Notice of Certain Events Contract Clauses (109)

Grouped Into 5 Collections of Similar Clauses From Business Contracts

This page contains Notice of Certain Events clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Notice of Certain Events. 25.1 If the Company shall after the Distribution Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend); (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options; (iii) to eff...ect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares); (iv) to effect any consolidation or merger into or with any other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or Earning Power of the Company and its Subsidiaries (taken as a whole) to any other Person; (v) to effect the liquidation, dissolution or winding-up of the Company; or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares, or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate and the Rights Agent, in accordance with Section 26, a reasonably detailed notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding-up is to take place and the date of participation therein by the holders of the Common Shares or Preferred Shares or both, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares or Preferred Shares or both, whichever shall be the earlier. 25.2 The Company shall, as soon as practicable after a Stock Acquisition Date, give to the Rights Agent and each holder of a Right Certificate, in accordance with Section 26, a notice that describes the transaction in which the a Person became an Acquiring Person and the consequences of the transaction to holders of Rights under Section 11.1.2. View More Arrow
Found in Avis Budget Group contract
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Notice of Certain Events. 25.1 If (a) In case the Company shall propose, at any time after the Distribution Date propose Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividend); dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purcha...se any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options; options, or (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Shares); Stock), or (iv) to effect any consolidation or merger into or with any other Person, Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than 50% or more of the assets assets, cash flow or Earning Power earning power of the Company and its Subsidiaries (taken as a whole) to any other Person; Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding-up winding up of the Company; or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares, or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), Company, then, in each such case, the Company shall give to each holder of a Right Certificate Rights Certificate, to the extent feasible and the Rights Agent, in accordance with Section 26, 25 hereof, a reasonably detailed notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution dissolution, or winding-up winding up is to take place and the date of participation therein by the holders of the Common Shares or shares of Preferred Shares or both, Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten twenty (20) days prior to the record date for determining holders of the shares of Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least ten twenty (20) days prior to the date of the 22. Table of Contents taking of such proposed action or the date of participation therein by the holders of the Common Shares or shares of Preferred Shares or both, Stock, whichever shall be the earlier. 25.2 The (b) In case any of the events set forth in Section 11(a)(ii) hereof shall occur, then, in any such case, (i) the Company shall, shall as soon as practicable after a Stock Acquisition Date, thereafter give to the Rights Agent and each holder of a Right Rights Certificate, to the extent feasible and in accordance with Section 26, 25 hereof, a notice that describes of the transaction in occurrence of such event, which shall specify the a Person became an Acquiring Person event and the consequences of the transaction event to holders of Rights under Section 11.1.2. 11(a)(ii) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities. Notwithstanding anything in this Agreement to the contrary and for the avoidance of doubt, the consummation of either of the Mergers contemplated by the Merger Agreement shall not, in and of themselves, give rise to any notice obligation under this Section 24. View More Arrow
Found in TiVo Corp contract
Notice of Certain Events. 25.1 If the Company shall after the Distribution Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Common Shares (other than a regular quarterly cash dividend); (ii) to offer to the holders of its Preferred Common Shares rights or warrants to subscribe for or to purchase any additional Preferred Common Shares or shares of stock of any class or any other securities, rig...hts or options; (iii) to effect any reclassification of its Preferred Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred Common Shares); (iv) to effect any consolidation or merger into or with any other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or Earning Power of the Company and its Subsidiaries (taken as a whole) to any other Person; (v) to effect the liquidation, dissolution or winding-up of the Company; or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares, or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate and the Rights Agent, in accordance with Section 26, a reasonably detailed notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding-up is to take place and the date of participation therein by the holders of the Common Shares or Preferred Common Shares or both, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten 10 days prior to the record date for determining holders of the Preferred Common Shares for purposes of such action, and in the case of any such other action, at least ten 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares or Preferred Common Shares or both, whichever shall be the earlier. 25.2 The Company shall, as soon as practicable after a Stock Acquisition Date, give to the Rights Agent and each holder of a Right Certificate, in accordance with Section 26, a notice that describes the transaction in which the a Person became an Acquiring Person and the consequences of the transaction to holders of Rights under Section 11.1.2. 26. Notices. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or made if in writing and when sent by overnight delivery service or first-class mail, postage prepaid, properly addressed (until another address is filed in writing with the Rights Agent) as follows: Avis Budget Group, Inc. 6 Sylvan Way Parsippany, New Jersey 07054 Attention: Jean M. Sera Subject to the provisions of Section 21, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be deemed given upon receipt and shall be sufficiently given or made if in writing when sent by overnight delivery service or registered or certified mail properly addressed (until another address is filed in writing with the Company) as follows: Computershare Inc. 150 Royall Street Canton, MA 02021 Attention: Client Services Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate shall be sufficiently given or made if in writing, when sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company. View More Arrow
Found in Avis Budget Group contract
Notice of Certain Events. 35 25.1 If the Company shall after the Distribution Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Common Shares (other than a regular quarterly periodic cash dividend); dividend, if any); (ii) to offer to the holders of its Preferred Common Shares rights or warrants to subscribe for or to purchase any additional Preferred Common Shares or shares of stock of any cla...ss or any other securities, rights or options; (iii) to effect any reclassification of its Preferred Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred Common Shares); (iv) to effect any consolidation or merger into or with any other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or Earning Power of the Company and its Subsidiaries (taken as a whole) to any other Person; (v) to effect the liquidation, dissolution or winding-up winding up of the Company; or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares, or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate and the Rights Agent, Right, in accordance with Section 26, a reasonably detailed notice of such the proposed action, which shall specify the record date for the purposes of such a stock dividend, or distribution of rights or warrants, or the date on which such a reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding-up winding up is to take place and the date of participation therein by the holders of the Common Shares or Preferred Shares or both, Shares, if any such date is to be fixed, and such the notice shall be so given given, in the case of any action covered by clause (i) or (ii) above above, at least ten (10) days prior to the record date for determining holders of the Preferred Common Shares for purposes of such action, and and, in the case of any such other action, action covered by clauses (iii) to (vi) above, at least ten (10) days prior to the date of the taking of such the proposed action or the date of participation therein by the holders of the Common Shares or Preferred Shares or both, Shares, whichever shall be the earlier. The failure to give notice required by this Section 25.1 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. 25.2 The In case any Section 11.1.2 Event shall occur, then the Company shall, shall as soon as practicable after a Stock Acquisition Date, thereafter give to the Rights Agent and each holder of a Right Rights Certificate, in accordance with Section 26, 26 hereof, a notice that describes of the transaction in occurrence of the event, which notice shall specify the a Person became an Acquiring Person event and the consequences of the transaction event to holders of Rights under Section 11.1.2. 11.1.2 hereof. View More Arrow
Found in Healthcare Trust, Inc. contract
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Notice of Certain Events. A Stockholder shall notify Parent promptly of (a) any fact, event or circumstance that would cause, or reasonably be expected to cause or constitute, a breach in any material respect of the representations and warranties of such Stockholder under this Agreement and (b) the receipt by such Stockholder of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with this Agreement; provided, however, that the delivery of any not...ice pursuant to this Section 11 shall not limit or otherwise affect the remedies available to any party. View More Arrow
Found in Independence Realty Trust, Inc. contract
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Notice of Certain Events. A The Company Stockholder shall notify Parent in writing promptly of (a) any fact, event or circumstance that would cause, or reasonably be expected to cause or constitute, a breach in any material respect of the representations and warranties of such the Company Stockholder under this Agreement and (b) the receipt by such the Company Stockholder of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with this Agreement; ...provided, however, that the delivery of any notice pursuant to this Section 11 6 shall not limit or otherwise affect the remedies available to any party. View More Arrow
Found in Midstates Petroleum Company, Inc. contract
Notice of Certain Events. A The Stockholder shall notify Parent in writing promptly of (a) any fact, event or circumstance that would cause, or reasonably be expected to cause or constitute, a breach in any material respect of the representations and warranties of such the Stockholder under this Agreement and or (b) the receipt by such the Stockholder of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with this Agreement; provided, however, th...at the delivery of any notice pursuant to this Section 11 shall not limit or otherwise affect the remedies available to any party. Agreement. View More Arrow
Found in Waste Management Inc. contract
Notice of Certain Events. A Each Stockholder shall notify Parent in writing promptly of (a) any fact, event or circumstance that would cause, or reasonably be expected to cause or constitute, a breach in any material respect of the representations and warranties of such Stockholder under this Agreement and or (b) the receipt by such Stockholder of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with this Agreement; provided, however, that the ...delivery of any notice pursuant to this Section 11 shall not limit or otherwise affect the remedies available to any party. Agreement. View More Arrow
Found in Anixter International Inc. contract
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Notice of Certain Events. If the Company proposes at any time to: (a) declare any dividend or distribution upon the outstanding shares of Common Stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) offer for subscription or sale pro rata to the holders of the outstanding shares of Common Stock any additional shares of any class or series of the Company's stock; and (c) effect any reclassification, exchange, combination, substitution, reorganization or recapitalizati...on of the outstanding shares of the Common Stock, including in connection with a Change of Control transaction; then, in connection with each such event, the Company shall give Holder: (1) at least seven (7) Business Days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of outstanding shares of Common Stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in Sections 13(a) through 13(c) above; and (2) in the case of the matters referred to in Section 13(c) above, at least seven (7) Business Days prior written notice of the date when the same will take place (and specifying the date on which the holders of outstanding shares of Common Stock will be entitled to exchange their shares for the securities or other property deliverable upon the occurrence of such event and such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such event giving rise to the notice). View More Arrow
Found in HyreCar Inc. contract
Notice of Certain Events. If the Company proposes at any time to: (a) declare any dividend or distribution upon the outstanding shares of Common Stock, the Company's capital stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) offer for subscription or sale pro rata to the holders of the outstanding shares of Common Stock any additional shares of any class or series of the Company's stock; and (c) effect any reclassification, exchange, combination, substitution, reo...rganization or recapitalization of the outstanding shares of the Common Stock, including in connection with Company's capital stock; (c) effect a Change of Control transaction; Corporate Transaction or to liquidate, dissolve or wind up; or (d) effect the IPO; then, in connection with each such event, the Company shall give Holder: (1) (i) at least seven (7) Business Days business days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of outstanding shares of Common Stock the Company's capital stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in Sections 13(a) through 13(c) (a) above; and (2) (ii) in the case of the matters referred to in Section 13(c) above, (b) and (c) above at least seven (7) Business Days business days prior written notice of the date when the same will take place (and specifying the date on which the holders of outstanding shares of Common Stock the Company's capital stock will be entitled to exchange their shares for the securities or other property deliverable upon the occurrence of such event and such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such event giving rise to the notice). notice); and (iii) with respect to the IPO, at least seven (7) business days prior written notice of the date on which the Company proposes to file its registration statement in connection therewith. The Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder's accounting or reporting requirements. View More Arrow
Found in RAPID MICRO BIOSYSTEMS, INC. contract
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Notice of Certain Events. In the event of: (a) any taking by the Company of a record of the holders of any class of securities of the Company for the purpose of determining the holders thereof who are entitled to receive any dividends or other distribution, or any right to subscribe for, purchase, or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other rights; (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital s...tock of the Company, or any transfer of all or substantially all of the assets of the Company to any other person, or any consolidation, share exchange, or merger involving the Company; or (c) any voluntary or involuntary dissolution, liquidation, or winding up of the Company, the Company will mail to the Holder(s) of this Warrant, at least 20 days prior to the earliest date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, or right; the amount and character of such dividend, distribution, or right; or the date on which any such reorganization, reclassification, transfer, consolidation, share exchange, merger, dissolution, liquidation, or winding up of the Company will occur and the terms and conditions of such transaction or event. View More Arrow
Found in AMMO, INC. contract
Notice of Certain Events. In the event of: (a) any taking by the Company of a record of the holders of any class of securities of the Company for the purpose of determining the holders thereof who are entitled to receive receive: (i) any dividends or other distribution, or distribution; (ii) any right to subscribe for, purchase, or otherwise acquire any shares of stock of any class or any other securities or property, property; or to receive (iii) any other rights; (b) any capital reorganization of the Company, Company; ...any reclassification or recapitalization of the capital stock of the Company, or Company; any transfer of all or substantially all of the assets of the Company to any other person, person; or any consolidation, share exchange, or merger involving the Company; or 3 (c) any voluntary or involuntary dissolution, liquidation, or winding up of the Company, the Company will mail to the Holder(s) of this Warrant, Holder, at least 20 days prior to before the earliest date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, or right; the amount and character of such the dividend, distribution, or right; or the date on which any such reorganization, reclassification, transfer, consolidation, share exchange, merger, dissolution, liquidation, or winding up of the Company will occur occur; and the terms and conditions of such the transaction or event. View More Arrow
Found in CANNASYS INC contract
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Notice of Certain Events. Whenever the Exercise Price or number of shares purchasable hereunder shall be adjusted pursuant to Section 13 hereof and if so requested by Holder, the Company shall issue a certificate signed by its Chief Financial Officer, or other similar officer, setting forth in reasonable detail the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated and the Exercise Price and number of shares purchasable hereunder after giving effect to such ad...justment and shall cause a copy of such certificate to be mailed (by first class mail, postage prepaid) to the Holder of this Warrant. View More Arrow
Found in GX Acquisition Corp. contract
Notice of Certain Events. Whenever the Exercise Warrant Price or the number of shares Shares purchasable hereunder shall be adjusted pursuant to Section 13 hereof and if so requested by Holder, 2 hereof, the Company shall issue make a certificate signed by its Chief Financial Officer, or other similar officer, chief financial officer setting forth forth, in reasonable detail detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated calculated, and the Exe...rcise Warrant Price and the number of shares Shares purchasable hereunder after giving effect to such adjustment adjustment, and shall cause a copy copies of such certificate to be mailed (by first class mail, postage prepaid) to the Holder holder of this Warrant. Warrant at such holder's last known address. View More Arrow
Found in PURE BIOSCIENCE, INC. contract
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