Notice of Transactions. The Company shall provide the Holder with at least ten (10) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) any Acquisition of the Company or any liquidation or winding up of the Company, (ii) any declaration of a dividend or distribution, whether in cash, property, stock, or other securities, and (iii) any offer for subscription or sale pro rata to the holders of the outstanding shares of Applicable Stock any additional shares of any class or series of the Company’s stock (other than pursuant to contractual pre-emptive rights) and (iv) any Qualified Financing.
Notice of Transactions. Notwithstanding anything to the contrary herein, including Section 4.9, the Company agrees that until the effective date of the termination of the Strategic Alliance Agreement, [***]. * Confidential Treatment Requested
Notice of Transactions. Notwithstanding anything to the contrary herein, including Section 4.8(a), the Company agrees that until the Termination Date:
Notice of Transactions. First Place will provide Franklin prior written notice of acquisitions by it or any of its Subsidiaries to acquire, an interest in any company or business (whether by a purchase of assets, purchase of stock or merger), (each an "Acquisition" for purposes of this Section only), involving an aggregate consideration exceeding $5,000,000.
Notice of Transactions. Debtor shall give written notice to the Lender, and will cause both the Company and Pure Nature to give written notice to the Lender, at least ten (10) days prior to (i) any sale, transfer, exchange, lease or other disposal of any of the assets of either the Company and Pure Nature, except the sale of inventory in the ordinary course of business or the sale of obsolete or unused assets, or (ii) the payment of any dividends or distributions to Debtor by either the Company and Pure Nature.
Notice of Transactions. The Company shall notify each Purchaser of its bona fide intention to issue (A) any equity securities or (B) any notes or debt securities containing equity features (including, without limitation, any notes or debt securities convertible into or exchangeable or exercisable for equity securities, issued in connection with the issuance of such features), or any securities convertible into, or exchangeable or exercisable for, any equity securities (collectively, "Convertible Securities"). The Company shall deliver written notice (the "Equity Notice") of its intention to issue any of the securities described above (the "Issued Securities"). The Equity Notice will be deemed to be an offer to each Purchaser to purchase its Allotment (as defined in Section 2.2) of the securities described in the Equity Notice (the "Offer"), at the purchase price set forth below and with the same rights, privileges and preferences as the Issued Securities, and on the same terms and conditions as those set forth or referenced, as the case may be, in the Equity Notice.
Notice of Transactions. Promptly after knowledge thereof, written ---------------------- notice of the Borrower's decision (i) to not consummate either the acquisition of all of the stock of VASA North America or Seaboard or (ii) to not consummate the USF RE Sale.
Notice of Transactions. The Company shall provide prompt written notice to the Bank of the consummation of the Restructuring and the Transactions.
Notice of Transactions. The Acquiring Fund will provide advance notification to the Acquired Fund of its intention to place redemption orders through an Authorized Participant (as that term is defined in the Acquired Fund’s prospectus and statement of additional information) to the extent practicable and only if consistent with the Acquiring Fund’s best interests and the requirements of the 1940 Act. Only upon the request of the Acquired Fund or its authorized agent, the Acquiring Fund will use reasonable efforts to spread redemption orders placed through an Authorized Participant over multiple days. The Acquired Fund acknowledges and agrees that any notification provided pursuant to the foregoing is not a commitment to sell the Acquired Fund shares and constitutes an estimate that may differ materially from the amount, timing and manner in which a redemption request is submitted, if any. The Acquiring Fund and Acquired Fund each acknowledge and agree that this voluntary notification provision applies only to redemptions through Authorized Participants and does not apply to trades placed by the Acquiring Fund in secondary markets.
Notice of Transactions. For eighteen (18) Monthly Periods from the date hereof, the Company agrees that prior to entering into each and any definitive agreement for the sale directly or indirectly of any debt, Common Stock or Common Stock Equivalents, primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, to which definitive agreement, or series of related definitive agreements taken together, there are two (2) or more counterparties (not including the Company) (a “Subsequent Transaction”), the Company shall provide reasonable, good faith notice to the Investor (“Offering Notice”) consistent with the notice given to all other potential investors in such Subsequent Transaction, including the relevant terms and conditions of such Subsequent Transaction as are delivered to all other potential investors, and the Investor shall have the right to participate on equivalent terms and conditions in up to 10% of such Subsequent Transaction by delivering notice to the Company by such deadline (the “Participation Deadline”) as shall be determined by the underwriter or the investment banker involved in the transaction, or in the absence of either an underwriter or an investment banker, the Company, and applicable to all potential investors in such Subsequent Transaction, which notice from Investor shall indicate Investor’s intention to participate in the Subsequent Transaction and the amount of its participation. In the event that the Investor does not provide notice prior to the Participation Deadline and the Company does not enter into such Subsequent Transaction within five (5) Business Days from the Offering Notice, the Company shall again be required to provide an Offering Notice as set forth herein. The Company shall deliver an Offering Notice for each and any Subsequent Transaction and agrees that it shall not execute any definitive documentation for any Subsequent Transaction whatsoever, unless it has first complied with this Section 5(j). Notwithstanding anything to the contrary in this Section 5(j) and unless otherwise agreed to by Investor, the Company shall either confirm in writing to Investor that the transaction with respect to the Subsequent Transaction has been abandoned or shall publicly disclose its intention to enter into the Subsequent Transaction, in either case in such a manner such that Investor will not be in possession of any material, non-public information, by the fifth (5th) Business Day following delivery o...
