Notices Contract Clauses (104,236)

Notices. Every notice relating to this Award Agreement shall be in writing and if given by mail shall be given by registered or certified mail with return receipt requested. All notices to the Corporation shall be delivered to the Secretary of the Corporation at the Corporation's headquarters or addressed to the Secretary of the Corporation at the Corporation's headquarters. All notices by the Corporation to the Grantee shall be delivered to the Grantee personally or addressed to the Grantee at the... Grantee's last residence address as then contained in the records of the Corporation or such other address as the Grantee may designate. Either party by notice to the other may designate a different address to which notices shall be addressed. Any notice given by the Corporation to the Grantee at the Grantee's last designated address shall be effective to bind any other person who shall acquire rights hereunder. 2 11. Limitation on Obligations. The Corporation's obligation with respect to the Restricted Stock Units granted hereunder is limited solely to the delivery to the Grantee of Common Stock on the date when such shares are due to be delivered hereunder, and in no way shall the Corporation become obligated to pay cash in respect of such obligation. This Award Agreement shall not be secured by any specific assets of the Corporation or any of its Subsidiaries, nor shall any assets of the Corporation or any of its Subsidiaries be designated as attributable or allocated to the satisfaction of the Corporation's obligations under this Award Agreement. In addition, the Corporation shall not be liable to the Grantee for damages relating to any delays in issuing the stock certificates to the Grantee (or Grantee's designated entities), any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. View More

Notices. Every notice relating to this Award Agreement shall be in writing and if given by mail shall be given by registered or certified mail with return receipt requested. All notices to the Corporation shall be delivered to the Secretary of the Corporation at the Corporation's headquarters in Troy, Michigan, or addressed to the Secretary of the Corporation at the Corporation's headquarters. 525 E. Big Beaver Road, Suite 300, Troy, MI 48083. All notices by the Corporation to the Grantee shall be... delivered to the Grantee personally or addressed to the Grantee at the Grantee's last residence address as then contained in the records of the Corporation or such other address as the Grantee may designate. Either party by notice to the other may designate a different address to which notices shall be addressed. Any notice given by the Corporation to the Grantee at the Grantee's last designated address shall be effective to bind any other person who shall acquire rights hereunder. View More

Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Manager, will be mailed, delivered or telefaxed to Credit Agricole JMP Securities (USA) Inc. LLC Attention: Peter Ruel Equity Securities (fax no. : (212) 261-2516 (415) 835-8920 and confirmed to Credit Agricole JMP Securities (USA) Inc. LLC at 1301 Avenue of the Americas, New York, New York 10019, 600 Montgomery Street, 28 Suite 1100, San Francisco, California 94111, Attention: Peter Ruel, Equity... Securities, with a copy to DLA Piper LLP (US), Attention: Kerry E. Johnson (fax no. : (917) 778-8698) and confirmed to DLA Piper LLP (US) at 1251 Avenue of the Americas, 27th Floor, New York, New York 10020, Attention: Kerry E. Johnson; or, if sent to the Company, will be mailed, delivered or telefaxed to LTC Properties, Inc., Attention: Wendy Simpson (fax no. : (805) 981-3616) and confirmed to LTC Properties, Inc. at 2829 Townsgate Road, Suite 350, Westlake Village, California 91361, Attention: Wendy L. Simpson, with a copy to Reed Smith LLP, Attention: Herbert F. Kozlov (fax no. : (212) 521-5450) and confirmed to Reed Smith LLP at 599 Lexington Avenue, New York, New York 10022, Attention: Herbert F. Kozlov. View More

Notices. All payments and any notice required or permitted to be served hereunder shall be in writing and shall be delivered personally, or by express, overnight or courier service, by regular or certified mail, or by facsimile transmission (with a confirming copy sent by mail, registered or certified, return receipt requested) addressed as follows, or to such other address as any party hereto may for itself designate by written notice in accordance herewith: To Borrower; NuLife Sciences Inc. 1031 Calle... Recodo Suite B San Clemente, CA 92673 Tel: 949.973.0684 Email: info@nulifesciences.us With a copy by email only to (which copy shall not constitute notice): Fred G. Luke Phone: Email: To Holder: Nicholas Halsey Equity Trust Company as custodian fbo Gideon Bernstein IRA Phone: Email: Notice shall be deemed properly given on the date received or postmarked, whichever is earlier. View More

Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: (a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or... such other address as Indemnitee shall provide in writing to the Company. (b) If to the Company, to: FinTech Insurance Acquisition Corp. IV 2929 Arch Street, Suite 1703 Philadelphia, PA 19104-2870 Attn: James J. McEntee, III President With a copy, which shall not constitute notice, to each of the following: Ledgewood PC 2001 Market Street, Suite 3400 Philadelphia, Pennsylvania 19103 Attn: Mark Rosenstein or to any other address as may have been furnished to Indemnitee in writing by the Company. View More

Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: (a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or... such other address as Indemnitee shall provide in writing to the Company. (b) If to the Company, to: FinTech INSU Acquisition Corp. IV II 2929 Arch Street, Suite 1703 Philadelphia, PA 19104-2870 Attn: James J. McEntee, III President With a copy, which shall not constitute notice, to each of the following: Ledgewood PC 2001 Market Street, Suite 3400 Philadelphia, Pennsylvania 19103 Attn: Mark Rosenstein or to any other address as may have been furnished to Indemnitee in writing by the Company. View More

Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: (a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or... such other address as Indemnitee shall provide in writing to the Company. (b) If to the Company, to: FinTech INSU Acquisition Corp. IV III 2929 Arch Street, Suite 1703 Philadelphia, PA 19104-2870 Attn: James J. McEntee, III President Amanda Abrams With a copy, which shall not constitute notice, to each of the following: Ledgewood PC 2001 Market Street, Suite 3400 Philadelphia, Pennsylvania 19103 Attn: Mark Rosenstein or to any other address as may have been furnished to Indemnitee in writing by the Company. View More

Notices. All notices required to be delivered under this Agreement shall be in writing and shall be effective when delivered personally on the day delivered, by facsimile on receipt confirmation, by email on date sent, followed by delivery of an original, or when given by registered or certified mail, postage prepaid, return receipt requested, on the second business day following the day on which it is so mailed, addressed as follows (or to such other address as the party entitled to notice shall... hereafter designate in accordance with the terms hereof): 22 if to the Trading Company: Morgan Stanley Managed Futures Chesapeake Kaiser I, LLC c/o Demeter Management Corporation Managed Futures Department 330 Madison Avenue, 8th Floor New York, NY 10017 Attn: Walter Davis Facsimile: 212-907-2750 Email: Jeremy.Beal@morganstanley.com if to the Trading Manager: Demeter Management Corporation Managed Futures Department 330 Madison Avenue, 8th Floor New York, NY 10017 Attn: Walter Davis Facsimile: 212-907-2750 Email: Jeremy.Beal@morganstanley.com With a copy to: Alston & Bird LLP 90 Park Avenue New York, NY 10016 Attn: Timothy P. Selby Facsimile: (212) 210-9444 Email: timothy.selby@alston.com if to the Trading Advisor: Chesapeake Capital Corporation 500 Forest Avenue Richmond Virginia 23229 Kaiser Trading Group Pty. Ltd. Level 7, 417 St. Kilda Road Melbourne Victoria 3004 Australia Attn: John M. Hoade Facsimile: Email Karl O'Shaughnessy Facsimile:+613 9866 9302 Email: karl@kaisertrading.com 22. Continuing Nature of Representations Warranties and Covenants: Survival. 17 All representations, warranties and covenants contained in this Agreement shall be continuing during the term of this Agreement and the provisions of this Agreement shall survive the termination of this Agreement with respect to any matter arising while this Agreement was in effect. Each party hereby agrees that as of the date of this Agreement it is, and during its term shall be, in compliance with its representations, warranties and covenants herein contained. In addition, if at any time any event occurs which would make any of such representations, warranties or covenants not true, the affected party will use its best efforts to promptly notify the other parties of such fact. 23 23. Third-Party Beneficiaries. Except for each of the Members who shall be a third-party beneficiary of the applicable provisions of this Agreement, this Agreement is not intended and shall not convey any rights to a party to this Agreement. View More

Notices. All notices required to be delivered under this Agreement shall be in writing and shall be effective when delivered personally on the day delivered, by facsimile on receipt confirmation, by email on date sent, followed by delivery of an original, or when given by registered or certified mail, postage prepaid, return receipt requested, on the second business day following the day on which it is so mailed, addressed as follows (or to such other address as the party entitled to notice shall... hereafter designate in accordance with the terms hereof): 22 25 if to the Trading Company: Morgan Stanley Managed Futures Chesapeake Aspect I, LLC c/o Demeter Management Corporation Managed Futures Department 330 Madison Avenue, 8th Floor New York, NY 10017 Attn: Walter Davis Facsimile: 212-907-2750 Email: Jeremy.Beal@morganstanley.com if to the Trading Manager: Demeter Management Corporation Managed Futures Department 330 Madison Avenue, 8th Floor New York, NY 10017 Attn: Walter Davis Facsimile: 212-907-2750 Email: Jeremy.Beal@morganstanley.com With a copy to: Alston & Bird LLP 90 Park Avenue New York, NY 10016 Attn: Timothy P. Selby Facsimile: (212) 210-9444 Email: timothy.selby@alston.com if to the Trading Advisor: Chesapeake Aspect Capital Corporation 500 Forest Avenue Richmond Virginia 23229 Limited Nations House 103 Wigmore Street London, WIU 1QS England Attn: John M. Hoade Legal Department Facsimile: Email 22. +44 (20) 7170-9680 Email: legal@aspectcapital.com 23. Continuing Nature of Representations Warranties and Covenants: Survival. All representations, warranties and covenants contained in this Agreement shall be continuing during the term of this Agreement and the provisions of this Agreement shall survive the termination of this Agreement with respect to any matter arising while this Agreement was in effect. Each party hereby agrees that as of the date of this Agreement it is, and during its term shall be, in compliance with its representations, warranties and covenants herein contained. In addition, if at any time any event occurs which would make any of such representations, warranties or covenants not true, the affected party will use its best efforts to promptly notify the other parties of such fact. 23 23. Third-Party Beneficiaries. Except for each of the Members who shall be a third-party beneficiary of the applicable provisions of this Agreement, this Agreement is not intended and shall not convey any rights to a party to this Agreement. View More

Notices. All notices required to be delivered under this Agreement shall be in writing and shall be effective when delivered personally on the day delivered, by facsimile on receipt confirmation, by email on date sent, followed by delivery of an original, or when given by registered or certified mail, postage prepaid, return receipt requested, on the second business day following the day on which it is so mailed, addressed as follows (or to such other address as the party entitled to notice shall... hereafter designate in accordance with the terms hereof): 22 if to the Trading Company: Morgan Stanley Managed Futures Chesapeake Kaiser I, LLC c/o Demeter Management Corporation Managed Futures Department 330 Madison Avenue, 8th Floor New York, NY 10017 Attn: Walter Davis Facsimile: 212-907-2750 Email: Jeremy.Beal@morganstanley.com if to the Trading Manager: Demeter Management Corporation Managed Futures Department 330 Madison Avenue, 8th Floor New York, NY 10017 Attn: Walter Davis Facsimile: 212-907-2750 Email: Jeremy.Beal@morganstanley.com With a copy to: Alston & Bird LLP 90 Park Avenue New York, NY 10016 Attn: Timothy P. Selby Facsimile: (212) 210-9444 Email: timothy.selby@alston.com if to the Trading Advisor: Chesapeake Capital Corporation 500 Forest Avenue Richmond Virginia 23229 Kaiser Trading Group Pty. Ltd. Level 7, 417 St. Kilda Road Melbourne Victoria 3004 Australia Attn: John M. Hoade Facsimile: Email Karl O'Shaughnessy Facsimile:+613 9866 9302 Email: karl@kaisertrading.com 22. Continuing Nature of Representations Warranties and Covenants: Survival. All representations, warranties and covenants contained in this Agreement shall be continuing during the term of this Agreement and the provisions of this Agreement shall survive the termination of this Agreement with respect to any matter arising while this Agreement was in effect. Each party hereby agrees that as of the date of this Agreement it is, and during its term shall be, in compliance with its representations, warranties and covenants herein contained. In addition, if at any time any event occurs which would make any of such representations, warranties or covenants not true, the affected party will use its best efforts to promptly notify the other parties of such fact. 23 23. Third-Party Beneficiaries. Except for each of the Members who shall be a third-party beneficiary of the applicable provisions of this Agreement, this Agreement is not intended and shall not convey any rights to a party to this Agreement. View More

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 in writing and shall be sufficiently given or made if, in writing, and when if sent by overnight delivery service or first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows: Ashford American Finance Trust, Inc. 14185 Dallas Parkway Suite 1100, Dallas, Texas 75254 650 Fifth... Avenue – 30th Floor New York, NY 10019 Attention: General Counsel Legal Department Copy to: Cadwalader, Wickersham & Taft Proskauer Rose LLP 200 Liberty Street New York, New York 10281 Attention: Richard M. Brand 70 West Madison #3800 Chicago, Illinois 60602 Attn: Michael J. Choate, Esq. 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 if in writing and shall be deemed given upon receipt and shall be sufficiently given or made if sent by overnight delivery service or registered or certified mail addressed (until another address is filed in writing with the Company) as follows: Computershare Trust Company, N.A. 250 150 Royall Street Canton, MA Massachusetts 02021 Attention: Client Services Legal Department Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the a holder of any Right Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such the holder at the address of such the holder as shown on the registry books of the Company. -30- 27. Supplements and Amendments. The Company may from time to time, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates in order to cure any ambiguity, to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any change to or delete any provision hereof or to adopt any other provisions with respect to the Rights which the Company may deem necessary or desirable; provided, however, that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended or supplemented in any manner which would adversely affect the interests of the holders of Rights (other than an Acquiring Person and its Affiliates and Associates). Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes becoming an Acquiring Person amend this Agreement to lower the thresholds set forth in Section 1(a) and 3(a) hereof 1.1 to not less than 5% 4.0% (the "Reduced Threshold"); Reduced Threshold); provided, however, further, that no Person who, at the time of the amendment setting a Reduced Threshold, beneficially owns Beneficially Owns a number of shares of Class A Common Shares Stock equal to or greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its beneficial ownership Beneficial Ownership of the then outstanding shares of Class A Common Shares Stock (other than as a result of an acquisition of shares of Class A Common Shares Stock by the Company) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest beneficial ownership Beneficial Ownership of such Person as a percentage of the outstanding shares of Class A Common Shares Stock as of any date on or after the date of the public announcement of such Reduced Threshold plus (ii) .001%. Any supplement or amendment authorized by this Section 27 will be evidenced by a writing signed by the Company and the Rights Agent. Upon the delivery of a certificate from an Authorized Officer which the chief executive officer or chief financial officer that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, an authorized signatory of the Rights Agent shall execute such supplement or amendment. Notwithstanding amendment; provided, however, that notwithstanding anything in this Agreement to the contrary, no supplement, modification or amendment will be effective without the execution of such supplement or amendment by the Rights Agent and the Rights Agent shall not be required have no duty to execute any supplement such supplement, amendment or amendment modification to this Agreement that it has determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. No supplement or amendment to 37 28.Successors. All the covenants and provisions of this Agreement shall be effective unless duly executed by or for the benefit of the Company or the Rights Agent. Agent shall bind and inure to the benefit of their respective successors and assigns hereunder. View More

Notices. (a) 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 will be sufficiently given or made if, if sent in writing, and when sent writing by overnight delivery service or first-class mail, postage prepaid, or overnight delivery service, addressed (until another address is filed in writing with the Rights Agent) as follows: Ashford P10, Inc. 14185 Dallas Parkway 4514 Cole Avenue, Suite 1100, 1600 Dallas, Texas 75254 75205 Attention: General Counsel Copy to: Cadwalader, Wickersham & Taft Corporate Secretary with a copy to (which copy shall not constitute notice): Olshan Frome Wolosky LLP 200 Liberty Street 1325 Avenue of the Americas New York, New York 10281 NY 10019 Attention: Richard M. Brand Adam W. Finerman, Esq. (b) Subject to the provisions of Section 21, 21 hereof, 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 if in writing and upon receipt and shall will be sufficiently given or made if sent in writing by first-class mail, postage prepaid, or overnight delivery service or registered or certified mail service, addressed (until another address is filed in writing with the Company) as follows: Computershare American Stock Transfer & Trust Company, N.A. 250 Royall Street Canton, MA 02021 LLC 6201 15th Avenue Brooklyn, New York 11219 Attention: Client Services Stock Transfer Administration With a copy to (which copy shall not constitute notice): American Stock Transfer & Trust Company, LLC 48 Wall Street, 22nd Floor New York, New York 10005 Attention: Legal Department (c) 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 (or, if prior to the Distribution Date, to the holder of any Common Shares) will be sufficiently given or made if sent in writing by first-class mail, postage prepaid, or overnight delivery service, addressed to such holder at the address of such holder as shown on the registry books of the Company. -30- 35 27. Supplements and Amendments. The Prior to the time at which any Person becomes an Acquiring Person, and subject to the penultimate sentence of this Section 27, the Company may from time to time, may, in its sole and absolute discretion, and the Rights Agent shall will if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights or Common Shares. At any time, and subject to the penultimate sentence of this Section 27, the Company may, and the Rights Agent will if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates the Rights or Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to make supplement or amend the provisions hereunder in any change to or delete any provision hereof or to adopt any other provisions with respect to the Rights manner which the Company may deem necessary or desirable; provided, however, that, from and after such the time as any Person becomes an Acquiring Person, this Agreement no such supplement or amendment shall not be amended or supplemented in any manner which would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and its Affiliates and Associates). no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable other than in accordance with the terms of this Section 27. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such voting powers for the Company Rights and such procedures for the exercise thereof, if any, as the Board may at any time prior determine to such time as any Person becomes an Acquiring Person amend be appropriate. Notwithstanding anything in this Agreement to lower the thresholds set forth in Section 1(a) and 3(a) hereof contrary, any supplement or amendment to not less than 5% (the "Reduced Threshold"); provided, however, that no Person who, at the time of the amendment setting this Agreement shall be evidenced by a Reduced Threshold, beneficially owns a number of Common Shares equal to or greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its beneficial ownership of the then outstanding Common Shares (other than as a result of an acquisition of Common Shares writing signed by the Company) to an amount equal to or greater than Company and the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold plus (ii) .001%. Rights Agent. Upon the delivery of a certificate from an Authorized Officer appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment. amendment; provided, however, that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment may be made which decreases the stated Redemption Price to an amount less than $0.001 per Right. Notwithstanding anything in this Agreement to the contrary, the Rights Agent limitations on the ability of the Board to amend this Agreement set forth in this Section 27 shall not be required affect the power or ability of the Board to execute take any supplement other action that is consistent with its fiduciary duties under applicable Delaware law, including, without limitation, accelerating or extending the Expiration Date or making any other amendment to this Agreement that it has determined would adversely affect is permitted by this Section 27 or adopting a new stockholder rights agreement with such terms as the Board determines in its own rights, duties, obligations or immunities under this Agreement. No supplement or amendment sole discretion to this Agreement shall be effective unless duly executed by the Rights Agent. appropriate. View More

Notices. (a) 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 will be sufficiently given or made if, if sent in writing, and when sent writing by overnight delivery service or first-class mail, postage prepaid, or overnight delivery service, addressed (until another address is filed in writing with the Rights Agent) as follows: Ashford Hudson Global, Inc. 14185 Dallas Parkway Suite 1100, Dallas,... Texas 75254 Attention: General Counsel Copy to: Cadwalader, Wickersham & Taft LLP 200 Liberty Street 1325 Avenue of the Americas New York, New York 10281 10019 Attention: Richard M. Brand Corporate Secretary (b) Subject to the provisions of Section 21, 21 hereof, 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 if in writing and upon receipt and shall will be sufficiently given or made if sent in writing by first-class mail, postage prepaid, or overnight delivery service or registered or certified mail service, addressed (until another address is filed in writing with the Company) as follows: Computershare Trust Company, N.A. 250 Royall Street Canton, MA Massachusetts 02021 Attention: Client Services (c) 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 (or, if prior to the Distribution Date, to the holder of any Common Shares) will be sufficiently given or made if sent in writing 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. -30- 35 27. Supplements and Amendments. The Prior to the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to the penultimate sentence of this Section 27, the Company may from time to time, may, in its sole and absolute discretion, and the Rights Agent shall will if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights or Common Shares. From and after the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to the penultimate sentence of this Section 27, the Company may, and the Rights Agent will if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates the Rights or Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to make supplement or amend the provisions hereunder in any change to or delete any provision hereof or to adopt any other provisions with respect to the Rights manner which the Company may deem necessary or desirable; provided, however, that, from and after that no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be amended or supplemented in any manner which would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and its Affiliates and Associates). no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable other than in accordance with the terms of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such voting powers for the Company Rights and such procedures for the exercise thereof, if any, as the Board may at any time prior determine to such time as any Person becomes an Acquiring Person amend be appropriate. Notwithstanding anything in this Agreement to lower the thresholds set forth in Section 1(a) and 3(a) hereof contrary, any supplement or amendment to not less than 5% (the "Reduced Threshold"); provided, however, that no Person who, at the time of the amendment setting this Agreement shall be evidenced by a Reduced Threshold, beneficially owns a number of Common Shares equal to or greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its beneficial ownership of the then outstanding Common Shares (other than as a result of an acquisition of Common Shares writing signed by the Company) to an amount equal to or greater than Company and the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold plus (ii) .001%. Rights Agent. Upon the delivery of a certificate from an Authorized Officer appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment. amendment; provided, however, that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment may be made which decreases the stated Redemption Price to an amount less than $0.001 per Right. Notwithstanding anything in this Agreement to the contrary, the Rights Agent limitations on the ability of the Board to amend this Agreement set forth in this Section 27 shall not be required affect the power or ability of the Board to execute take any supplement other action that is consistent with its fiduciary duties under applicable Delaware law, including, without limitation, accelerating or extending the Expiration Date or making any other amendment to this Agreement that it has determined would adversely affect is permitted by this Section 27 or adopting a new stockholder rights agreement with such terms as the Board determines in its own rights, duties, obligations or immunities under this Agreement. No supplement or amendment sole discretion to this Agreement shall be effective unless duly executed by the Rights Agent. appropriate. View More

Notices. Except as otherwise expressly provided, any notice, request, demand or other communication permitted or required to be given under this Agreement shall be in writing, shall be deemed conclusively to have been given: (a) upon receipt, when delivered personally; (b) upon receipt when sent by facsimile or email delivery of a ".pdf" format data file (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party; (c) on the third business day... following the day timely deposited with Federal Express (or other equivalent international courier), with the cost of delivery prepaid or for the account of the sender; (b) (d) on the seventh business day following the day duly sent by certified or registered mail, postage prepaid; or (c) (e) when otherwise actually received by the addressee on a business day (or on the next business day if received after the close of normal business hours or on any non-business day). View More

Notices. Except as otherwise expressly provided, any notice, request, demand or other communication permitted or required to be given under this Agreement shall be in writing, shall be deemed conclusively to have been given: (a) on the third first business day following the day timely deposited with Federal Express (or other equivalent international courier), national overnight courier) or United States Express Mail, with the cost of delivery prepaid or for the account of the sender; (b) on the seventh fifth business day following the day duly sent by certified or registered United States mail, postage prepaid; prepaid and return receipt requested; or (c) when otherwise actually received by the addressee on a business day (or on the next business day if received after the close of normal business hours or on any non-business day). View More

Notices. Except as otherwise expressly provided, any notice, request, demand or other communication permitted or required to be given under this Agreement shall be in writing, shall be sent by one of the following means to Employee at his address set forth on the signature page of this Agreement and to the Company at 555 Maryville University Drive, Suite 600, St. Louis, MO 63141, Attention: Chief Executive Officer (or to such other address as shall be designated hereunder by notice to the other parties... and persons receiving copies, effective upon actual receipt), and shall be deemed conclusively to have been given: (a) on the third first business day following the day timely deposited with Federal Express (or other equivalent international courier), national overnight courier) or United States Express Mail, with the cost of delivery prepaid or for the account of the sender; (b) on the seventh fifth business day following the day duly sent by certified or registered United States mail, postage prepaid; prepaid and return receipt requested; or (c) when otherwise actually received by the addressee on a business day (or on the next business day if received after the close of normal business hours or on any non-business day). View More

Notices. Any notice, request or other document required or permitted to be given or delivered to the Warrant Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Loan Agreement.

Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder Investor by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Consulting Agreement.

Notices. For the purposes of this Agreement, notices, demands, and all other forms of communication provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or (unless otherwise specified) mailed by registered mail, return receipt requested, postage prepaid, or by confirmed facsimile, addressed as set forth below, or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of address... shall be effective only upon receipt, as follows: If to the Company: Horizon Therapeutics plc Horizon Therapeutics USA, Pharma, Inc. 1 Horizon Way Deerfield, 150 S. Saunders Road, Lake Forest, IL 60015 60045 Attention: Timothy P. Walbert, Chairman, President & CEO Fax: 847 ###-###-#### If to the Executive: Elizabeth H. Z. Thompson 13 Geoff Curtis Any such written notice shall be deemed given on the earlier of the date on which such notice is personally delivered or five (5) days after its deposit in the United States mail as specified above. Either Party party may change its address for notices by giving written notice to the other Party party in the manner specified in this section. View More

Notices. Any and all notices, requests or other communications hereunder shall be given in writing and delivered by: 1) regular, overnight, registered or certified mail (return receipt requested), with first class postage prepaid; 2) hand delivery; 3) facsimile transmission; or 4) overnight courier service, if to the Guarantor, at the following address or facsimile number for the Guarantor: ETP Retail Holdings, ETC M-A Acquisition LLC 3738 Oak Lawn Avenue 8111 Westchester Drive, Suite 600 Dallas, Texas ... class="diff-color-red">75219 75225 Attention: General Counsel Chief Financial Officer Facsimile Number: (214) 981-0701 6 If to the Sunoco Issuers, at the following address or facsimile number: Sunoco LP 555 East Airtex Drive Houston, Texas 77073 c/o Sunoco GP LLC 3801 Westchester Pike Newtown Square, Pennsylvania 19073 Attention: Associate General Counsel Facsimile Number: (361) 693-3725 (866) 673-0590 or at such other address or number as shall be designated by the Guarantor or Sunoco LP in a notice to the other Party to this Guarantee. All such communications shall be deemed to have been duly given: (A) in the case of a notice sent by regular mail, on the date actually received by the addressee; (B) in the case of a notice sent by registered or certified mail, on the date receipted for (or refused) on the return receipt; (C) in the case of a notice delivered by hand, when personally delivered; (D) in the case of a notice sent by facsimile, upon transmission subject to telephone confirmation of receipt; and (E) in the case of a notice sent by overnight mail or overnight courier service, the date delivered at the designated address, in each case given or addressed as aforesaid. View More

Found in Sunoco LP contract