Closing of Proposed Sale. (i) At the closing of the Proposed Sale, if the applicable Company Interests are certificated, each Tagging Member shall deliver to the Proposed Transferee one or more certificates, properly endorsed for transfer, which represent the Company Interests that such Tagging Member is permitted to dispose of pursuant to this Section 9.1. The consummation of the Proposed Sale shall be subject to the sole discretion of the Selling Members, who shall have no liability or obligation whatsoever to any Tagging Member participating therein except as set forth in this Section 9.1. In connection with the consummation of any such Proposed Sale, each Tagging Member shall transfer to the Proposed Transferee at the closing of such Proposed Sale the Company Interests to be disposed of by any Tagging Members and the Proposed Transferee shall concurrently remit to each Tagging Member that portion of the proceeds of the disposition to which such Tagging Member is entitled by reason of such participation.
Closing of Proposed Sale. (a) Each Tagging Stockholder shall deliver to the Selling Stockholder, as agent for such Tagging Stockholder, for transfer to the Proposed Transferee one or more certificates, properly endorsed for transfer, which represent the shares of Company Capital Stock that such Tagging Stockholder is permitted to dispose of pursuant to this Article III. In connection with the consummation of any such Proposed Sale, the Selling Stockholder (i) shall transfer to the Proposed Transferee at the closing of such Proposed Sale a stock certificate or certificates representing the shares of Company Capital Stock to be disposed of by any Tagging Stockholders and (ii) shall promptly thereafter remit to each Tagging Stockholder (x) that portion of the proceeds of the disposition to which such Tagging Stockholder is entitled by reason of such participation and (y) a stock certificate or certificates representing any balance of shares of Company Capital Stock that were not so disposed of (or all shares of Company Capital Stock, in the event the proposed disposition is not consummated).
Closing of Proposed Sale. (a) Each Tagging Stockholder shall deliver to the Company, as agent for such Tagging Stockholder, for transfer to the Proposed Transferee one or more certificates, properly endorsed for transfer, which represent the Shares that such Tagging Stockholder is permitted to dispose of pursuant to this Article III. In connection with the consummation of any such Proposed Sale, the Company and the Selling Stockholder (i) shall Transfer to the Proposed Transferee at the closing of such Proposed Sale a stock certificate or certificates representing the Shares to be disposed of by any Tagging Stockholders and (ii) shall promptly thereafter remit to each Tagging Stockholder (x) that portion of the proceeds of the disposition to which such Tagging Stockholder is entitled by reason of such participation and (y) a stock certificate or certificates representing any balance of Shares that were not so disposed of (or all Shares, in the event the proposed disposition is not consummated).
Closing of Proposed Sale. (a) Each Tagging Stockholder shall deliver to the Company, as agent for such Tagging Stockholder, for transfer to the Proposed Transferee one or more certificates, properly endorsed for transfer and with all stock transfer taxes paid and stamps affixed, which represent the shares of Company Capital Stock that such Tagging Stockholder is permitted to dispose of pursuant to this Article III. The consummation of such Proposed Sale shall be subject to the sole discretion of the Selling Stockholder, who shall have no liability or obligation whatsoever to any Tagging Stockholder participating therein other than to obtain for such Tagging Stockholder the same Tag-Along Terms as those of the Selling Stockholder. In connection with the consummation of any such Proposed Sale, the Company (i) shall transfer to the Proposed Transferee at the closing of such Proposed Sale a stock certificate or certificates representing the shares of Company Capital Stock to be disposed of by any Tagging Stockholders and (ii) shall promptly thereafter remit to each Tagging Stockholder (x) that portion of the proceeds of the disposition to which such Tagging Stockholder is entitled by reason of such participation (after giving effect to Section 3.01(b) and/or 3.01(c)) and (y) a stock certificate or certificates representing any balance of shares of Company Capital Stock that were not so disposed of (or all shares of Company Capital Stock, in the event the proposed disposition is not consummated). For the avoidance of doubt, the Selling Stockholder may not Transfer any shares of Company Capital Stock to the Proposed Transferee unless the Proposed Transferee shall simultaneously purchase, in accordance with Tag-Along Terms, all of shares of Company Capital Stock to be disposed of by any Tagging Stockholders in accordance with this Article III.
Closing of Proposed Sale. Subject to Section 3.5, the closing date ------------------------ ("Offer Closing Date") for any sale of shares by an Offering Holder and/or Co- ------------------- Sale Holders to a Proposed Purchaser shall be a date no later than the 30th day after delivery of the notice the Company is required to deliver pursuant to the last sentence of Section 3.3(b). If the Proposed Purchaser does not tender on the Offer Closing Date (or does not tender on the same terms and conditions, except as otherwise provided in Section 3.3(a)) to the Offering Holder and the Co-Sale Holders, if applicable, the full purchase price for all of the Shares which the Offering Holder and the Co-Sale Holders are entitled to Transfer of pursuant to this Section 3.3, then the Offering Holder shall not be entitled to Transfer any Shares in such Proposed Sale and shall not Transfer any Shares (including, without limitation, any of the Offered Shares), whether pursuant to the Proposed Sale in question, any other proposed Transfer or otherwise, without again complying with this Section 3.3 (subject in any event to Section 3.1).
