Examples of Remaining Offered Units in a sentence
For the purposes of this Agreement, “ROFR Share” means the percentage of Remaining Offered Units being offered to an Offeree Member that the Offeree Member is entitled to purchase, and is determined by dividing the aggregate number of Units held by such Offeree Member by the aggregate number of Units held by all of the Offeree Members.
The Remaining Offered Units will automatically be deemed to be accepted by the Offeree Members who specified a Minimum Amount in their respective notice of acceptance, allocated among such Offeree Members (with rounding to avoid fractional shares) in proportion to their respective ROFR Share.
Any Remaining Offered Units remaining will then be allocated among the remaining Offeree Members whose specified Excess Amount has not been satisfied (with rounding to avoid fractional shares) in proportion to each Offeree Member’s respective ROFR Share, and such procedure will be employed until the entire Excess Amount of each Offeree Member has been satisfied or all Remaining Offered Units have been allocated.
Within fifteen (15) days after the mailing of such notice, if the non-transferring Members desire to acquire all or any portion of the Remaining Offered Units, then such Members shall deliver to the Secretary (or to the Company in the event that there is no Secretary) a written election to purchase such Remaining Offered Units or a specified number thereof.
An Offeree Member’s failure to give timely written notice regarding its election to purchase any Remaining Offered Units under this section will be deemed an election by such Offeree Member to not purchase any Remaining Offered Units.
Each such non-transferring Member’s pro rata share of the Remaining Offered Units shall be a fraction of the Remaining Offered Units, of which the number of Units owned by such non-transferring Member on the date of the Notice shall be the numerator, and the total number of Units owned by all of the non-transferring Members on the date of the Notice shall be the denominator.
Each non-transferring Member shall have a right of reallotment such that, if any other non-transferring Member fails to exercise the right to purchase such non-transferring Member’s full pro rata share of the Remaining Offered Units, then the participating non-transferring Members may exercise an additional right to purchase, on a pro rata basis, the Remaining Offered Units not previously purchased.
Subject to the foregoing, each non-transferring Member shall have the right to elect to purchase all or any portion of such non-transferring Member’s pro rata share of the Remaining Offered Units (with any reallotment as provided below in this Agreement).
If the non-defaulting Underwriters or other Underwriters satisfactory to the Underwriters and the Partnership do not elect to purchase the Remaining Offered Units, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Partnership, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth herein.
If the foregoing maximums are exceeded, the non-defaulting Underwriters, or those other purchasers satisfactory to the Underwriters and the Partnership who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Offered Units.