, effective when the Collateral Agent delivers such notice, the exclusive ownership and control of each Lock-Box and the Collection Accounts. In case any authorized signatory of Seller whose signature appears on a Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. After the occurrence and during the continuance of an Amortization Event, Seller hereby authorizes the Collateral Agent, and agrees that the Collateral Agent shall be entitled, to (i) endorse Seller’s name on checks and other instruments representing Collections and (ii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Collateral Agent rather than Seller. Following the Amortization Date, Seller hereby authorizes the Collateral Agent, and agrees that the Collateral Agent shall be entitled, to enforce the Receivables, the related Contracts and the Related Security.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • 1Notices Any notices, consents or other communications required to be sent or given hereunder by any of the parties hereto shall in every case be in writing and shall be deemed properly served if and when (a) delivered by hand, (b) transmitted by facsimile or other means of electronic delivery, with confirmation of transmission, or (c) delivered by Federal Express or other express overnight delivery service, or registered or certified mail, return receipt requested, to the parties at the addresses as set forth below or at such other addresses as may be furnished in writing: To the Company: Authentic Brands LLC 0000 Xxxxx 000 Xxxx ​ Xxxx Xxxx Xxxx, Xxxx 00000 Attention: Xxxx Xxxxx Telephone: 000.000.0000 Facsimile: E-mail: xxxx@xxxxxxxxxxxxxxxx.xxx with copies to: New Coffee Holdings, LLC c/o Sterling Partners 000 X. Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxxx 00000-0000 Attention: Office of the General Counsel Telephone: 000.000.0000 E-mail: xxxxxxxx@xxxxxxxxxxxxxxxx.xxx and: Xxxxx Xxxxxxxxx LLP 000 Xxxxx Xxxxxx Xxxxx Suite 3100 Chicago, Illinois 60606 Attention: Xxxx Xxxxxxx Telephone: 000.000.0000 E-mail: xxxxxxxx@xxxxxxxx.xxx To Recipient: to the address listed on the signature page. or to such other person or address as any party shall specify by notice in writing to the other party. The date of service of such notice shall be deemed to be: (x) the date such notice is delivered by hand, facsimile or other electronic means, (y) one business day following the delivery by express overnight delivery service, or (z) three business days after the date of mailing if sent by certified or registered mail.

  • Required Notices The Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, continue to advise Parent on a current basis of the status and terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from a Third Party that such Third Party is considering making a Company Acquisition Proposal or any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is considering making, or has made, a Company Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Company Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details of any such Company Acquisition Proposal, indication or request. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c).

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