Transferee Terms definition
Examples of Transferee Terms in a sentence
Upon receipt of a Co-sale Notice, the Transferring Shareholder shall be obligated to transfer at least the entire number of Shares set forth in the Co-sale Notice to the transferee on the Transferee Terms; provided, however, that the Transferring Shareholder shall not consummate the purchase and sale of any Shares hereunder if the transferee does not purchase all such Shares specified in all Co-sale Notices.
Anything to the contrary contained herein notwithstanding, the Selling Party agrees to use its reasonable good faith efforts to seek to ensure that the applicable Transferee Terms provide for several, and not joint, liability, with respect to the indemnification and comparable obligations contained within such Transferee Terms.
After expiration of the fifteen (15) business day period referred to above, if the provisions of this Section 5.1 have been complied with in all respects, the Selling Stockholder shall have the right, for a period of forty-five (45) calendar days from the expiration of the fifteen (15) business day period referred to above, to Transfer the Transfer Shares to the Transferee on the Transferee Terms without further notice to any other party.
Upon receipt of a Co-sale Notice, the Transferring Stockholder shall be obligated to transfer at least the entire number of Shares set forth in the Co-sale Notice to the transferee on the Transferee Terms; provided, however, that the Transferring Stockholder shall not consummate the purchase and sale of any Shares hereunder if the transferee does not purchase all such Shares specified in all Co-sale Notices.
After expiration of the fifteen (15) business day period referred to above, if the provisions of this Section 3.4 have been complied with in all respects, the Selling Stockholder shall have the right, for a period of forty-five (45) calendar days from the expiration of the fifteen (15) business day period referred to above, to Transfer the Transfer Shares to the Transferee on the Transferee Terms without further notice to any other party.
Such notice shall set forth: (i) the name of the transferee and the amount of Shares proposed to be transferred, (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the transferee (the "Transferee Terms") and (iii) that the transferee has been informed of the Tag Along Right provided for in this Clause 17, if such right is applicable, and the total number of Shares the transferee has agreed to purchase from the Stockholders in accordance with the terms hereof.
After expiration of the 15 calendar-day period referred to above, if the provisions of this Section 2 have been complied with in all material respects, the Selling Investor and each Tag Along Participant that delivered a Tag Along Notice shall transfer the LLC Interests to the transferee on the Transferee Terms on the sale date proposed in the Transfer Notice (or such other date within thirty (30) days of such proposed sale date as may be agreed among the participants in such transfer).
Anything to the contrary contained herein notwithstanding, Motient Sub agrees to use its good faith reasonable efforts to ensure that the applicable Transferee Terms provide for several, and not joint, liability, with respect to the indemnification and comparable obligations contained within such Transferee Terms.
The Participation Offer shall set forth, in reasonable detail, each and all of the Transferee Terms (including, but not limited to, the proposed Transferee, purchase price, payment terms, closing date and any and all other material terms).
Anything to the contrary contained herein notwithstanding, the Selling Investor agrees to use its reasonable good faith efforts to seek to ensure that the applicable Transferee Terms provide for several, and not joint, liability, with respect to the indemnification and comparable obligations contained within such Transferee Terms.