Remaining Portions Clause Samples
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.
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...
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.