Accepting Members definition
Examples of Accepting Members in a sentence
If the ROFO Accepting Members offer to purchase the ROFO Interests, the ROFO Seller will have 20 days from the date it received the ROFO Offer Notice to elect in writing (the “ROFO Acceptance Notice”) to accept the ROFO Accepting Members’ offer to purchase the ROFO Interests.
You also realize that you are not entitled to keep the Vehicle after the end of the Lease Term and that any retention of the Vehicle beyond the end of the Lease Term without our consent is a default under the Lease.
To the extent any Member shall fail to purchase its Applicable Percentage prior to the expiration of the Refusal Period, the Accepting Members may purchase such Shares on a pro rata basis in proportion to the number of Common Shares owned by each of them (and the foregoing procedure shall be repeated in respect of any Shares not purchased until all Accepting Members have had an opportunity to purchase any remaining Shares).
To the extent any Member shall fail to purchase the Applicable Percentage of the Offered Shares prior to the expiration of the Refusal Period, the Members accepting the offer ("Accepting Members") may purchase such Shares on a pro rata basis in proportion to the number of Common Shares owned by each of them.
The Remaining Members shall each take such actions as may be reasonably required and otherwise cooperate in good faith with the Accepting Members in connection with consummating the Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale.
Without limiting the generality of the foregoing, and notwithstanding anything else set forth in this Agreement, if an IDT Member proposes to Transfer IDT Offered Units to a Person in a transaction not subject to taxation pursuant to the Code, the purchase and sale of the IDT Offered Units by and to the Liberty Accepting Members, if any, shall be structured, if IDT Corporation so requests, in a manner that such purchase and sale will not be subject to taxation pursuant to the Code.
A duly completed and delivered IDT Acceptance Notice shall constitute a binding irrevocable agreement by the IDT Accepting Members to purchase the Liberty Offered Units at their Fair Market Value as provided in this Section 2.1. If an IDT Acceptance Notice meeting the requirements specified above is not delivered within such ten Business Day period, then the IDT Members shall be deemed to have rejected the offer of the Liberty Offered Units.
At such closing, the IDT Accepting Members shall deliver the purchase price for the Liberty Offered Units to the Liberty Offeror, and the Liberty Offeror shall deliver the Liberty Offered Units to the IDT Accepting Members free and clear of any mortgage, pledge, lien, security interest, claim, restriction, charge or encumbrance of any kind other than those created by the LLC Agreement.
All shares transferred by the Remaining Members pursuant to this Section 3.10 shall be sold at the same price and otherwise treated identically with the shares of the same class and series being sold by the Accepting Members in all respects.
The closing of a purchase pursuant to this Article shall take place at the offices of the Company at such time and date as may be agreed upon by the Separating Member and the Responding Member(s) (or Accepting Member(s), as the case may be), provided that in no event shall such closing take place later than ninety (90) days after delivery of the original Separation Notice (the “Closing Date“).