Selling Member definition
Examples of Selling Member in a sentence
The Selling Member and each Participating Tag-Along Member shall receive the same form and amount of consideration per Unit; provided, that each such Member’s proportionate share of related expenses will be deducted from such consideration in accordance with Section 9.04(f).
The Selling Member shall also reimburse each Participating Tag-Along Member for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Tag-Along Member’s rights under this Section 9.04(i).
The Selling Member and each Participating Tag-Along Member shall take all actions as may be reasonably necessary to consummate the Tag-Along Sale, including, without limitation, entering into agreements and delivering certificates and instruments, in each case, consistent with the agreements being entered into and the certificates being delivered by the Selling Member, subject to the limitations set forth in Section 9.04(e).
Subject to Section 9.04(c)(ii), each Tag-Along Member shall have the right to sell in a Tag-Along Sale up to the number of Units equal to the product obtained by multiplying (A) the number of Units held by the Tag-Along Member by (B) a fraction (1) the numerator of which is equal to the number of Units the Selling Member proposes to Transfer to the Proposed Transferee and (2) the denominator of which is equal to the number of Units then owned by the Selling Member.
If at the end of such period the Selling Member has not completed such sale, the Selling Member may not then effect a Transfer of Units subject to this Section 9.04 without again fully complying with the provisions of this Section 9.04.