Approved Sale Procedures Sample Clauses

Approved Sale Procedures. In furtherance of the foregoing, if the Approved Sale is structured as a (i) merger or consolidation, then each Member and Unitholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation, or (ii) sale of Units, then each Member and Unitholder shall agree to sell, and shall sell, all of his, her or its Units and rights to acquire Units (to the extent that such Units or rights to acquire Units are not automatically deemed cancelled in the event of an Approved Sale pursuant to the terms of this Agreement or any applicable Equity Agreement) on the terms and conditions approved by the Manager. Each Member and Unitholder shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as requested by the Manager which may include a mandatory Exchange under Section 9.9(b). The obligations of any Member or Unitholder with respect to an Approved Sale are, except as provided in Section 9.2(c) below, subject to the condition that each Unitholder shall receive (or have the option to receive) the same form and mix of consideration and the same per Unit amount of consideration (taking into account the priorities, thresholds and limitations of each class of Units set forth herein) upon the consummation of such Approved Sale.
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Approved Sale Procedures. Notwithstanding anything to the contrary herein, in connection with any Approved Sale, if requested by the Investors (and, if choosing between a sale of the Call Option or a sale of the other Parthenon Securities, if such structuring would result in the same or greater aggregate consideration being paid to each Unitholder in an Approved Sale (as determined by the Majority Investors in good faith)), then the Members and the Unitholders shall structure such Approved Sale such that, in lieu of the transfer by Parthenon Blocker of its Units to the purchaser in the Approved Sale, the holders of Parthenon Securities shall transfer instead to such purchaser all of the Parthenon Securities (“Parthenon Securities Sale”), and, in connection therewith, each Unitholder and the Board shall take all actions as are reasonably requested to structure a Sale of the Company as a Parthenon Securities Sale. At the discretion of the Investors, such Parthenon Securities Sale may be structured as a sale of the Call Option or a sale of the other Parthenon Securities; provided, that if the aggregate consideration, after taking into account the Parthenon Blocker Tax Liability (and the potential for any known indemnification obligations under Section 9.2(d)), that will be paid to the equity holders of the Company (including the holders of Parthenon Securities) in a sale of the Call Option is the same or less than the amount that will be paid in a sale of the other Parthenon Securities (as determined by the Majority Investors in good faith), then the Approved Sale shall be structured as a sale of the other Parthenon Securities instead of as a sale of the Call Option. In furtherance of the foregoing, if the Approved Sale is structured as a (x) merger or consolidation, each Member and Unitholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation, (y) sale of Units, each Member and Unitholder shall agree to sell, and shall sell, all of his, her or its Units and rights to acquire Units (to the extent that such Units or rights to acquire Units are not automatically deemed cancelled in the event of an Approved Sale pursuant to the terms of this Agreement or any applicable Equity Agreement) on the terms and conditions approved by the Board; provided, that if the purchaser in the Approved Sale desires to acquire shares of Trilogy CA instead of the Units held by Trilogy CA (to the extent that Trilogy CA is a Member) with the sa...
Sample 1
Approved Sale Procedures. Each Member and Unitholder shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as requested by the Board (provided that neither Xxxxx nor the Public Offering Entity shall be required to execute any non-competition, non-solicitation, no-hire, confidentiality or similar agreements). The obligations of any Member or Unitholder with respect to an Approved Sale are, except as provided in Section 9.2(c) and Section 9.2(d) below, subject to the condition that each Unitholder shall receive (or have the option to receive) the same form and mix of consideration and the same per Unit amount of consideration (taking into account the priorities, thresholds and limitations of each class of Units set forth herein) upon the consummation of such Approved Sale; provided, that if Xxxxx and the Public Offering Entity receive only cash in a Change of Control and any holder of Class A Common Units receives securities (on a Tax deferred basis) in lieu of or in addition to cash consideration in such Change of Control (i.e. a rollover transaction), such rollover securities shall be deemed to be the same form of consideration as the consideration Xxxxx and the Public Offering Entity receive so long as such rollover securities are received on a Tax-deferred basis and are of substantially equivalent value on a per Unit basis (taking into account the priorities, thresholds and limitations of each class of Units set forth herein) as the cash consideration paid to Xxxxx and the Public Offering Entity.
Sample 1

Related to Approved Sale Procedures

  • Sale Procedures In connection with its obligations under this Article II, the Partnership will, as expeditiously as possible:

  • Sale Procedure 31 22.2 Application of Proceeds of Sale..............................34 22.3

  • Offer and Sale Procedures Each of the Initial Purchasers and the Company hereby establish and agree to observe the following procedures in connection with the offer and sale of the Securities:

  • Offer, Sale and Resale Procedures Each of the Initial Purchasers, on the one hand, and the Company and each of the Guarantors, on the other hand, hereby agree to observe the following procedures in connection with the offer and sale of the Securities:

  • Notice Procedures In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class of Term Loans (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers to purchase in such Auction (the “Auction Amount”) which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

  • Advance Procedures A request for advance made by telephone must be promptly confirmed in writing by such method as the Bank may require. The Borrower authorizes the Bank to accept telephonic requests for advances, and the Bank shall be entitled to rely upon the authority of any person providing such instructions. The Borrower hereby indemnifies and holds the Bank harmless from and against any and all damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees and expenses) which may arise or be created by the acceptance of such telephone requests or making such advances. The Bank will enter on its books and records, which entry when made will be presumed correct, the date and amount of each advance, the interest rate and interest period applicable thereto, as well as the date and amount of each payment.

  • Issuance Procedures By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

  • Exchange Procedures As soon as reasonably practicable after the Effective Time of the Merger, the Exchange Agent shall mail to each holder of record of Certificates immediately prior to the Effective Time of the Merger whose shares were converted into shares of Parent Common Stock pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and which shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II (after taking into account all shares of Company Common Stock (including Company Common Stock issued upon conversion of Series A Preferred Stock) then held by such holder), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company Common Stock or Series A Preferred Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02 each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the Parent Common Stock into which the shares of Company Common Stock (including Company Common Stock issued upon conversion of Series A Preferred Stock) represented by such Certificate have been converted as provided in this Article II and the right to receive upon such surrender cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Section 2.02.

  • Offering Procedures (a) The following terms have the specified meanings for purposes of this Agreement:

  • New Procedures New procedures as to who shall provide certain of these services in Section 1 may be established in writing from time to time by agreement between the Fund and the Transfer Agent. The Transfer Agent may at times perform only a portion of these services and the Fund or its agent may perform these services on the Fund's behalf;

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