Additional Conditions to Tag-Along Sales and/or Drag-Along Sales Sample Clauses

Additional Conditions to Tag-Along Sales and/or Drag-Along Sales. Notwithstanding anything contained in Section 9.3 or Section 9.4, the rights and obligations of the Tagging Persons to participate in a Tag-Along Sale under Section 9.3 or a Dragged Person to participate in a Drag-Along Sale under ‎Section 9.4 are subject to the following conditions: (a) in the event the consideration to be paid in exchange for Units pursuant to Section 9.3(d) or Section 9.4(e) includes any securities that are unregistered and a Member or Owner participating in such Tag-Along Sale or Drag-Along Sale (other than the Tag-Along Seller or Dragging Seller, respectively) is not an Accredited Investor, and securities issued to such Member or Owner cannot be issued pursuant to an exemption from registration under the Securities Act (including pursuant to Sections 3 or 4 thereof), the Tag-Along Seller or Dragging Seller, respectively, shall cause to be paid to such Member or Owner in lieu thereof an amount in cash equal to the fair market value of the securities (as determined by the Board) that such Member or Owner would otherwise receive as of the date of the issuance of such securities in such Transfer; (b) no Tagging Person or Dragged Person, as the case may be, shall be obligated to pay any fees or expenses (other than its own) incurred in connection with any consummated or unconsummated Tag-Along Sale or any consummated or unconsummated Drag-Along Sale, except each Tagging Person or Dragged Person, as the case may be, may be obligated to bear its pro rata share (based on the consideration paid for the Units Transferred) of the reasonable documented out-of-pocket fees and expenses incurred by the Tag-Along Seller or the Drag-Along Seller in connection with a consummated Tag-Along Sale or Drag-Along Sale to the extent such fees and expenses are incurred for the benefit of all Tagging Persons or Dragged Persons, as the case may be, and are not otherwise paid by the Company or another Person; and (c) in connection with any Tag-Along Sale or Drag-Along Sale, no Tagging Person or Dragged Person shall be required to (and no Tag-Along Seller or Dragging Seller through exercise of the applicable powers of attorney and proxy granted in connection therewith shall) (x) agree to a non-compete, non-solicit or other restrictive covenants or agreements other than customary confidentiality obligations (except that any Dragged Seller then-employed by the Company or one of its Subsidiaries may be required to enter into a customary non-solicit on terms no less f...
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Related to Additional Conditions to Tag-Along Sales and/or Drag-Along Sales

  • Definitions For purposes of this Agreement:

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • NOW, THEREFORE the parties hereto agree as follows:

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

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