TA Members definition
Examples of TA Members in a sentence
This Agreement shall terminate with respect to any Holder (a) with the prior written consent of the TA Members in connection with the consummation of a Change of Control, (b) at such time as such Holder does not beneficially own any Registrable Securities, or (c) if earlier, on the date on which such Holder’s Registrable Securities would be freely tradable by such Holder without restriction on the basis of volume limitations under Rule 144.
A TA Member’s “Pro Rata Fraction” shall be equal to the product obtained by multiplying the total number of Remaining Units by a fraction, the numerator of which is the total number of Units owned by such TA Member, and the denominator of which is the total number of Units held by all TA Members, in each case calculated as of the date of the Members Offer Notice.
The Company will give the TA Members thirty (30) days prior written notice of any proposed Sale Transaction.
If the Company does not exercise its right to purchase all of the Offered Units under this Section 7.4(c) within the Company Option Period, the Transferring Member shall so notify the TA Members promptly following the expiration of the Company Option Period (the “Members Offer Notice”), which Members Offer Notice shall identify the Offered Units that the Company did not elect to purchase (the “Remaining Units”).
The Transferring Member shall cause the Transaction Offer and all of the terms thereof to be reduced to writing and shall promptly notify the Company and the TA Members of such Transferring Member’s desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 7.4(c) and, if applicable, Section 7.4(d) (such notice, the “Company Offer Notice”).
The Remaining Units shall be subject to the option granted to the TA Members pursuant to Section 7.4(c)(iii) below.
Any transfer that is so approved shall be subject to the further provisions of this Section 7.4. Notwithstanding the foregoing, subject to Section 7.4(d), all Units held at any time by TA Members shall be freely transferable and not subject to the other provisions of this Section 7.4.