Remaining Members definition
Examples of Remaining Members in a sentence
The Co-Sale Election Notice shall indicate the maximum number of Units that such Remaining Member wishes to Transfer (up to the Maximum Co-Sale Units for such Remaining Member) and the number of Units such Remaining Member would Transfer if one or more of the other Remaining Members do not elect to participate in the Transfer on the terms and conditions stated in the ROFR Notice.
If the Company or the Remaining Members do not elect to purchase all of the Offered Units pursuant to this Section 3.6, the amount of Offered Units not purchased by the Company or the Remaining Members may be disposed of by the Transferor, subject to Section 3.7, to the prospective transferee named in the ROFR Sale Notice, for the price and on the terms and conditions set forth in the ROFR Sale Notice, at any time within 120 days after the ROFR Company Notice Deadline.
If none of the Remaining Members elect to participate in the Transfer of the Offered Units, the Transferor may, not later than 90 days after the expiration of the Remaining Members’ right to participate in the Transfer pursuant to this Section 3.7, effect the Transfer on terms and conditions not more favorable to the Transferor than those described in the ROFR Notice.
Upon determination of the amount of the Offered Units to be purchased by the Company or the Remaining Members, the Company, on the Company’s behalf and on behalf of the Remaining Members who are purchasing the Offered Units, shall give notice of exercise to the Transferor within 40 days after the ROFR Company Notice Deadline.
By giving the ROFR Sale Notice, the Transferor shall be deemed to have granted to the Company and the Remaining Members an option to purchase the Offered Units for the price and upon the terms and conditions set forth in this Section 3.6 and Section 3.11.