COMEALONG AND TAKEALONG RIGHTS OF MANAGEMENT SHAREHOLDERS Sample Clauses

COMEALONG AND TAKEALONG RIGHTS OF MANAGEMENT SHAREHOLDERS. (a) In the event an Investor proposes to sell, or otherwise dispose of for value, more than twenty-five (25%) percent in value of the Warrants and Warrant Shares owned by such Investor to (1) a third party, or, (2) directly or indirectly, to the Company (for the purposes of this Section 2.6(a), a "Transferee"), other than a transfer by an Investor that is a distribution or partial distribution, without new consideration, of all or any part of the Warrants and Warrant Shares owned by such Investor to the partners of such Investor (for the purposes of this Section 2.6(a), the Warrants and Warrant Shares to be sold are hereinafter referred to as the "Transfer Shares"), such Investor shall require the Transferee, as a condition precedent to the consummation of the sale or disposition of the Transfer Shares of such Investor to the Transferee, to offer to acquire on the same terms as the proposed sale or disposition from each Management Shareholder a number of Shares equal to the product of (i) the number of Shares owned of record by such Management Shareholder MULTIPLIED BY (ii) a fraction, the numerator of which is the number of Transfer Shares such Investor proposes to sell or otherwise dispose of to the Transferee, and the denominator of which is the total number of Shares owned beneficially and of record by such Investor (for the purposes of this Section 2.6(a), such number of Shares is hereinafter referred to as the "Allocation Shares"). For purposes of determining the numerator and denominator of the fraction described in the preceding sentence, the number of Transfer Shares to be sold by such Investor and the number of Shares owned of record or beneficially by such Investor shall be determined on a Common Stock Equivalents basis. Such Investor shall give written notice (for the purposes of this Section 2.6(a), the "Co-Sale Notice") to each Management Shareholder which shall describe fully the terms of the proposed sale or disposition, the number of Transfer Shares of such Investor to be sold or otherwise disposed of, and the number of Allocation 11 Shares of each Management Shareholder eligible for co-sale, the name and address of the Transferee, and the proposed closing date of the purchase and sale. The Co-Sale Notice shall be signed by such Investor and by the Transferee and shall be an irrevocable offer, open for thirty (30) days after receipt, of both parties to acquire, as provided above, all Allocation Shares. Each Management Shareholder shall hav...
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Related to COMEALONG AND TAKEALONG RIGHTS OF MANAGEMENT SHAREHOLDERS

  • Shareholder Services Transfer Agent or its agent will investigate all inquiries from Shareholders of a Fund relating to Shareholder accounts and will respond to all communications from Shareholders and others relating to its duties hereunder and such other correspondence as may from time to time be mutually agreed upon between Transfer Agent and a Fund. Transfer Agent shall provide each Fund with reports concerning Shareholder inquires and the responses thereto by Transfer Agent, in such form and at such times as are agreed to by the Fund and Transfer Agent.

  • Stockholder Services (i) Manage services for and communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications;

  • Shareholder Servicing All expenses of maintaining and servicing shareholder accounts, including but not limited to the charges of any shareholder servicing agent, dividend disbursing agent, transfer agent or other agent engaged by the Trust to service shareholder accounts.

  • Directors, Trustees and Shareholders and Massachusetts Business Trust It is understood and is expressly stipulated that neither the holders of shares in the Fund nor any Directors or Trustees of the Fund shall be personally liable hereunder. With respect to any Fund which is a party to this Agreement and which is organized as a Massachusetts business trust (“Trust”), the term “Fund” means and refers to the trust established by its applicable trust agreement (Declaration of Trust) as the same may be amended from time to time. It is expressly agreed that the obligations of any such Trust hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bind only the trust property of the Trust, as provided in the Declaration of Trust of the Trust. The execution and delivery of this Agreement has been authorized by the trustees and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

  • AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE Section 13.1 Amendments to be Adopted Solely by the General Partner. Each Partner agrees that the General Partner, without the approval of any Partner, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:

  • Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of the Company;

  • Approval of Shareholders The Trust will call a special meeting of the Acquired Fund Shareholders to consider and act upon this Agreement and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

  • Rights of Stockholders No holder of this Warrant shall be entitled, as a Warrant holder, to vote or receive dividends or be deemed the holder of the Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.

  • Rights of Shareholders The Shares shall be personal property giving only the rights in this Declaration specifically set forth. The ownership of the Trust Property of every description and the right to conduct any business herein before described are vested exclusively in the Trustees, and the Shareholders shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for any partition or division of any property, profits, rights or interests of the Trust nor can they be called upon to share or assume any losses of the Trust or, subject to the right of the Trustees to charge certain expenses directly to Shareholders, as provided in the last sentence of Section 3.8, suffer an assessment of any kind by virtue of their ownership of Shares. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights (except as specified in this Section 6.3, in Section 11.4 or as specified by the Trustees when creating the Shares, as in preferred shares).

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