Come Along/Take Along Sample Clauses

Come Along/Take Along. (i) Partnership-III, a Massachusetts limited partnership ("BDC-III" and together with Abbingdon-I, Abbingdon-II and Abbingdon-III, the "Partnerships"), propose to transfer substantially all of the shares of the Common Stock held by them (a "Sale of Securities") other than to the public for cash pursuant to a registration statement filed under the Securities Act, then the following provisions of this Section 7 shall apply. (ii) The Partnerships shall permit the Purchaser, or cause the Purchaser to be permitted, to sell the same proportionate number of shares of the Common Stock held by the Purchaser as the Partnerships shall sell of the shares of the Common Stock held by the Partnerships, for the same consideration and otherwise on the same terms and conditions to be received by the Partnerships in the Sale of Securities. (iii) The Partnerships shall have the right to request the Purchaser to sell or cause to be sold the number of shares of the Common Stock held by the Purchaser which bears the same proportion to the number of shares of the Common Stock then held by the Purchaser as the number of shares of the Common Stock being sold by the Partnerships bears to the total number of shares of the Common Stock owned by the Partnerships (a "Purchaser Request"). (iv) Upon receipt by the Purchaser of a Purchaser Request, the Purchaser will sell or will cause to be sold the appropriate number of shares of the Common Stock held by the Purchaser for the consideration and otherwise on the same terms and conditions received by the Partnerships. (b) The obligations of the Partnerships under Section 7(a) hereof to afford the Purchaser, or cause the Purchaser to be afforded, the rights referred to therein will be discharged if the Purchaser is given written notice which allows the Purchaser ten business days to exercise such rights (by written reply addressed to such person as may be designated in the notice, and if requested in such notice, sent by certified mail, return receipt requested), and within such ten business day period the Purchaser has not given notice of exercise of such rights. (c) All rights and obligations created by this Section 7 shall terminate upon the earlier to occur of (i) the written agreement of the parties hereto, or (ii) the Termination Event.
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Come Along/Take Along. If the Other Partners fail to accept a First Refusal Offer with respect to all of the Interest specified therein within the period provided in Section 8.3.2 the Offer shall nevertheless be subject to the Other Partners' right (a "TAKE-ALONG RIGHT") to cause the Offer to be conditioned on the Transferee's purchase of all (but not less than all) of the Other Partner's(s') Interest(s) upon the same terms set forth in the Offer; PROVIDED, HOWEVER, that the Other Partners shall have the right to elect to receive cash equal to the fair market value of any non-cash consideration. An Other Partner may exercise its Take-Along Right by giving written notice of acceptance to the Selling Partner, the Manager and the proposed Transferee not later than 15 days after delivery of the First Refusal offer. The notice of exercise shall specify whether the Other Partner elects to receive all cash consideration. If an Other Partner fails to exercise its Take-Along Right within the required period, it shall be deemed to have waived such right. If the Other Purchaser exercises its Take-Along Right, any closing of the Transfer shall take place within the period specified in Section 8.3.4.
Sample 1

Related to Come Along/Take Along

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  • Stockholder Services (i) Manage services for and communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; (ii) Oversee the performance of the transfer agent and registrar; (iii) Establish technology infrastructure to assist in providing Stockholder support and service; and (iv) Consistent with Section 3.01, the Advisor shall perform the various subscription processing services reasonably necessary for the admission of new Stockholders.

  • Shareholder Servicing All expenses of maintaining and servicing shareholder accounts, including but not limited to the charges of any shareholder servicing agent, dividend disbursing agent, transfer agent or other agent engaged by the Trust to service shareholder accounts.

  • Freedom to Trade in Company Securities The Rights Agent and any stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity.

  • FRAMEWORK AGREEMENT MANAGEMENT The Parties shall manage this Framework Agreement in accordance with Schedule 14 (Framework Management).

  • citizens abroad Unless the circumstances described in the parenthetical in paragraph 1 above are applicable, either (a) at the time the buy order was originated, the buyer was outside the United States or we and any person acting on our behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market, and neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States.

  • Collective Bargaining Agreement The term “

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