Selling Members. (b) In the event that the Section 9.10 Proposed Purchaser does not purchase the Section 9.10 Drag-Along Membership Interests from the Section 9.10 Dragged Members on the same terms and conditions as purchased from the Section 9.10 Selling Members, then such Section 9.10 Dragged Members shall have the right to require the Company to cause the Section 9.10 Selling Members making such Transfer to purchase on such terms and conditions such Section 9.10 Drag-Along Membership Interests if the Transfer occurs.
Selling Members. As contemplated by Section 13.1(b)(iv), each Non-Fiat Member seeking to Transfer any Membership Interests pursuant to Section 13.1(b)(iv) (a “Selling Member”) must comply with this Section 13.2 and, if applicable, Section 13.3, prior to entering into a binding agreement with respect to such Transfer.
Selling Members. Section 9.05(a).
Selling Members. From and after the Effective Date, as contemplated by Section 13.1(b)(vi), each Non-Fiat Member other than US Treasury and Canada seeking to Transfer any Membership Interests pursuant to Section 13.1(b)(vi) (a “Selling Member”) must comply with this Section 13.2 and, if applicable, Section 13.3, prior to entering into a binding agreement with respect to such Transfer.
Selling Members. Alexander G. Free ---------------------------------- James P. Fick EXHIBIT 6.2 CAPITALIZATION OF SELLER
Selling Members. Name Number of Series A Preferred Units Number of Incentive Common Units Stellex Capital Investors LP 7,985.35 - Navigant Oak, LLC 26,485 - Xxxxx Xxxx 2,750 13,850 Xxxx Xxxxx 1,000 5,000 Xxxxx Xxxxx - 4,000 Xxxxx Xxxxxx - 2,171 Xxxxxx X’Xxxx 250 2,500 Xxxxx Xxxxxx - 1,000 Xxxxxxx Xxxxxxx 250 4,000 Xxx Xxxxxxxxxxxx - 3,960 JR Bowling - 1,320 Xxx Xxxxxx - 990 Xxx Xxxxxxx 495 1,155 Xxxxx Xxxxx - 4,000 TOTAL 39,215.35 43,946 EAST\168212916.9 ANNEX III Notices To the Purchaser: c/o Alamo Group, Inc. 0000 Xxxx Xxxxxx Xxxxxx Xxxxxx XX 00000 Fax: (000) 000-0000 Attention: Xx Xxxxxxx Email: xxxxxxxx@xxxxx-xxxxx.xxx with a copy (which shall not constitute notice) to:
Selling Members. Exhibit B hereto accurately sets forth the identity of the Selling Members and their relationship with CAL, and the names and titles of the persons serving as directors and officers of a Selling Shareholder, if any such Selling Shareholder is a corporation.
Selling Members. A Selling Member shall use its best efforts to verify that all services provided through the AGCN meet or exceed all AGCN [and self defined quantitive and qualitative] service standards and route characteristics posted for and by Selling Members or Arbinet on the AGCN. A Selling Member must use its best efforts to quantify maximum available minute capacity for each route employing an estimated formula of 250,000 minutes per month per T1 Facility and 300,000 minutes per month per E1 Facility. It is the sole responsibility of the Selling Member to maintain accurate capacity information on each individual route offered by such Member through the AGCN. A Selling Member must use its best efforts to quantify average Post Dial Delay. The time period over which average PDD shall be calculated daily using a twenty-four (24) hour period commencing at 12:00 am (GMT) and concluding at 11:59 pm [(GMT). Further, all Selling Members must make best effort to quantify average Answer Seizure Ratio. The time period over which average PDD shall be calculated daily using a twenty-four (24) hour period commencing at 12:00 am (GMT) and concluding at 11:59 pm (GMT). A Selling Member must use its best efforts to qualify average Voice Quality of Service. The time period over which average PDD shall be calculated daily using a twenty-four hour period commencing at 12:00 am (GMT) and concluding at 11:59 pm. The system and rating formula to be employed is as follows: VQOS Rating Route Characteristics ----------- --------------------- A Little or no background noise, no echo, no delay.
Selling Members expressly covenant and agree that during the Prohibited Period, the Selling Members will not, and will cause their Affiliates not to, directly or indirectly, (A) engage or employ, or solicit or contact with a view to the engagement or employment of any Person who is an officer, director, employee or agent of the Company, Buyer or its Affiliates, or (B) canvass, solicit, approach or entice away or cause to be canvassed, solicited, approached or enticed away from the Company, Buyer or its Affiliates any Person who or which is known by the Selling Members to be a customer, consultant or supplier of Buyer or its Affiliates or who or which was a customer, consultant or supplier of the Company within the prior one (1) year, in each instance immediately prior to the Closing.
Selling Members. Notwithstanding any provision of this Agreement, the Company Organizational Documents, or any agreement between the Company and the Selling Members to the contrary entered into prior to the Closing, in no event shall the Company, or Purchaser, be obligated to reimburse, contribute, indemnify or hold harmless any Selling Member in his capacity as an owner of the Company for or in connection with any Damages or obligations of the Company under this Article 7.
