Mechanics and Notice Sample Clauses

Mechanics and Notice proposes to Transfer and the transferor's bona fide intention to Transfer such Shares; the name and address of the transferor, the Offeror, and the original Warrantholder of the Shares (if other than the transferor); the manner and the date of such proposed Transfer; and the bona fide cash price and/or other consideration (and the fair market value thereof as estimated in good faith by the transferor) per share of Shares, if any, that the Offeror offered to pay for such Shares (the "Offered Price"). The Company (or its assignee) may exercise its right of first refusal under this Paragraph 4 at any time not more than 60 days after the Company has received the Shareholder Notice of Offer with respect to such Shares. The Company (or its assignee) will exercise its right, if at all, by informing the transferor and Offeror in writing of the Company's (or its assignee's) intention to do so, in a notice that specifies a closing date that is no more than 30 days (or such later date as the Offeror may have offered) after the later of (i) receipt of the Shareholder Notice of Offer or (ii) determination of fair market value of the Shares. Additionally, if the Company disagrees with the transferor's estimate of the fair market value of any noncash consideration, the Board of Directors shall determine the Fair Market Value, and the Offered Price will be adjusted accordingly.
Sample 1
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Mechanics and Notice. The transferor of any Shares subject to -------------------- this Paragraph 5 will (whether such Transfer is a Voluntary Transfer or an Involuntary Transfer) provide to the Company a notice of proposed Transfer (the "Shareholder Notice of Transfer") stating: the number of Shares that the transferor proposes to Transfer; the names and addresses of the transferor, the transferee or proposed transferee, and the original Warrantholder of the Shares (if other than the transferor); and the circumstances, manner and date of such proposed Transfer (including information concerning the consideration involved). In the event of an Involuntary Transfer, the person obtaining the Shares promptly will notify the Secretary of the Company of such Involuntary Transfer and provide the information required in the Shareholder Notice of Transfer (the "Transferee Notice"). The Company (or its assignee) may exercise its right of first refusal under this Paragraph 5 at any time during the 60-day period after (i) the Company has received either the Shareholder Notice of Transfer or the Transferee Notice with respect to such Shares or, if later (ii) the date that is 9 months after the death of the Warrantholder (if the Transfer was an Involuntary Transfer due to death). The Company (or its assignee) will exercise its right, if at all, by informing the transferor and transferee in writing of the Company's (or its assignee's) intention to do so, in a notice that specifies a closing date that is no more than 30 days after the later of (i) receipt of the Shareholder Notice of Transfer or the Transferee Notice, whichever is applicable, or (ii) the determination of Fair Market Value of the Shares, or (iii) one year after the death of the Warrantholder (if the Transfer was an Involuntary Transfer due to death).
Sample 1
Mechanics and Notice. (i) The Company's Call Right Mechanics. The Company (or its ---------------------------------- assignee) will provide to any holder of Shares a notice of proposed purchase (the "Company's Purchase Notice") stating that it wishes to exercise its option to purchase all of the Shares owned by that holder; the Fair Market Value per Share and aggregate purchase price based thereon; and the proposed closing date of such purchase which must be at least 30 but not more than 90 days from the date the Company's Purchase Notice was delivered to the holder of Shares. The Shares will be purchased on that date.
Sample 1

Related to Mechanics and Notice

  • Location of Improvements; No Encroachments All improvements which were considered in determining the Appraised Value of the Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged Property, and no improvements on adjoining properties encroach upon the Mortgaged Property. No improvement located on or being part of the Mortgaged Property is in violation of any applicable zoning law or regulation;

  • Mechanics and Effect of Conversion No fractional shares of Financing Securities or Common Stock shall be issued upon conversion of this Note. Notwithstanding any other provision of this Note or the Note and Warrant Purchase Agreement, upon the conversion of the Obligations under this Note, in lieu of the Company issuing any fractional shares to the Holder, the Company shall pay to the Holder in cash the amount of the Obligations that is not so converted. Upon conversion of this Note pursuant hereto, the Holder shall surrender this Note, duly endorsed, at the principal office of the Company and shall execute such documents as are reasonably required to be executed by all purchasers of the Financing Securities. The Company shall, as soon as practicable thereafter, issue and deliver to such Holder at such principal office a certificate or certificates for the number of shares of the Financing Securities or Common Stock to which the Holder shall be entitled upon such conversion (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note. Upon full conversion of this Note pursuant to the terms hereof, the Company shall be forever released from all its obligations and liabilities under this Note. Upon conversion of this Note into Financing Securities or Common Stock, the Holder shall be entitled to all rights and privileges afforded by the Company to other holders of such Financing Securities or Common Stock.

  • Assignments, Successors, and No Third-Party Rights Neither party may assign any of its rights under this Agreement without the prior consent of the other parties, which will not be unreasonably withheld, except that Buyer may assign any of its rights under this Agreement to any Subsidiary of Buyer. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns.

  • Condition of Improvements The Improvements and the Tangible Personal Property (including but not limited to the mechanical systems, plumbing, electrical, wiring, appliances, fixtures, heating, air conditioning and ventilating equipment, elevators, boilers, equipment, roofs, structural members and furnaces) shall be in the same condition at Closing as they are as of the date hereof, reasonable wear and tear excepted. Prior to Closing, the Contributor shall not have diminished the quality or quantity of maintenance and upkeep services heretofore provided to the Real Property and the Tangible Personal Property and the Contributor shall not have diminished the Inventory. The Contributor shall not have removed or caused or permitted to be removed any part or portion of the Real Property or the Tangible Personal Property unless the same is replaced, prior to Closing, with similar items of at least equal quality and acceptable to the Acquiror.

  • Opinion of Intellectual Property Counsel for the Company Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, intellectual property counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Opinion of Intellectual Property Counsel for Company At the Closing Date, the Representatives shall have received the opinion, dated the Closing Date, of Fish & Xxxxxxxxxx P.C., intellectual property counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and to such further effect as counsel to the Underwriters may reasonably request.

  • Opinion of Special Intellectual Property Counsel for the Company On the Closing Date, the Representative shall have received the opinion of Mxxxxx, Xxxxx & Bockius LLP, as special intellectual property counsel for the Company, dated the Closing Date and addressed to the Representative, in a form reasonably acceptable to the Representative.

  • Material Modification to Rights of Security Holders Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the Pooling and Servicing Agreement Trust Administrator

  • Certain Provisions Concerning Intellectual Property Collateral SECTION 6.1.

  • Transfer or Encumbrance Pledgor will not (i) sell, assign (by operation of law or otherwise) or transfer Pledgor's rights in any of the Collateral, (ii) xxxxx x xxxx or security interest in or execute, file or record any financing statement or other security instrument with respect to the Collateral to any party other than Secured Party, or (iii) deliver actual or constructive possession of any certificate, instrument or document evidencing and/or representing any of the Collateral to any party other than Secured Party.

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