Mechanics and Notice Sample Clauses

Mechanics and Notice proposes to Transfer and the transferor's bona fide intention to Transfer such Shares; the name and address of the transferor, the Offeror, and the original Warrantholder of the Shares (if other than the transferor); the manner and the date of such proposed Transfer; and the bona fide cash price and/or other consideration (and the fair market value thereof as estimated in good faith by the transferor) per share of Shares, if any, that the Offeror offered to pay for such Shares (the "Offered Price"). The Company (or its assignee) may exercise its right of first refusal under this Paragraph 4 at any time not more than 60 days after the Company has received the Shareholder Notice of Offer with respect to such Shares. The Company (or its assignee) will exercise its right, if at all, by informing the transferor and Offeror in writing of the Company's (or its assignee's) intention to do so, in a notice that specifies a closing date that is no more than 30 days (or such later date as the Offeror may have offered) after the later of (i) receipt of the Shareholder Notice of Offer or (ii) determination of fair market value of the Shares. Additionally, if the Company disagrees with the transferor's estimate of the fair market value of any noncash consideration, the Board of Directors shall determine the Fair Market Value, and the Offered Price will be adjusted accordingly.
Sample 1
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Mechanics and Notice. The transferor of any Shares subject to -------------------- this Paragraph 5 will (whether such Transfer is a Voluntary Transfer or an Involuntary Transfer) provide to the Company a notice of proposed Transfer (the "Shareholder Notice of Transfer") stating: the number of Shares that the transferor proposes to Transfer; the names and addresses of the transferor, the transferee or proposed transferee, and the original Warrantholder of the Shares (if other than the transferor); and the circumstances, manner and date of such proposed Transfer (including information concerning the consideration involved). In the event of an Involuntary Transfer, the person obtaining the Shares promptly will notify the Secretary of the Company of such Involuntary Transfer and provide the information required in the Shareholder Notice of Transfer (the "Transferee Notice"). The Company (or its assignee) may exercise its right of first refusal under this Paragraph 5 at any time during the 60-day period after (i) the Company has received either the Shareholder Notice of Transfer or the Transferee Notice with respect to such Shares or, if later (ii) the date that is 9 months after the death of the Warrantholder (if the Transfer was an Involuntary Transfer due to death). The Company (or its assignee) will exercise its right, if at all, by informing the transferor and transferee in writing of the Company's (or its assignee's) intention to do so, in a notice that specifies a closing date that is no more than 30 days after the later of (i) receipt of the Shareholder Notice of Transfer or the Transferee Notice, whichever is applicable, or (ii) the determination of Fair Market Value of the Shares, or (iii) one year after the death of the Warrantholder (if the Transfer was an Involuntary Transfer due to death).
Sample 1
Mechanics and Notice. (i) The Company's Call Right Mechanics. The Company (or its ---------------------------------- assignee) will provide to any holder of Shares a notice of proposed purchase (the "Company's Purchase Notice") stating that it wishes to exercise its option to purchase all of the Shares owned by that holder; the Fair Market Value per Share and aggregate purchase price based thereon; and the proposed closing date of such purchase which must be at least 30 but not more than 90 days from the date the Company's Purchase Notice was delivered to the holder of Shares. The Shares will be purchased on that date.
Sample 1

Related to Mechanics and Notice

  • Location of Improvements; No Encroachments All improvements which were considered in determining the Appraised Value of the Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged Property, and no improvements on adjoining properties encroach upon the Mortgaged Property. No improvement located on or being part of the Mortgaged Property is in violation of any applicable zoning law or regulation;

  • Selection of Subcontractors, Procurement of Materials and Leasing of Equipment The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract.

  • Additional Requirements for Sleeping Rooms The Contractor shall provide departing Attendees a secured area for storing belongings.

  • Condition of Improvements The risk of destruction or substantial damage by fire or Act of God prior to delivery of deed is assumed by Seller. Xxxxxx agrees that on possession, the Real Estate shall be in the same condition as it is on the date of this contract, except for ordinary wear and tear. If the Real Estate should be damaged or destroyed by fire or other casualty and if, prior to Closing, the real Estate shall not be repaired or restored by and at the Sellers expense, to a condition as good as it was prior to the damage or destruction, then Purchaser, at his option, may terminate this contract by written notice to Seller and the Down Payment Shall be returned to Purchaser. While this contract is pending, Sellers shall not change any existing lease or enter into any new lease, nor make any substantial alterations or repairs without the consent of the Purchaser. In addition, the Purchaser also has an insurable interest in the property from date of this contract. Purchaser is hereby notified that insurance should be placed upon the property immediately to protect Purchasers’ interest.

  • Addresses and Notice Any notice, demand, request or report required or permitted to be given or made to a Partner or Assignee under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written communication to the Partner or Assignee at the address set forth in Exhibit A or such other address as the Partners shall notify the General Partner in writing.

  • Authorization to Release and Transfer Necessary Personal Information The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data by and among, as applicable, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that the Company may hold certain personal information about the Grantee, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social security number (or any other social or national identification number), salary, nationality, job title, number of Award Units and/or shares of Common Stock held and the details of all Award Units or any other entitlement to shares of Common Stock awarded, cancelled, vested, unvested or outstanding for the purpose of implementing, administering and managing the Grantee’s participation in the Plan (the “Data”). The Grantee understands that the Data may be transferred to the Company or to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country or elsewhere, and that any recipient’s country (e.g., the United States) may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative or the Company’s stock plan administrator. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data to a broker or other third party assisting with the administration of Award Units under the Plan or with whom shares of Common Stock acquired pursuant to the vesting of the Award Units or cash from the sale of such shares may be deposited. Furthermore, the Grantee acknowledges and understands that the transfer of the Data to the Company or to any third parties is necessary for the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein by contacting the Grantee’s local human resources representative or the Company’s stock plan administrator in writing. The Grantee further acknowledges that withdrawal of consent may affect his or her ability to vest in or realize benefits from the Award Units, and the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact his or her local human resources representative or the Company’s stock plan administrator.

  • CERTIFICATION OF NO ASBESTOS CONTAINING MATERIALS OR WORK 8.1 The Contractor shall be responsible for ensuring that no asbestos containing materials or work is included within the scope of the Work. The Contractor shall take whatever measures it deems necessary to insure that all employees, suppliers, fabricators, material men, subcontractors, or their assigns, comply with this requirement.

  • Condition of the Contractor’s Property or Equipment The Contractor shall make the Property and/or equipment available to the Judicial Council, pursuant to the terms and conditions set forth in this Agreement. The Contractor shall immediately remedy any problem with the Property’s physical plant or equipment that impairs or diminishes the quality of the Program. The Contractor shall ensure the appropriate hot water, heating, and ventilation is provided at the Property during the Program, inclusive in the prices set forth herein.

  • COMMUNICATION AND NOTICE REQUIREMENTS All communications, notices and approvals provided for hereunder shall be in writing and mailed or delivered to the Seller or the Purchaser, as the case may be, addressed as set forth in the related Sale Agreement or at such other address as either party may hereafter designate by notice to the other party. Notice given in any such communication, mailed to the Seller or the Purchaser by appropriately addressed registered mail, shall be deemed to have been given on the day following the date of such mailing.

  • Certain Notice Requirements From and after the consummation of the IPO, an Investor Group (for purposes of this Section 4.3, a “Notifying Investor Group”) shall provide the other applicable Investor Group with written notice prior to the time that such Notifying Investor Group acquires, during any twelve (12) month period following the consummation of the IPO, Beneficial Ownership of an aggregate amount of Shares in excess of nine-tenths of a percent (0.90%) of the aggregate amount of issued and outstanding Shares.

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