Holder Transfer Notice definition

Holder Transfer Notice has the meaning section forth in Section 2.2(b) hereof.
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Holder Transfer Notice pursuant to Section 2.2(c).
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Examples of Holder Transfer Notice in a sentence

  • Should the purchase price specified in the Transfer Notice or Holder Transfer Notice be payable in property other than cash or evidences of indebtedness, the Holders or the Company, as the case may be, shall have the right to pay the purchase price in the form of cash equal in amount to the fair market value of such property.

  • Regardless of any other provision herein contained, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Section 8.3(c) with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Section 8.3 and instead shall be free to sell such Offered Shares pursuant to the Holder Transfer Notice, subject to Sections 8.4 and 8.5 hereunder.

  • Regardless of any other provision herein contained, if the Holders decline in writing, or fail to exercise their purchase option pursuant to this Article 7.3(c) with respect to all (and not less than all) Offered Shares, the Transferor shall be under no obligation to transfer the Offered Shares to the Holders or the Company pursuant to this Article 7.3 and instead shall be free to sell such Offered Shares pursuant to the Holder Transfer Notice, subject to Articles 7.4 and 7.5 hereunder.

  • The Trust's financial obligations arising from the indemnification provided herein or in the Declaration of Trust (i) may be insured by policies maintained by the Trust on behalf of any Trustee, officer or agent; (ii) shall be severable; (iii) shall not be exclusive of or affect any other rights to which any Trustee, officer or agent may now or hereafter be entitled; and (iv) shall inure to the benefit of the Trustee, officer or agent's heirs, executors and administrators.Section 6.

  • Each Preferred Shareholder and/or each Bona Fide Purchaser purchasing the Key Holder Transfer Shares and/or the Co-Sale Shares shall deliver at such closing (or on such later date or dates as may be provided in the Proposed Key Holder Transfer Notice with respect to payment of consideration by the proposed Bona Fide Purchaser) payment in full of the purchase price for the Key Holder Transfer Shares.

  • The Holder Transfer Securities shall be allocated among each Exercising Holder (with rounding to avoid fractional shares) in proportion to its respective Proportionate Amount and on the same material terms and conditions as specified in the Holder Transfer Notice provided that in no event shall an amount greater than such Exercising Holder’s Exercise Amount be allocated to such Exercising Holder.

  • The Transferor shall have the right to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Section 8.3(c) any Offered Shares offered thereby.

  • The closing of any purchase of Holder Transfer Securities by the Exercising Holders and the Exercising Founders shall be held at the principal office of the Company at 11:00 a.m. on the 45th day after the giving of the Holder Transfer Notice or at such other time and place as the parties to the transaction may agree.

  • The Transferor shall have the right to terminate or withdraw any Holder Transfer Notice and any intent to transfer Offered Shares at any time, whether or not any Holder has elected to purchase under this Article 7.3(c) any Offered Shares offered thereby.

  • If the Company at any time elects not to purchase all of the Offered Shares pursuant to its right of first refusal in Section 8.3(b) hereof, then each Holder shall have an option for a period of fifteen (15) days following such Holder’s receipt of the Holder Transfer Notice to elect to purchase its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Holder Transfer Notice.

Related to Holder Transfer Notice

  • Transfer Notice means the notice of a proposed transfer of Shares described in Section 8.

  • Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.

  • Sale Notice has the meaning set forth in Section 9.18(b).

  • First Offer Notice shall have the meaning set forth in Section 14.4(a).

  • Offer Notice shall have the meaning set forth in Section 4.1.

  • Purchase Offer shall have the meaning assigned to such term in Section 2.25(a).

  • Offering Notice has the meaning set forth in Section 3.1(a).

  • Co-Sale Notice has the meaning set forth in Section 4.3.

  • ROFR Notice has the meaning set forth in Section 3.02(d).

  • Investor Notice means written notice from an Investor notifying the Company and the selling Key Holder that such Investor intends to exercise its Secondary Refusal Right as to a portion of the Transfer Stock with respect to any Proposed Key Holder Transfer.

  • Subsequent Financing Notice shall have the meaning ascribed to such term in Section 4.12(b).

  • ROFO Notice is defined in Section 6.2(a).

  • Term SOFR Notice means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.

  • Repurchase Offer has the meaning set forth in Section 3.04.

  • Shelf Offering Notice has the meaning set forth in Section 2(d)(ii).

  • Disposition Notice is defined in Section 5.2(a).

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Transfer Shares has the meaning ascribed to such term in Section 6.2(a)

  • Tag or “RFID tag” means the unique identification number or Radio Frequency Identification (RFID) issued to a licensee by the agency for tracking, identifying and verifying marihuana plants, marihuana products, and packages of marihuana product in the statewide monitoring system.

  • Registration Notice has the meaning specified in Section 2.1(a).

  • Exchange Notice has the meaning set forth in Section 2.1(a)(iii).

  • Put Option Notice means a notice which must be delivered to a Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;

  • Restriction Notice has the meaning set forth in Section 8.04(f) hereof.

  • First Offer has the meaning set forth in Section 3.9(e)(1) or Section 11.1(b)(i), as applicable.

  • Proposed Sale shall have the meaning set forth in Section 4.2(a).

  • Purchase Option Notice As defined in Section 3.18(e).