Examples of Major Transaction Notice in a sentence
Any election by the Company to treat this Warrant as an Assumption pursuant to the terms hereof shall be made in the Major Transaction Notice (as defined in Section 5(c)(iii) below) in respect of such Qualified Major Transaction.
At least thirty (30) days prior to the consummation of a Major Transaction, but not prior to the public announcement of such transaction, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a "Major Transaction Notice"), which notice shall specify the nature and terms of the proposed transaction and nature of the Successor Entity (if any).
In the event the Major Transaction Notice relating to a Qualified Change of Control Transaction includes an Assumption Election, the Holder shall send written notice to the Company within the Early Termination Period if the Holder elects to waive this Section 5(c) in its entirety in which event no Assumption shall occur.
The Major Transaction Notice with respect to a Qualified Change of Control Transaction shall also state whether the Company is electing to treat such Major Transaction as an Assumption (an “Assumption Election”).
Each Major Transaction Notice shall prominently indicate that it is a “Major Transaction Notice” and the subject of any email that contains or attaches a Major Transaction Notice shall be “Sientra – Major Transaction Notice.” Each Major Transaction Notice shall set forth the date on which the applicable Major Transaction has been or will be consummated (or, if such date is not known, the Company’s good faith estimate of the date of such consummation).
Without limiting the rights and remedies of the Holder hereunder or under the Facility Documents or otherwise at law or in equity, the failure to timely deliver or re-send any Major Transaction Notice or other notice pursuant to this Section 3 or to include any required information in such notice shall toll any time period hereunder for any response responding to, or taking any action following, such notice by the Holder.
If, subsequent to the delivery of the Major Transaction Notice, the Stockholders shall have delivered a Put Exercise Notice (as defined below) then, not less than three (3) Business Days prior to the consummation of such Major Transaction, the Company shall deliver to the Stockholders a dated written notice specifying the anticipated closing date for such Major Transaction.
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Any election by the Company to treat this Warrant as an Assumption pursuant to the terms hereof shall be made in the Major Transaction Notice (as defined in Section 5(a)(iii) below) in respect of such Qualified Major Transaction.
The DPDF Lender, in the exercise of its sole discretion, may deliver at any time during the period beginning after such DPDF Lender’s receipt of a Major Transaction Notice and ending 5 Business Days prior to the consummation of such Major Transaction a notice to the Borrower (the “Put Notice”), declaring that the sum of the entire outstanding principal amount of the Term Notes plus all interest accrued and unpaid thereon on the MT Date (the “Put Price”) shall become due and payable on the MT Date.