Notice by Zond Clause Samples

Notice by Zond. Zond may exercise the New Projects Option or all or part of the Existing Projects Option with respect to all of the Shares of one or more Optioned Partners by giving written notice to ToyoWest II in accordance with this Agreement at any time during ▇▇▇ ▇▇▇▇▇▇ Term and by specifying in said written notice the following information: (a) The name, address and description of the Nominee who is to purchase the Shares. (b) The identity of which Optioned Partner's or Optioned Partners' Shares are to be purchased by the Nominee. (c) Which option Zond is exercising, the New Projects Option or all or part of the Existing Projects Option. (d) Evidence that Zond or the Zond Nominee is or will be an owner of a Qualifying Facility (or interest therein), as that term is defined in the Sagebrush Partnership Agreement, including its interest in the Transmission Line, which evidence shall (i) describe the physical location and specify the Nameplate Rating of the Nominee's wind energy or other renewable energy project ("Nominee's Project"), and the type and number of the generating facilities that constitute Nominee's Project, (ii) describe the ownership structure of Nominee's Project, and (iii) include a copy of the Nominee's power purchase contract with SCE, or interconnection facilities agreement with SCE, or other written evidence that SCE will accept the delivery of electricity from Nominee's Project through the Sagebrush Transmission Line. (e) Evidence that Zond or the Zond Nominee will use the Transmission Line solely to deliver to SCE electrical energy generated by Nominee's Project. (f) Evidence that any and all necessary third party consents to the transfer have been obtained or will be obtained in a timely fashion. (g) A certificate duly executed by the Nominee to the effect that the Nominee is familiar with the requirements set forth in Section 12.2 of the Sagebrush Partnership Agreement and has satisfied or is able to satisfy those requirements. (h) A letter in the form of Exhibit B hereto executed by Zond or its Nominee, as the case may be, with respect to certain representations and warranties in connection with the purchase of the Shares. (i) A certificate to the effect that the Zond Nominee has received copies of and is familiar with the terms and conditions of the Sagebrush Partnership Agreement, the Sagebrush Management Agreement and the form of Fee Agreement related thereto, the Development Agreement and the Technical Use Agreement.
View SourceView Similar (3)

Related to Notice by Zond

  • Notice by Company The Company shall promptly notify the Trustee and the Paying Agent of any facts known to the Company that would cause a payment of any Obligations with respect to the Notes to violate this Article 10, but failure to give such notice shall not affect the subordination of the Notes to the Senior Debt as provided in this Article 10.

  • Notice by Tenant Tenant shall give immediate notice to Landlord in case of fire or accidents in the Premises or in the building of which the Premises are a part or of defects therein or in any fixtures or equipment.

  • Notice to Allow Exercise by ▇▇▇▇▇▇ If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

  • Notice to Allow Exercise by H▇▇▇▇▇ If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

  • Termination by Notice Notwithstanding any provision of this Agreement, it may be terminated at any time without penalty, by the Trustees of the Trust or, with respect to any series or class of the Trust's shares, by the vote of the majority of the outstanding voting securities of such series or class, or by MM-LLC, upon thirty days written notice to the other party.