Notice of Certain Actions Sample Clauses
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Notice of Certain Actions. The Company will not, without the prior written consent of the Agent, unless it gives the Agent at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreements, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of ...
Notice of Certain Actions. If at any time the Company proposes:
(a) To declare any dividend, whether payable in cash or in stock or other property, upon its Common Stock or upon any other class of its securities purchasable upon exercise of this Warrant, or to make any other special dividend or distribution to the holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant;
(b) To offer for subscription prorata to the holders of its Common Stock or to the holders of any other class of its securities purchasable upon exercise of this Warrant any additional shares of stock of any class or any other rights;
(c) To engage in any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger involving the Company, or any sale of all or substantially all of the Company’s assets in any one transaction or series of related transaction; or
(d) To engage in a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in each of such cases, the Company shall give written notice to the registered Holder in accordance with Section 19 hereof, specifying, as the case may be, (i) in the case of a proposed dividend, distribution, subscription or other right, the date on which the books of the Company shall close or a record shall be taken for the purpose thereof, the amount, character and terms thereof, and the date on which it is proposed that the dividend, distribution, subscription or other right will be distributed, and (ii) in case of a proposed reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, the date (if any) on which the books of the Company shall close or a record shall be taken for the purpose of the proposed event, the character and terms of the proposed event, the effective date on which such proposed event is to take place, and the date on which the holders of the applicable class of securities of the Company shall be entitled to exchange their shares for securities or other property deliverable upon such event. Such notice shall be given at least twenty (20) days prior to the record date or proposed effective date, whichever is earlier, for the event specified in the notice, and the registered Holder shall use its best efforts to respond to such notice as promptly as reasonably possible after the receipt thereof.
Notice of Certain Actions. The Borrower will give the Trustee immediate notice (i) if at any time there is entered against the Borrower any order, decree, determination or instruction issued on the authority of any rule, regulation or proceeding of any governmental commission, bureau or other administrative agency or self-regulatory organization, including the SEC and the NYSE, which could have a material adverse effect on the ability of the Borrower to perform its obligations under this Agreement or to carry on its business as conducted at the date of this Agreement or which would prohibit expansion or require reduction of the business of the Borrower as conducted at the date of this Agreement or which might adversely affect the borrowing of securities by the Borrower, (ii) if at any time any litigation, arbitration or similar proceeding against or affecting the Borrower is commenced which could have a material adverse effect on the ability of the Borrower to perform its obligations under this Agreement or to carry on its business as conducted at the date of this Agreement or which would prohibit expansion or require reduction of the business of the Borrower as conducted at the date of this Agreement or which might adversely affect the borrowing of securities by the Borrower, (iii) if at any time there is commenced any investigation or proceeding which may result in the expulsion of the Borrower from any stock exchange, including the NYSE, or from the National Association of Securities Dealers, Inc., or from any self-regulatory organization, or a suspension of the Borrower's power under Federal or state law to transact business as a broker or dealer in securities or if the Borrower is so expelled or suspended, (iv) if at any time any communication is received by the Borrower from the SEC or any stock exchange, including the NYSE, constituting a warning to the Borrower of the violation, or threatened violation, of any rule of the SEC or of such exchange a failure to comply with which could have a material adverse effect on the ability of the Borrower to perform its obligations under this Agreement or to carry on its business as conducted at the date of this Agreement or result in a prohibition on expansion or a requirement for reduction of the business of the Borrower as conducted at the date of this Agreement or adversely affect the borrowing of securities by the Borrower, (v) if at any time the Borrower shall receive information that the Borrower is under special surveillance by a...
Notice of Certain Actions. The Company will not, without the prior written consent of the Agent, unless it gives the Agent at least five business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by the Agent.
Notice of Certain Actions. Without limiting any provision of the Purchase Agreement or contained herein, in case at any time:
(i) the Company shall offer for subscription pro rata to the holders of its shares of Senior Preferred Stock any additional shares of stock of any class or other rights;
(ii) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all its assets to, another corporation; or
(iii) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more of said cases, the Company shall give written notice to the holder hereof, of the date on which (A) the books of the Company shall close or a record shall be taken for such transaction or (B) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of shares of Senior Preferred Stock of record shall participate in such transaction or shall be entitled to exchange their shares of Senior Preferred Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such written notice shall be given at least 30 days prior to the action in question and not less than 30 days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.
Notice of Certain Actions. During each period commencing on the date on which the Company provides sales instructions to an Agent and ending after the close of business on the Settlement Date for the related transaction, the Company will not, without giving the Agents and the Forward Purchasers at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion or exchange of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (E) any Confirmation Shares issued and sold pursuant to any Confirmation. Upon receipt of any written notice contemplated above, an Agent or Forward Purchaser may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent or Forward Purchaser.
Notice of Certain Actions. 10 Section 3.8
Notice of Certain Actions. Borrower shall furnish to Lender, as promptly as reasonably practicable after obtaining knowledge thereof, notice of (i) any Event of Default or event that with the giving of notice or lapse of time or both would constitute an Event of Default, (ii) any Additional Termination Event, (iii) any matter which has resulted or would reasonably be expected to result in a Material Adverse Effect, (iv) any investigation by a Governmental Authority or any litigation commenced or threatened against Borrower where Borrower is specifically named in such investigation or litigation, (v) any lien or “adverse claim” (within the meaning of Section 8-502 of the UCC) made or asserted against any Collateral or (vi) any change or event which could result in Borrower no longer qualifying as an “Eligible Contract Participant”.
Notice of Certain Actions. In the event that this corporation shall propose at any time:
(a) to declare any dividend or distribution upon any class or series of its stock, whether in cash, property, stock or other securities, whether or not a regular cash dividend and whether or not out of earnings or earned surplus;
(b) to offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights;
(c) to effect any reclassification or recapitalization of its Common Stock outstanding involving a change in the Common Stock; or
(d) to merge or consolidate with or into any other corporation, or sell, lease or convey all or substantially all its assets or property, or to liquidate, dissolve or wind up, whether voluntary or involuntary;
(e) to amend or repeal any provision of, or add any provision to, the Company's Certificate of Incorporation or Bylaws if such action would alter or change the preferences, rights, privileges or powers of, or the restrictions provided for the benefit of, Series C Preferred or increase or decrease the number of shares of the Series C Preferred authorized;
(f) to authorize or issue shares of any class or series of stock having any preference or priority as to dividends or assets superior to or on a parity with any such preference or priority of the Series C Preferred, or authorize or issue any bonds, debentures, notes or other obligations convertible into or exchangeable for, or having preferences or priority as to dividends or assets superior to or on a parity with any such performance or priority of the Series C Preferred;
(g) to reclassify any Common Stock or Series C Preferred into shares having any preference or priority as to dividends or assets superior to or on a parity with any such preference or priority of the Series C Preferred; then, in connection with each such event, this Company shall send to the holders of the Warrants:
(1) at least 10 days' prior written notice of the date on which a record shall be taken for such dividend, distribution or subscription rights (and specifying the date on which the holders of Common Stock shall be entitled thereto) or for determining rights to vote in respect of the matters referred to in (a) and (b) above;
(2) in the case of the matters referred to in (c) through (g) above, at least 10 days' prior written notice of the date for the determination of stockholders entitled to vote thereon (and specifying the date on which the holders...
Notice of Certain Actions. Seller, on the one hand, and Buyer, on the other hand, shall promptly notify the other such party or parties of:
(i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions provided for in this Agreement;
(ii) any material notice or other communication from any Governmental Entity in connection with the transactions provided for in this Agreement; and
(iii) any action suit, claim, investigation or proceeding commenced or, to its knowledge, threatened against or otherwise affecting the Company, on the one hand, or Buyer, on the other hand, which relates to the consummation of the transactions provided for in this Agreement.