Refusal Notice Sample Clauses

Refusal Notice. A Holder that desires in good faith to Transfer any Securities that are subject to the provisions of Section 4(b), (c) or (d) (the "TRANSFEROR") shall deliver a written notice of such intent (the "REFUSAL NOTICE") to each Offeree as required pursuant to Section 4(b), (c) or (d). The Refusal Notice shall contain (i) a description of the proposed Transfer transaction and the terms thereof including the number and type of Securities (E.G., Preferred Stock, Common Stock or Warrants) proposed to be transferred (collectively, the "REFUSAL SECURITIES"), (ii) the name of each person to whom or in favor of whom the proposed Transfer is to be made (the "REFUSAL TRANSFEREE") and (iii) a description of the consideration to be received by the Transferor upon Transfer of the Refusal Securities; PROVIDED, HOWEVER, that if any Holder desires to Transfer any Securities pursuant to Rule 144 of the Securities Act, such Holder shall not be required to satisfy subsection (a)(ii) herein. The Refusal Notice shall be accompanied by a copy of the third party written offer (for purposes of this SECTION 4, an executed letter of intent stating the terms of such offer, or incorporating by reference therein a separate summary of terms which shall be deemed a written offer). No offer (covered by this SECTION 4) to Transfer to a Transferee shall be permissible, unless the consideration for the Transfer involved consists solely of cash.
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Refusal Notice. In the event that the Offeree Party notifies the Selling Party in writing that it has determined not to purchase the offered Equity Securities (a "Negative Response") or fails to respond to the Selling Party by the end of the Offer Period, then, within thirty (30) days after the earlier of the date of the Selling Party's receipt of such Negative Response or the end of the Offer Period or an unsuccessful equity offering by the Murrxx Xxxup, the Selling Party may Transfer such Equity Securities to a third party at a price and on terms no more favorable to such third party than the price and terms specified in the Offer Notice to the Offeree Party, provided that, at least ten (10) days prior to the consummation of such sale to and purchase by such third party, the Selling Party shall deliver a second written notice (a "Refusal Notice") to the Offeree Party offering the Offeree Party a right of first refusal to purchase such Equity Securities at the same price and on the same terms agreed to by such third party. The Refusal Notice shall be accompanied by a certificate of the Selling Party certifying that it has received from a third party a bona fide offer to acquire such Equity Securities at such price and on such terms specified in the Refusal Notice and identifying such third party.
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Refusal Notice. If any subscribing person places any items out for pickup and the item is not taken by DSI, DSI shall provide notification to the resident of reason(s) for refusal to pick up the item.
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Refusal Notice. Such offer of the Refusal Space shall be made by Landlord to Tenant in a written notice (the "Refusal Notice") which Refusal Notice shall contain a copy of an executed or unexecuted final letter of intent and shall specify: (a) the location, configuration and rentable square footage of the Refusal Space and the date of commencement of the term of the Refusal Space (the "Refusal Space Commencement Date") under the Proposed Lease with the Proposed Tenant, (b) the Annual Base Rent for the Refusal Space, (c) the expiration date for Tenant’s lease of the Refusal Space and (d) any other material economic terms contained in the Proposed Lease. Landlord shall use commercially reasonable efforts to provide Tenant with written or verbal notices regarding the general status of negotiations with the Proposed Tenant before such negotiations are complete. Provided Landlord has previously notified Tenant of the negotiations with the Proposed Tenant before delivering the Refusal Notice, Tenant may accept the offer set forth in the Refusal Notice by delivering to Landlord an unconditional acceptance of such offer, in writing, within five (5) business days after delivery by Landlord of the Refusal Notice to Tenant ("Tenant's Acceptance Notice"). If Landlord has not notified Tenant of the negotiations with the Proposed Tenant in writing or verbally at least five (5) business days before delivering the Refusal Notice to Tenant, then Tenant shall have ten (10) business days to deliver Tenant's Acceptance Notice. If Tenant does not accept (or fails to timely submit Tenant's Acceptance Notice) an offer made by Landlord pursuant to the provisions of this Section 38.3 with respect to the Refusal Space designated in the Refusal Notice, then Landlord shall be under no further obligation to Tenant with respect to such space. In order to send the Refusal Notice, Landlord does not need to have a negotiated lease with the Proposed Tenant but may merely have entered into and completed a Serious Negotiation.
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Refusal Notice. Prior to Landlord’s leasing any portion of the First Refusal Space, Landlord shall give Tenant a written notice (the “Refusal Notice”) which will include a copy of the executed letter of intent between Landlord and a third party (which may be non-binding). Landlord may redact the identity of the third party if the third party requests confidentiality. The Refusal Notice or its attachments must set forth (i) the location, (ii) the Rentable Area, (iii) the proposed availability date (the “First Refusal Space Commencement Date”) and lease term, (iv) the rental rate, (v) the tenant improvement allowances and base building improvements, and (vi) all other economic terms being offered with respect to such First Refusal Space.
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Refusal Notice. Assignee acknowledges that Assignor has informed Assignee that Assignor previously received from Landlord a First Refusal Notice under Section 1.3(b) of the Lease and that Assignor did not accept the offer contained therein.
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Refusal Notice. If any subscribing person places any items out for pickup and the item is not taken by <Company Name> , <Company Name> shall provide written notification to the resident and to the City of reason(s) for refusal to pick up the item.
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Related to Refusal Notice

  • Offer Notice (i) The Company shall give written notice (the “Offering Notice”) to the Purchaser and the other Forward Contract Parties stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities and the applicable pro rata share of such New Equity Securities offered to the Purchaser pursuant to such Offering Notice.

  • Transfer Notice At least two (2) Business Days before each Acquisition Date, the Administrator shall deliver to the Depositor, the Issuer and the Indenture Trustee a Transfer Notice for the Additional Receivables to be transferred and absolutely assigned on that Acquisition Date, which will specify the Additional Receivables Transfer Amount, and will have delivered with it an electronic file containing the Schedule of Receivables; and

  • Offering Notice Except for (a) options to purchase Common Stock or restricted stock which may be issued pursuant to a Stock Option Plan, (b) a subdivision of the outstanding shares of Common Stock into a larger number of shares of Common Stock, (c) Equity Securities of the Company issued upon exercise, conversion or exchange of any Common Stock Equivalent either (x) previously issued or (y) issued in accordance with the terms of this Agreement, (d) Equity Securities of the Company issued in consideration of an acquisition (whether pursuant to a stock purchase, asset purchase, merger or otherwise), approved by the Board of Directors in accordance with the terms of this Agreement, by the Company of another Person, (e) issuances to commercial banks, lessors and licensors in non-equity financing transactions (provided that the foregoing will not include any issuances to private equity or venture capital firms or any private equity division of any investment bank or commercial bank) not exceeding more than five percent (5%) in the aggregate of the outstanding Shares on a fully diluted basis in transactions approved by the Board of Directors, (f) issuances to the public pursuant to an effective Registration Statement and (g) issuances in connection with any dividend or distribution on shares of preferred stock of the Company, if any ((a)-(g) being referred to collectively as “Exempt Issuances”), if, following compliance with Section 6.9 (if applicable), the Company wishes to issue any Equity Securities or Debt Securities of the Company (collectively, “New Securities”) to any Person (the “Subject Purchaser”), then the Company shall offer such New Securities to each of the Initial Stockholders holding greater than one percent (1%) of the then-issued and outstanding Shares (each, a “Preemptive Rightholder”, and collectively, the “Preemptive Rightholders”) by sending written notice (the “New Issuance Notice”) to the Preemptive Rightholders, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per security of the New Securities (the “Proposed Price”). Upon delivery of the New Issuance Notice, such offer shall be irrevocable unless and until the rights provided for in Section 4.2 shall have been waived or shall have expired.

  • First Refusal At any time after the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Date, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an "OFFEROR'S NOTICE"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted within 20 business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer shall be settled within 10 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice. The requirements of this Section 11 shall not apply to (w) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuer, (x) any disposition of Issuer Common Stock or other securities by a person to whom grantee has assigned its rights under the Option with the consent of Issuer, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (z) any transfer to a wholly owned subsidiary of Grantee which agrees in writing to be bound by the terms hereof.

  • Selection Notice A Selection Notice to be effective must be:

  • Renewal Option This Contract may be renewed under the same terms and conditions, subject to the approval of the Commissioner of the Department of Administration and the State Budget Director in compliance with IC § 5-22-17-4. The term of the renewed contract may not be longer than the term of the original Contract.

  • Sale Notice Parent shall provide the Holder with written notice (the “Tag-Along Sale Notice”) not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Tag-Along Sale (the “Tag-Along Sale Date”). Each Tag-Along Sale Notice shall set forth: (i) the name and address of each proposed transferee or purchaser of shares in the Tag-Along Sale; (ii) the number of shares proposed to be transferred or sold by Parent; (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee or purchaser; (iv) the aggregate number of shares of Common Stock held of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by Parent; (v) the Management Investor’s Allotment assuming the Holder elected to sell the maximum number of shares of Common Stock possible; (vi) confirmation that the proposed purchaser or transferee has been informed of the “Tag-Along Rights” provided for herein and has agreed to purchase shares of Common Stock in accordance with the terms hereof and (vii) the Tag-Along Sale Date.

  • Delivery Notice Notice of the Aircraft's Delivery Date, given by the Lessee as provided in Section 3.01 of the Participation Agreement and including any notice with respect to a postponed Delivery Date given by the Lessee pursuant to Section 3.05(c) of the Participation Agreement.

  • Tenant’s Notice If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”), Tenant shall give notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet and the commencement date of such sublease. If Tenant has vacated all or substantially all of the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises during the Term), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease of the entire Premises, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option, to terminate this Amended and Restated Lease with respect to the entire Premises. If the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forth. Such option may be exercised by notice from Landlord to Tenant within 20 days after delivery of Tenant’s notice. If Landlord exercises its option to terminate this Amended and Restated Lease, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 days after the date of the above notice unless Landlord agrees to such earlier date, (ii) Rent shall be apportioned, paid or refunded as of such date, (iii) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (iv) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other party. Landlord shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridors.

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