Examples of Electing Partners in a sentence
To avoid the winding up of the Partnership as provided in Section 10.3 hereof, the Electing Partners, if allowed by applicable law, may elect (for events other than events under Section 10.2(d) or 10.2(e) hereof) to have the Partnership continue as if such event had not occurred; provided that, any waiver shall not be deemed to require such a waiver in regard to any future or other event.
Unless required by applicable law, the occurrence of any event under Section 10.2 hereof, other than under Sections 10.2(d) and 10.2(e) hereof, shall not require the winding up of the Partnership if the Partners not initiating or causing the event to occur (the "Electing Partners") make the election provided for in Section 10.4 hereof.
Such election to pursue an alternative to winding up of the Partnership must be made by the Electing Partners within 60 days of the Electing Partners' becoming actually aware of the occurrence of the event causing dissolution.
Parent and Holdco Sub shall use their reasonable best efforts to cause the shares of Holdco Sub Class A Common Stock to be issued to the Share Electing Partners and the Transferors pursuant to Section 2.2(b) to be approved for quotation on the NASDAQ National Market, subject to official notice of issuance.
The shares of Holdco Sub Class A Common Stock issued to the Share Electing Partners and the Transferors pursuant to Section 2.2(b), when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, and will be free and clear of any Lien or Restriction (other than any Lien or Restriction imposed pursuant to the terms of this Agreement).
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The associated protection paths then cannot be pre-engineered and tested.
The shares of Holdco Sub Class A Common Stock to be issued to the Share Electing Partners and the Transferors pursuant to Section 2.2(b) shall have been approved for quotation on the NASDAQ National Market, subject to official notice of issuance.
If at the end of the Election Period, the aggregate percentage of the Transferred Interest specified by the Electing Partners in Election Notices is equal to or greater than 100%, then the Transferring Member shall transfer the Transferred Interest to such Electing Members on a prorata basis in accordance with the percentages of the Transferred Interest set forth in their respective Election Notices, and in accordance with all other terms set forth in the Transfer Notice.
Each of the Share Electing Partners and the Transferors agrees that it will provide to Xxxxxxx Xxxxxxx & Xxxxxxxx and to Xxxxx, Xxxx & Xxxxxxx such representations and warranties as may be required for the delivery of the tax opinions referred to in Sections 5.2(e) and 5.3(c).