Common use of Remaining Portions Clause in Contracts

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.

Appears in 6 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement

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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.

Appears in 3 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement

Remaining Portions. (i) If any Tag-along Class A Along Member declines to exercise its right under Section 10.5(d)(i10.04(d)(i) or elects to exercise it with respect to less than its full Tag-Along Portion (the aggregate amount of Common Units on a Fully Diluted Basis resulting from all such unexercised Tag-Along PortionsPortion, the “Remaining Portion”), the Selling Member shall promptly deliver a written notice (a “Remaining Portion Notice”) to those Tag-along Class A Along Members who have elected to Transfer their Tag-Along Portion in full (each, a “Fully Participating Tag-along Class A Along Member”). The Selling Member and each Fully Participating Tag-along Class A Along Member (with respect to any Remaining Portion) shall be entitled to Transfer, in addition to any applicable Units or Common Units, Warrants and other Common Unit Equivalents already being Transferred, a number of Units (or applicable Common Units, Warrants and other Common Unit Equivalents) Equivalents held by it equal to the product of (x) the Remaining Portion and Portion, multiplied by (y) a fraction fraction, (A) the numerator of which is equal to the number of Common Units (and applicable Unit Equivalents), as the case may be, on a Fully Diluted Basis then held by the Selling Member and each Fully Participating Tag-along Class A applicable Member, as applicable and (B) the denominator of which is equal to the aggregate number of Common Units (and applicable Unit Equivalents), as the case may be, on a Fully Diluted Basis then held by the Selling Member and all Fully Participating Tag-along Class A Along Members.

Appears in 1 contract

Samples: Limited Liability Company Agreement (ATN International, Inc.)

Remaining Portions. (i) If any Tag-along Class A Member declines to exercise its right under Section 10.5(d)(i10.05(d)(i) or elects to exercise it with respect to less than its full Tag-Along along Portion (the aggregate amount of Units resulting from all such unexercised Tag-Along along Portions, the “Remaining Portion”), the Selling Member shall 62 promptly deliver a written notice (a “Remaining Portion Notice”) to those Tag-along Class A Members who have elected to Transfer their Tag-Along 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) ), as the case may be, 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 Common Units and Preferred Units (and applicable Unit Equivalents), as the case may be, ) then held by the Selling Member and each Fully Participating Tag-along Class A applicable Member, as applicable and (B) the denominator of which is equal to the aggregate number of Common Units and Preferred Units (and applicable Unit Equivalents), as the case may be, ) then held by the Selling Member and all Fully Participating Tag-Tag- along Class A Members.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ascend Wellness Holdings, LLC)

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Remaining Portions. (i) If any Tag-along Class A Member declines to exercise its right under Section 10.5(d)(i8.05(d)(i) or elects to exercise it with respect to less than its full Tag-Along Portion (the aggregate amount of Common 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 Member, each Fully Participating Tag-along Class A Member (with respect to any Remaining Portion) shall be entitled to Transfer, in addition to any applicable Common Units or Unit Equivalents already being Transferred, a number of Units (or applicable Unit Equivalents) Common Units, 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 Common Units (and applicable Unit Equivalents), as the case may be, then held by the Selling Member and each Fully Participating Tag-along Class A applicable Member, as applicable and (B) the denominator of which is equal to the aggregate number of Common 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.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Capstone Therapeutics Corp.)

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