Units to be Sold Sample Clauses

Units to be Sold. Each Drag-Along Member shall sell in the Drag-Along Sale, upon the terms set forth in the Offer, all of the Units of the Company or such applicable Series owned by such Drag-Along Member.
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Units to be Sold. (i) Each Tagging Party shall exercise its right to participate in the Tag-Along Sale by delivering to the Tagged Party a written notice (a “Tag-Along Notice”) stating its election to do so and specifying the number of Voting Units to be sold by it no later than ten (10) days after receipt of the Tag-Along Sale Notice (the “Tag-Along Period”). The offer of each Tagging Party set forth in a Tag-Along Notice shall be irrevocable, and, to the extent such offer is accepted, such Tagging Party shall be bound and obligated to sell in the proposed sale on the terms and conditions set forth in this Section 9.4. Each Tagging Party shall have the right to sell in a sale subject to this Section 9.4 the number of Voting Units equal to the product obtained by multiplying (x) the number of Voting Units held by the Tagging Party by
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Units to be Sold. Subject to paragraph (d), each Drag-along Member shall sell in the Drag-along Sale the number of Units equal to the product obtained by multiplying (i) the number of Units held by such Drag-along Member by (ii) a fraction (x) the numerator of which is equal to the number of Units the Selling Member proposes to sell or transfer in the Drag-along Sale and (y) the denominator of which is equal to the number of Units held by the Selling Member at such time.
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Units to be Sold. (i) Each Tag-along Member shall exercise its right to participate in a sale of Units by the Selling Member subject to this Section 13.4 by delivering to the Selling Member a written notice (a “Tag-along Notice”) stating its election to do so and specifying the number of Units to be sold by it no later than ten (10) Business Days after receipt of the Sale Notice (the “Tag-along Period”). The offer of each Tag-along Member set forth in a Tag-along Notice shall be irrevocable, and, to the extent such offer is accepted, such Tag-along Member shall be bound and obligated to sell in the proposed sale on the terms and conditions set forth in this Section 13.4. Each Tag-along Member shall have the right to sell in a sale subject to this Section 13.4. the number of Units equal to the product obtained by multiplying (x) the number of Units held by the Tag-along Member by (y) a fraction (A) the numerator of which is equal to the number of Units the Selling Member proposes to sell or transfer to the Proposed Transferee and (B) denominator of which is equal to the number of Units then owned by such Selling Member.
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Units to be Sold. Each Tag-along Member shall exercise its right to participate in a sale of Units by the Selling Member subject to this Section 5.5 by delivering to the Selling Member a written notice (a “Tag-along Notice”) stating its election to do so and specifying the number of Units to be sold by it no later than ten (10) Business Days after receipt of the Sale Notice (the “Tag-along Period”). The offer of each Tag-along Member set forth in a Tag-along Notice shall be irrevocable, and, to the extent such offer is accepted, such Tag-along Member shall be bound and obligated to sell in the proposed sale on the terms and conditions set forth in this Section 5.5. Each Tag-along Member shall have the right to sell in a sale subject to this Section 5.5 the number of Units equal to the product obtained by multiplying (x) the number of Units held by the Tag-along Member by (y) a fraction (A) the numerator of which is equal to the number of Units the Selling Member proposes to sell or transfer to the Proposed Transferee and (B) denominator of which is equal to the number of Units then owned by such Selling Member. The Selling Member shall use its reasonable best efforts to include in the proposed sale to the Proposed Transferee all of the Units that the Tag-along Members have requested to have included pursuant to the applicable Tag-along Notices, it being understood that the Proposed Transferee shall not be required to purchase Units in excess of the number set forth in the Sale Notice. In the event the Proposed Transferee elects to purchase less than all of the Units sought to be sold by the Tag-along Members, the number of Units to be sold to the Proposed Transferee by the Selling Member and each Tag-along Member shall be reduced so that each such Member is entitled to sell its pro rata portion (based on the total Class A and Class B Units outstanding) of the number of Units the Proposed Transferee elects to purchase (which in no event may be less than the number of Units set forth in the Sale Notice). Each Tag-along Member who does not deliver a Tag-along Notice in compliance with this paragraph (b) shall be deemed to have waived all of such Tag-along Member’s rights to participate in such sale, and the Selling Member shall (subject to the rights of any participating Tag-along Member) thereafter be free to sell to the Proposed Transferee its Units at a per Unit price that is no greater than the per Unit price set forth in the Sale Notice and on other same terms and conditi...
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Related to Units to be Sold

  • Assets to be Sold Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any encumbrances other than any permitted herein, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (the "Assets"):

  • Assets to be Purchased (a) Subject to and upon the terms and conditions of this Agreement, at the Closing, the Seller shall transfer, convey, assign, deliver, and the Buyer shall receive from the Seller, the following properties, assets and other claims, rights and interests of the Seller:

  • Distributions Other Than Cash, Shares or Rights to Purchase Shares (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution is reasonably practicable.

  • New Purchase Warrants to Be Issued 5.1 Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised pursuant to Section 2.1 hereof, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.

  • Purchase of Warrants by the Company The Company shall have the right, except as limited by law, other agreement or herein, to purchase or otherwise acquire Warrants at such times, in such manner and for such consideration as it may deem appropriate.

  • Delivery of the Common Shares The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters certificates for the Firm Common Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters, certificates for the Optional Common Shares the Underwriters have agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Common Shares shall be in definitive form and registered in such names and denominations as the Representatives shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York City as the Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

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