Notice Provisions; Contents Thereof Sample Clauses

Notice Provisions; Contents Thereof. If any Stockholder (each, a “Transferring Stockholder”) proposes to Transfer to any Person any Shares (the “Transfer Shares”) in one or more related transactions, then, except as provided in Section 2.7 hereof, the Transferring Stockholder shall promptly give written notice (the “Notice”) to the other Stockholders (collectively, the “Transfer Offerees”) and the Corporation of such proposed Transfer. The Notice shall describe in reasonable detail the proposed Transfer including, without limitation: (a) the number of Transfer Shares to be Transferred; (b) the nature of such Transfer and the amount and form of consideration to be paid; (c) the name and address of each prospective purchaser or transferee; and (d) any other material terms and conditions upon which such Transfer is to be made, along with copies of all material, proposed agreements relating to such Transfer, including but not limited to, purchase agreements, voting or proxy agreements, and other agreements or documents requested by a Transfer Offeree.
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Notice Provisions; Contents Thereof. If any Founder proposes to sell or transfer to any person (a “Proposed Transferee”) any Shares in one or more related transactions, then such Founder shall promptly give written notice (the “Notice”) to the Investors and the Company at least 30 calendar days prior to the proposed closing of such sale or transfer. The Notice shall describe in reasonable detail the proposed sale or transfer including, without limitation, the number of Shares to be sold or transferred, the nature of such sale or transfer, the consideration to be paid (the “Offered Price”), and the name and address of each prospective purchaser or transferee, along with copies of all material, proposed agreements relating to such sale, including but not limited to, purchase agreements, voting or proxy agreements, or other agreements or documents requested by the Company or an Investor.
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Related to Notice Provisions; Contents Thereof

  • Other Definitional Provisions; Construction Whenever the context so requires, the neuter gender includes the masculine and feminine, the single number includes the plural, and vice versa. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and references to Article, Section, Subsection, Annex, Schedule, Exhibit and like references are references to this Agreement unless otherwise specified. Wherever the word “include,” “includes” or “including” is used in this Agreement, it will be deemed to be followed by the words “without limitation.” An Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in accordance with Section 13.3 hereof. References in this Agreement to any party shall include such party’s successors and permitted assigns. References to any “Section” shall be a reference to such Section of this Agreement unless otherwise stated. To the extent any of the provisions of the other Loan Documents are inconsistent with the terms of this Agreement, the provisions of this Agreement shall govern.

  • Severability of Provisions; Captions; Attachments Any provision of this Agreement that shall be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. The several captions to sections and subsections herein are inserted for convenience only and shall be ignored in interpreting the provisions of this Agreement. Each schedule or exhibit attached to this Agreement shall be incorporated herein and shall be deemed to be a part hereof.

  • Additional Provisions Concerning the Collateral (a) To the maximum extent permitted by applicable law, and for the purpose of taking any action that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, each Grantor hereby (i) authorizes the Collateral Agent to execute any such agreements, instruments or other documents in such Grantor’s name and to file such agreements, instruments or other documents in such Grantor’s name and in any appropriate filing office, (ii) authorizes the Collateral Agent at any time and from time to time to file, one or more financing or continuation statements, and amendments thereto, relating to the Collateral (including, without limitation, any such financing statements that (A) describe the Collateral as “all assets” or “all personal property” (or words of similar effect) or that describe or identify the Collateral by type or in any other manner as the Collateral Agent may determine regardless of whether any particular asset of such Grantor falls within the scope of Article 9 of the Code or whether any particular asset of such Grantor constitutes part of the Collateral, and (B) contain any other information required by Part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including, without limitation, whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor) and (iii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, prior to the date hereof. A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

  • Other Definitional Provisions; Interpretation (a) The words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and references in this Agreement to a designated “Article” or “Section” refer to an Article or Section of this Agreement unless otherwise specified.

  • Plan Provisions Control In the event that any provision of the Agreement conflicts with or is inconsistent in any respect with the terms of the Plan, the terms of the Plan shall control.

  • Other Provisions of General Application Section 7.1 Notices to the Rights Agent, Parent and the Stockholders’ Representative. Any notice, request, instruction or other document to be given hereunder by any party to the others shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, by electronic mail (except with respect to the Rights Agent), by facsimile transmission only with respect to the Rights Agent or overnight courier, provided that with respect to notices deliverable to the Stockholders’ Representative, such notices shall be delivered solely via electronic mail or facsimile: If to Parent or the Company: Eros International Plc First Names House Victoria Road Xxxxxxx Isle of Man IM2 4DF British Isles Attention: Xxxx Xxxxxxx, Chief Corporate and Strategy Officer Email: xxxx.xxxxxxx@xxxxxxxx.xxx with a copy (which shall not constitute notice) to: Xxxxxx, Xxxx & Xxxxxxxx LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000 Attention: Xxxxx Xxxxxx Xxxxx Xxxxxx Email: xxxxxxx@xxxxxxxxxx.xxx xxxxxxx@xxxxxxxxxx.xxx If to the Rights Agent: Computershare Trust Company, N.A., Computershare Inc. 000 Xxxxxx Xxxxxx Canton, MA 02021 Attention: Client Services Facsimile: (000) 000-0000 If to the Stockholders’ Representative: Fortis Advisors LLC Attention: Notices Department (Project World Cup) Email: xxxxxxx@xxxxxxxxx.xxx Facsimile: (000) 000-0000 with a copy (which shall not constitute notice) to: Xxxxxxxx & Xxxxx LLP 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx X. Xxxxxx, P.C. Email: xxxx.xxxxxx@xxxxxxxx.xxx or to such other persons or addresses as may be designated in writing by the party to receive such notice as provided above. Any notice, request, instruction or other document given as provided above shall be deemed given to the receiving party upon actual receipt, if delivered personally; three (3) business days after deposit in the mail, if sent by registered or certified mail; upon confirmation of successful transmission if sent by electronic mail; or on the next business day after deposit with an overnight courier, if sent by an overnight courier.

  • Provisions of General Application (a) All accounting terms not specifically defined herein shall be construed in accordance with GAAP.

  • Provisions Concerning the Escrow Agent 10.1. This Escrow Agreement sets forth, exclusively, the duties of the Escrow Agent and no additional duties or obligations shall be inferred herefrom or implied hereby.

  • Definitions and Other Provisions of General Application SECTION 101.

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