Common use of Notice to Directors Clause in Contracts

Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any director, such notice shall be given either (i) in writing and sent by mail, or by a nationally recognized delivery service, (ii) by means of facsimile telecommunication or other form of electronic transmission, or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (i) if given by hand delivery, orally, or by telephone, when actually received by the director, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iv) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, (v) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, or (vi) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.

Appears in 16 contracts

Samples: Merger Agreement (Abri SPAC I, Inc.), Cooperation Agreement (Purple Innovation, Inc.), Limited Liability Company Agreement (Landcadia Holdings II, Inc.)

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Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these Bylaws By-Laws notice is required to be given to any director, such notice shall be given either (i) in writing and sent by mail, or by a nationally recognized delivery service, (ii) by means of facsimile telecommunication or other form of electronic transmission, or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (i) if given by hand delivery, orally, or by telephone, when actually received by the director, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iv) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, (v) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, or (vi) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.

Appears in 6 contracts

Samples: Business Combination Agreement (dMY Technology Group, Inc.), Business Combination Agreement (Proptech Investment Corp. Ii), Limited Liability Company Agreement (VPC Impact Acquisition Holdings)

Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these Bylaws By Laws notice is required to be given to any director, such notice shall be given either (i) in writing and sent by mail, or by a nationally recognized delivery service, (ii) by means of facsimile telecommunication or other form of electronic transmission, or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (i) if given by hand delivery, orally, or by telephone, when actually received by the director, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iv) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, (v) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, or (vi) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.

Appears in 6 contracts

Samples: Stock Purchase Agreement (Boulevard Acquisition Corp.), Registration Rights Agreement (Monterey Capital Acquisition Corp), Agreement and Plan of Merger (M III Acquisition Corp.)

Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these Bylaws By-Laws notice is required to be given to any director, such notice shall be given either (i) in writing and sent by hand delivery, through the United States mail, or by a nationally recognized overnight delivery serviceservice for next day delivery, (ii) by means of facsimile telecommunication or other form of electronic transmission, or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (i) if given by hand delivery, orally, or by telephone, when actually received by the director, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iv) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, (v) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, or (vi) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.

Appears in 2 contracts

Samples: Warrant Agreement (Hicks Acquisition CO I Inc.), Business Combination Agreement (Cetus Capital Acquisition Corp.)

Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any director, such notice shall be given either (i) in writing and hand delivered, sent by mail, or sent by a nationally recognized delivery service, (ii) by means of facsimile telecommunication or other form of electronic transmissiontransmission (including e-mail and instant message), or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (iA) if given by hand delivery, orallyorally in person, or by telephone, when actually received by the director, ; (iiB) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, ; (iiiC) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, ; (ivD) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, ; (vE) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, ; or (viF) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gores Holdings VIII Inc.), Agreement and Plan of Merger (Gores Holdings VIII Inc.)

Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any director, such notice shall be given either either: (i) in writing and sent by mail, or by a nationally recognized delivery service, ; (ii) by means of facsimile telecommunication or other form of electronic transmission, ; or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (iA) if given by hand delivery, orally, or by telephone, when actually received by the director, ; (iiB) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, ; (iiiC) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, ; (ivD) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, ; (vE) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, ; or (viF) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gores Holdings II, Inc.)

Notice to Directors. Whenever under applicable law, the Certificate of Incorporation Incorporation, or these Bylaws notice is required to be given to any director, such notice shall be given either given: (i1) in writing and sent by mail, hand delivery or by a nationally recognized delivery service, service; (ii2) by means of facsimile telecommunication or other form of electronic transmission, transmission; or (iii3) by oral notice given personally or by telephone. A notice to a director will be deemed given and shall be timely as follows: (iA) if given by hand delivery, orally, or by telephone, when actually received by the director, director at least 24 hours before the time of the meeting; (iiB) if sent through the United States mail, when after being deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, Corporation at least four days prior to the meeting; (iiiC) if sent for next day delivery by a nationally recognized overnight delivery service, when if deposited for next day delivery with such an overnight delivery service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, Corporation at least two days prior to the meeting; (ivD) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, Corporation at least 24 hours prior to the time of the meeting; (vE) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, Corporation at least 24 hours prior to the time of the meeting; or (viF) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the CorporationCorporation at least 24 hours prior to the time of the meeting.

Appears in 1 contract

Samples: Shareholders Agreement (WillScot Corp)

Notice to Directors. Whenever under applicable law, the Certificate of Incorporation Incorporation, or these Bylaws notice is required to be given to any director, such notice shall be given either given: (i1) in writing and sent by mail, hand delivery or by a nationally recognized delivery service, ; (ii2) by means of facsimile telecommunication or other form of electronic transmission, ; or (iii3) by oral notice given personally or by telephone. A notice to a director will be deemed given and shall be timely as follows: (iA) if given by hand delivery, orally, or by telephone, when actually received by the director, director at least 24 hours before the time of the meeting; (iiB) if sent through the United States mail, when after being deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, Corporation at least four days prior to the meeting; (iiiC) if sent for next day delivery by a nationally recognized overnight delivery service, when if deposited for next day delivery with such an overnight delivery service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, Corporation at least two days prior to the meeting; (ivD) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, Corporation at least 24 hours prior to the time of the meeting; (vE) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, Corporation at least 24 hours prior to the time of the meeting; or (viF) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the CorporationCorporation at least 24 hours prior to the time of the meeting.

Appears in 1 contract

Samples: Shareholders Agreement (Mobile Mini Inc)

Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these Bylaws By Laws notice is required to be given to any director, such notice shall may be given either given: (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized delivery service, service; (ii) by means of facsimile telecommunication or other form of electronic transmission, transmission; or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (iA) if given by hand delivery, orally, or by telephone, when actually received by the director, director; (iiB) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, Corporation; (iiiC) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, Corporation; (ivD) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, Corporation; (vE) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, Corporation; or (viF) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vesper Healthcare Acquisition Corp.)

Notice to Directors. Whenever notice is required to be given to any director under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any directorBylaws, such notice shall be given either (i) in writing and sent either by hand delivery or through the United States mail, or by a nationally recognized delivery serviceservice for next day delivery, (ii) by means of facsimile telecommunication or other form of electronic transmission, or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (i) if given by hand delivery, orally, or by telephone, when actually received by the director, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iv) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, (v) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, or (vi) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.

Appears in 1 contract

Samples: Stockholder Support Agreement (Andretti Acquisition Corp.)

Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these Bylaws By Laws notice is required to be given to any director, such notice shall be given either (i) in writing and sent by hand delivery, through the United States mail, or by a nationally recognized overnight delivery serviceservice for next day delivery, (ii) by means of facsimile telecommunication or other form of electronic transmission, or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (i) if given by hand delivery, orally, or by telephone, when actually received by the director, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iv) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, (v) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, or (vi) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Merger (ROI Acquisition Corp.)

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Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any director, such notice shall be given either either: (i) in writing and sent by mail, or by a nationally recognized delivery service, ; (ii) by means of facsimile telecommunication or other form of electronic transmission, transmission (including electronic mail); or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (iA) if given by hand delivery, orally, or by telephone, when actually received by the director, ; (iiB) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, ; (iiiC) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, ; (ivD) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, ; (vE) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, ; or (viF) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Landcadia Holdings III, Inc.)

Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these Bylaws By-Laws notice is required to be given to any director, such notice shall be given either (i) in writing and hand delivered, sent by mail, or sent by a nationally recognized delivery service, (ii) by means of facsimile telecommunication or other form of electronic transmissiontransmission (including e-mail and instant message), or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (iA) if given by hand delivery, orallyorally in person, or by telephone, when actually received by the director, ; (iiB) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, ; (iiiC) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, ; (ivD) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, ; (vE) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, ; or (viF) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.

Appears in 1 contract

Samples: Business Combination Agreement (Dragoneer Growth Opportunities Corp. II)

Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any director, such notice shall be given either (i) in writing and hand delivered, sent by mail, or sent by a nationally recognized delivery service, (ii) by means of facsimile telecommunication or other form of electronic transmission, or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (iA) if given by hand delivery, orallyorally in person, or by telephone, when actually received by the director, ; (iiB) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, ; (iiiC) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, ; (ivD) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, ; (vE) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, ; or (viF) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mudrick Capital Acquisition Corp. II)

Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these Bylaws By-Laws notice is required to be given to any director, such notice shall be given either (i) in writing and hand delivered, sent by mail, or sent by a nationally recognized delivery service, (ii) by means of facsimile telecommunication or other form of electronic transmission, or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (iA) if given by hand delivery, orallyorally in person, or by telephone, when actually received by the director, ; (iiB) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, ; (iiiC) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, ; (ivD) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, ; (vE) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, ; or (viF) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.

Appears in 1 contract

Samples: Letter Agreement (Mudrick Capital Acquisition Corp. II)

Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any director, such notice shall be given either (i) in writing and sent by hand delivery, through the United States mail, or by a nationally recognized overnight delivery serviceservice for next day delivery, (ii) by means of facsimile telecommunication or other form of electronic transmission, or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (i) if given by hand delivery, orally, or by telephone, when actually received by the director, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s 's address appearing on the records of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s 's address appearing on the records of the Corporation, (iv) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, (v) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, or (vi) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.

Appears in 1 contract

Samples: Merger Agreement (Diamondback Energy, Inc.)

Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these Bylaws By-Laws notice is required to be given to any director, such notice shall be given either (i) in writing and sent by hand delivery, through the United States mail, or by a nationally recognized overnight delivery serviceservice for next day delivery, (ii) by means of facsimile telecommunication or other form of electronic transmission, or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (i) if given by hand delivery, orally, or by telephone, when actually received by the director, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s 's address appearing on the records of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s 's address appearing on the records of the Corporation, (iv) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, (v) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, or (vi) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.

Appears in 1 contract

Samples: Registration Rights Agreement (Venturi Partners Inc)

Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any director, such notice shall be given either (i) in writing and hand delivered, sent by mail, or sent by a nationally recognized delivery service, (ii) by means of facsimile telecommunication or other form of electronic transmission, or (iiiii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (iA) if given by hand delivery, orallyorally in person, or by telephone, when actually received by the director, ; (iiB) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, ; (iiiC) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, ; (ivD) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, ; (vE) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, ; or (viF) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.

Appears in 1 contract

Samples: Business Combination Agreement (CF Acquisition Corp. VI)

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