Shareholder Notice Sample Clauses

Shareholder Notice. A Shareholder wishing to exercise a right under this Article VII shall do so by serving a notice upon the other Shareholder and the Company, and any such notice shall be irrevocable. Any such notice shall be served within sixty (60) Business Days of a Shareholder gaining actual knowledge of the occurrence of the circumstances which entitle it to serve the notice (or, in the case of a notice from Global Green to V Partner pursuant to Section 7.2 hereof, within twenty (20) Business Days of its receipt of the relevant notice from V Partner),

Shareholder Notice. MHA shall have satisfied all of the requirements of Section 710(b) of the Amex Company Guide of the American Stock Exchange, if applicable, including the submission of the written application to the Exchange’s Listing Qualifications Department, the notice to MHA’s shareholders and the public announcement of the transaction.

Shareholder Notice. No notice to be given by the Company to the Company Shareholders pursuant to Israeli Law or the Charter Documents, if any, or otherwise and any amendment or supplement thereto (other than any of the information supplied or to be supplied by Acquirer for inclusion therein), will contain, as of the date of the mailing of such document, any untrue statement of a material fact, or, to the Knowledge of the Company, will omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Shareholder Notice. Pursuant to Section 79-4-11.03 of the MBCA, the Purchaser shall have delivered notice to its shareholders informing them that the Purchaser's Board of Directors and a majority of the Purchaser's shareholders entitled to vote adopted this Agreement and approved the Merger, the Private Placement and the transactions contemplated hereby and thereby.

Shareholder Notice and Approval Prior to the Closing, Stage II shall have (a) complied with Rule 14f-1 under the Exchange Act with respect to the reconstitution of the Stage II Board pursuant to Section 7.5 and (b) obtained approval for the issuance of the Stage II Shares by the requisite vote of its shareholders at the Special Meeting pursuant to the solicitation contemplated by Section 5.12.

Shareholder Notice. No notice to be given by the Company to the Shareholders pursuant to Washington Law or the Governing Documents of the Company, if any, or otherwise and any amendment or supplement thereto (other than any of the information supplied or to be supplied by Parent for inclusion therein) will contain, as of the date of the mailing of such document, any untrue statement of a material fact, or, to the Company’s Knowledge, will omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. . Subject to the requirements of Article 2 and Article 3, the Company is not entering into this Agreement or the transactions contemplated hereby with the actual intent to hinder, delay or defraud either present or future creditors. As of the date of this Agreement and as of the time immediately prior to the Closing, the Company (a) is solvent (in that both the fair value of its assets will not be less than the sum of its debts and that the present fair saleable value of its assets will not be less than the amount required to pay its probable liability on its recourse debts as they mature or become due), (b) has adequate capital and liquidity with which to engage in its business and (c) has not incurred and does not plan to incur debts beyond its ability to pay as they mature or become due. As of the date of this Agreement and as of the time immediately prior to the Closing, none of the Subsidiaries of the Company is insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to such Subsidiary; and has stopped paying its debts as they fall due. As of the date of this Agreement and as of the time immediately prior to the Closing, no step has been taken in any jurisdiction to initiate any process by or under which: (i) the ability of the creditors of any of the Subsidiaries of the Company to take any action to enforce their debts is suspended, restricted or prevented; (ii) some or all of the creditors of the Subsidiaries of the Company accept, by agreement or in pursuance of a court Order, an amount less than the sums owing to them in satisfaction of those sums with a view to preventing the dissolution of any of the Subsidiaries the Company; (iii) a Person is appointed to manage the affairs, business and assets of any of the Subsidiaries of the Company on behalf of their creditors; or (iv) the holder of a charge over all or any of the assets of any of t...

Shareholder Notice. The selling Significant Holder shall provide written notice (a "SHAREHOLDER NOTICE") to the Company no less than four (4) business days prior to such Significant Holder's intended sale. Within three (3) business days of receipt of the Shareholder Notice, the Company will inform such Significant Holder in writing if the registration statement and final prospectus then on file with the SEC is current and otherwise complies with the Securities Act such that sales may be made thereunder. Beginning immediately upon receipt of notice from the Company that the registration statement is current and complies with the Securities Act, such Significant Holder shall then have ten (10) business days to sell the Registrable Securities proposed to be sold, unless the notice from the Company specifies that no sale may be made until the date of intended sale, as specified in the Shareholder Notice, in which case the Significant Holder must wait until the date of the intended sale to make such sale and shall then have ten (10) business days thereafter to make such sale (each, a "SELLING PERIOD"). After such Selling Period, the seller shall once again comply with the procedures set forth in this Section 6(a) prior to any further sales. Each Shareholder Notice shall be in writing to the Company at the following address: Intevac, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Santa Clara, California 95054 Attention: Chief Financial Officer Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

Shareholder Notice. As promptly as practicable following the execution of this Agreement, the Company shall transmit to the Company Shareholders the Board’s recommendation that the shareholders vote in favor of approval of this Agreement, the Merger and the other Transactions. The Company shall send a notice to the Company Shareholders pursuant to and in accordance with the applicable provisions of the GBCC and the Company Charter and the Company Bylaws (the “Shareholder Notice”) that states that a Company Shareholder Meeting shall be held to consider this Agreement, the Merger and the other Transactions. The Company shall take all necessary actions to convene and hold the Company Shareholder Meeting to consider and vote upon this Agreement, the Merger and the other Transactions for purposes of obtaining the Requisite Shareholder Approval. The Shareholder Notice shall also state that the Company Shareholders are or may be entitled to assert Dissenters’ Rights pursuant to Section 2.01(d) and Article 13 of the GBCC and shall be accompanied by a copy of Article 13 of the GBCC. Also accompanying the Shareholder Notice shall be a disclosure document that includes at least the information required to be included by the GBCC. (the “Disclosure Document”). The Shareholder Notice shall be given no fewer than ten (10) days nor greater than sixty (60) days prior to the date of the Company Shareholder Meeting. The Disclosure Document shall not make the approval of the other Transactions contingent or otherwise conditioned on the approval of any “parachute payments” within the meaning of Section 280G of the IRC. Such Disclosure Document shall specifically include and confirm that the Requisite Shareholder Approval will constitute the approval of: (i) the escrow and indemnification obligations of the Company Indemnifying Parties set forth in Section 2.03 and Article VIII respectively, and the deposit of cash equal to the Escrow Amount into the Escrow Account, (ii) the allocation of the Net Merger Consideration, including the Escrow Amount and the Shareholders’ Representative Fund Amount, as set forth in this Agreement and (iii) the appointment of PFire Escrow, Inc., a wholly owned subsidiary of Cable News Network, Inc., as the Shareholders’ Representative. The Board shall not alter, modify, change or revoke its approval of this Agreement, the Merger, and the other Transactions, and its recommendation to the Company Shareholders to vote in favor of approval of this Agreement, the Merger and ...

Shareholder Notice. “Shareholder Notice” shall have the meaning specified in Section 5.8(b) of the Agreement.