Notification and Inclusion Sample Clauses

Notification and Inclusion. If the Company proposes to register for its own account any common equity securities of the Company or any securities convertible into common equity securities of the Company under the Securities Act (other than a registration relating solely to the sale of securities to participants in a dividend reinvestment plan, a registration on Form S-4 relating to a business combination or similar transaction permitted to be registered on such Form S-4, a registration on Form S-8 relating solely to the sale of securities to participants in a stock or employee benefit plan, a registration permitted under Rule 462 under the Securities Act registering additional securities of the same class as were included in an earlier registration statement for the same offering, and declared effective) the Company shall, at each such time after the Commencement Date until Buyer no longer holds Registerable Securities, promptly give written notice of such registration to Buyer. Upon the written request of Buyer given within 10 days after receipt of such notice by Buyer, the Company shall seek to include in such proposed registration such Registrable Securities as Buyer shall request be so included and shall use its reasonable best efforts to cause a registration statement covering all of the Registrable Securities that Buyer has requested to be registered to become effective under the Securities Act. The Company shall be under no obligation to complete any offering of securities it proposes to make under this Section 3 and shall incur no liability to Buyer for its failure to do so. If, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to Buyer and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) and (ii) in the case of a determination to delay registering, the Company shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.
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Notification and Inclusion. If the Company proposes to register for its own account or the account of any other securityholder, any equity securities of the Company or any securities convertible into equity securities of the Company under the Securities Act (other than pursuant to a registration on Form S-4 or Form S-8 or any similar form or pursuant to a Shelf Registration under this Agreement), the Company shall, at each such time after the date hereof, promptly give notice to each holder of Registrable Securities (the "Company Notice") of such registration and of such holder's rights under this Section 8.2(a). Upon the written request of any holder of Registrable Securities given within 20 days after receipt of a Company Notice by such holder of Registrable Securities, the Company shall include in such proposed registration such Registrable Securities as such holders shall request and shall use its best efforts to cause a registration statement covering all of the Registrable Securities that such holders have requested to be registered to become effective under the Securities Act (an "Incidental Registration"). The Company shall not be required to include in such Incidental Registration any Registrable Securities held by a holder that does not submit a written request within such 20 day period.
Sample 1
Notification and Inclusion. Other than in connection with a Strategic Investment the consummation of which occurs within nine months of the Closing Date, the Company shall provide the Investor with written notice (the "Strategic Investment Notice") not less than 30 days prior to the proposed date of the consummation of the Strategic Investment (the "Strategic Investment Date"). The Strategic Investment Notice shall be accompanied by a copy of any purchase agreement relating to the Strategic Investment (if available) and shall set forth: (i) the name and address of the proposed Strategic Investor; (ii) the number of shares of Common Stock proposed to be issued; (iii) the proposed amount and form of consideration to be paid for such shares of Common Stock and the terms and conditions of payment offered; (iv) confirmation that the proposed Strategic Investor has been informed of the rights provided for herein and has agreed to purchase shares of Common Stock from the Investor in accordance with the terms hereof in priority to any Common Shares to be issued by the Company; and (v) the Strategic Investment Date. The Company agrees that in negotiating the Strategic Investment it shall ensure that the documentation relating to the Strategic Investment shall provide (i) that the only representations, warranties or covenants which the Investor shall be required to make in connection with a sale contemplated herein are representations and warranties with respect to its own ownership of the Common Stock to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances or adverse claims, its due organization, its due authorization, execution and delivery of the definitive purchase agreement (if applicable), enforceability of such purchase agreement against it and no conflicts of it with such purchase agreement, and (ii) that the liability of the Investor with respect to any representation and warranty made in connection with any sale contemplated herein is limited to the amount of proceeds actually received by the Investor.
Sample 1
Notification and Inclusion. If Equalnet proposes to register for its own account or the account of any other securityholder, any equity securities of Equalnet or any securities convertible into equity securities of Equalnet under the Securities Act (other than pursuant to a registration on Form S-4 or Form S-8 or any similar form), Equalnet shall, at each such time after the date hereof, promptly give notice to each holder of Registrable Securities (the "Company Notice") of such registration and of such holder's rights under this Section 7.2(a). Upon the written request of any holder of Registrable Securities given within 20 days after receipt of a Company Notice by such holder of Registrable Securities, Equalnet shall include in such proposed registration such Registrable Securities as such holders shall request and shall use its best efforts to cause a registration statement covering all of the Registrable Securities that such holders have requested to be registered to become effective under the Securities Act (an "Incidental Registration").
Sample 1
Notification and Inclusion. If the Company proposes to register for its own account or the account of any other securityholder, any equity securities of the Company or any securities convertible into equity securities of the Company under the Securities Act (other than pursuant to a registration on Form S-4 or Form S-8 or any similar form), the Company shall, at each such time after the date hereof, promptly give notice to each holder of Registrable Securities (the "Company Notice") of such registration and of such holder's rights under this Section 7.2(a). Upon the written request of any holder of Registrable Securities given within 20 days after receipt of a Company Notice by such holder of Registrable Securities, the Company shall include in such proposed registration such Registrable Securities as such holders shall request and shall use its best efforts to cause a registration statement covering all of the Registrable Securities that such holders have requested to be registered to become effective under the Securities Act (an "Incidental Registration").
Sample 1
Notification and Inclusion. (a) If, at any time from time to time after the earlier to occur of (i) the date on which the Corporation completes an initial public offering of shares of its common stock and (ii) September 9, 2000, the Corporation proposes to register any of its equity securities, either for its own account or for the account of a security holder or holders and whether pursuant to its own initiative, the initiative or request of another Person or pursuant to a Demand Registration (other than a registration of securities relating solely to employee benefit plans or to effect a merger or other reorganization), the Corporation shall promptly give written notice of such registration to the Investor Stockholders and the CCS Group Stockholders.
Sample 1

Related to Notification and Inclusion

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  • Certifications and Audits Company shall promptly complete and return to BNYM any certifications which BNYM in its sole discretion may from time to time send to Company, certifying that Company is using the Licensed System in strict compliance with the terms and conditions set forth in this Agreement. BNYM may, at its expense and after giving reasonable advance written notice to Company, enter Company locations during normal business hours and audit Company’s utilization of the Licensed System, the number of copies of the Documentation in Company’s possession, and the scope of use and information pertaining to Company’s compliance with the provisions of this Agreement. The foregoing right may be exercised directly by BNYM or by delegation to an independent auditor acting on its behalf. If BNYM discovers that there is any unauthorized scope of use or that Company is not in compliance with the aforementioned provisions, Company shall reimburse BNYM for the full costs incurred in conducting the audit.

  • Unavailability of Tenor of Benchmark Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (2) the regulatory supervisor for the administrator of such Xxxxxxxxx has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

  • Proposing Integration Activities in the Planning Submission No integration activity described in section 6.3 may be proposed in a CAPS unless the LHIN has consented, in writing, to its inclusion pursuant to the process set out in section 6.3(b).

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