AS Persons definition
Examples of AS Persons in a sentence
If the AS Persons and the other Members have not exercised the option to purchase all of Transfer Units within 25 Business Days after the date of the receipt by the Company and the other Members of the Transfer Notice, then such Minority Investor may sell any remaining Transfer Units (the “Remaining Units”) to a Qualified Purchaser pursuant to Section 7.02(c).
As soon as practicable after the Company has determined that there will be Available Shares, but in any event within the Call Period, the Company shall deliver written notice (the “Option Notice”) to the AS Investors, for the benefit of the AS Persons, setting forth the number of Available Shares and the price for each Available Share.
The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Stock to the Company and, if the Company shall decline to purchase all or any portion of the Transfer Stock, to AS Persons and all other Stockholders (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Notice (subject to clause (y) below).
Each Member hereby agrees that, at all times after an IPO, such Member will, and will cause each of its Affiliates to, vote all Units or other voting equity securities of the Company owned or held of record by it, at each annual or special meeting of Members at which Managers are to be elected, in favor of the election or re-election as a member of the Board of each such individual nominated by AS Persons.
If the closing of the AS Sale does not occur within 120 days after the Class A Members’ receipt of the Tag-Along Notice, each Tagging Member may withdraw from such AS Sale by providing written notice to the AS Investor, for the benefit of the selling AS Persons, within 10 Business Days after the expiration of such 120-day period.
The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Units to the Company and, if the Company shall decline to purchase all or any portion of the Transfer Units, to AS Person(s) and all other Members (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Notice (subject to clause (y) below).
The Members holding a majority of the aggregate number of outstanding Class A Units at such time may remove and replace any of the Managers, either with or without Cause; provided, that (a) so long as the Company has not consummated an IPO, the Managers may only be removed and replaced by the AS Persons then holding Units and (b) following the Company’s consummation of an IPO, any AS Nominee may only be removed and replaced by the AS Persons then holding Units or other equity securities of the Company.
Each Tagging Member will be responsible, severally and not jointly, for its proportionate share of the reasonable out-of-pocket costs incurred by AS Persons in connection with the AS Sale to the extent not paid or reimbursed by the Company or the Proposed Transferee.
If AS Persons and the other Stockholders have not exercised the option to purchase all of Transfer Stock within 25 business days after the date of the receipt by the Company and the other Stockholders of the Transfer Notice, then such Minority Investor may sell any remaining shares of Transfer Stock (the “Remaining Stock”) to a Qualified Purchaser pursuant to Section 2.2(c).
If the aggregate number of Units or other equity securities of the Company, as applicable, to be purchased by the Members pursuant to the immediately preceding sentence is less than the number of Units or other equity securities of the Company, as applicable, declined to be purchased by the Company (such difference, the “Shortfall Units”), then the AS Persons shall have the option to purchase (or assign such Members’ right to any party) the Shortfall Units or a portion thereof.