Remaining Portions Sample Clauses

Remaining Portions. (i) If any Tag-along Class A Member declines to exercise its right under Section 10.5(d)(i) or elects to exercise it with respect to less than its full Tag-Along Portion (the aggregate amount of Units resulting from all such unexercised Tag-Along Portions, the “Remaining Portion”), the Selling Member shall promptly deliver a written notice (a “Remaining Portion Notice”) to those Tag-along Class A Members who have elected to Transfer their Tag-Along Portion in full (each, a “Fully Participating Tag-along Class A Member”). The Selling Member and each Fully Participating Tag-along Class A Member (with respect to any Remaining Portion) shall be entitled to Transfer, in addition to any applicable Units or Unit Equivalents already being Transferred, a number of Units (or applicable Unit Equivalents) held by it equal to the product of (x) the Remaining Portion and (y) a fraction (A) the numerator of which is equal to the number of Units (and applicable Unit Equivalents), as the case may be, then held by the Selling Member and each Fully Participating Tag-along Class A Member, as applicable and (B) the denominator of which is equal to the aggregate number of Units (and applicable Unit Equivalents), as the case may be, then held by the Selling Member and all Fully Participating Tag-along Class A Members. (ii) Each Fully Participating Tag-along Class A Member shall exercise its right to participate in the Transfer described in Section 10.5(e)(i) by delivering to the Selling Member a written notice (a “Remaining Tag-along Notice”) stating its election to do so and specifying the number of Units (or applicable Unit Equivalents), as the case may be (up to the amounts it may Transfer pursuant to Section 10.5(e)(i)), to be Transferred by it no later than five (5) Business Days after receipt of the Remaining Portion Notice. (iii) The election by each Fully Participating Tag-along Class A Member set forth in a Remaining Tag-along Notice shall be irrevocable, and such Member shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.5.
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Remaining Portions. (i) If any Tag-along Member declines to exercise its right under Section 9.05(d)(i) or elects to exercise it with respect to less than its full Tag-Along Portion (the “Remaining Portion”), the Selling Member shall promptly deliver a written notice (a ... (ii) Each Fully Participating Tag-along Member shall exercise its right to participate in the Transfer described in Section 9.05(e)(i) by delivering to the Selling Member a written notice (a “Remaining Tag-along Notice”) stating its election to do so ... (iii) The offer of each Fully Participating Tag-along Member set forth in a Remaining Tag-along Notice shall be irrevocable, and, to the extent such offer is accepted, such Member shall be bound and obligated to consummate the Transfer on the terms an...
Source 1
Remaining Portions. (a) Remaining Portions Formula‌ The aggregate amount of Membership Interests resulting from all unexercised Tag-Along Portions comprises the remaining portion (Remaining Portion). If any Tag-Along Member declines to exercise its right under Section 18.03 or elects to exercise it with respect to less than its full Tag-Along Portion, the Selling Member shall promptly deliver a written notice (Remaining Portion Notice) to those Tag-Along Members who have elected to transfer their Tag-Along Portion in full (each a Fully Participating Tag-Along Member). The Selling Member and each Fully Participating Tag-Along Member (with respect to any Remaining Portion) may transfer—in addition to any applicable Membership Interests already being transferred—an amount of Membership Interests held by it equal to any Remaining Portion multiplied by a fraction, the numerator of which is the amount of Membership Interests then held by the applicable Member and the denominator of which is the amount of Membership Interests then held by the Selling Member and all Fully Participating Tag-Along Members.
Source 1

Related to Remaining Portions

  • Date Increment Due Increments shall accrue and become due and payable on the next day following completion of required service as an employee in the class, unless otherwise provided herein.

  • Post-Closing Payments (a) Should Grantor receive any amount arising from, or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less: (i) any taxes, duties or other amounts required to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect to the sale, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Administrator in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and (ii) any amounts owed by Participant to Grantor or Administrator as of the relevant time ((i) and (ii) together, the “Fees and Expenses”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least five (5) Business Days prior to the date of wiring). (b) Upon receipt by Grantor of any securities or any other non-cash distributions with respect to the Grantor Interest (including the receipt of ADSs pursuant to a Settlement Request): (i) in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance with the provisions of Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a); (ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Administrator on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global Market.