Come Along/Take Along Sample Clauses

Come Along/Take Along. ("Abbingdon-II"), Abbingdon Venture Partners Limited Partnership-III, a Delaware limited partnership ("Abbingdon-III"), and Business Development Capital Limited 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.
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Come Along/Take Along. 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.
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Come Along/Take Along. (a) (i) In the event that Business Development Capital Limited Partnership-III, a Massachusetts limited partnership ("BDC-III"), Abbingdon Venture Partners Limited Partnership, a Connecticut limited partnership ("Abbingdon-I"), Abbingdon Venture Partners Limited Partnership-II, a Delaware limited partnership ("Abbingdon-II") and Abbingdon Venture Partners Limited Partnership-III, a Delaware limited partnership ( "Abbingdon-III" and together with BDC-III, Abbingdon-I and Abbingdon-II, 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 8 8 cash pursuant to a registration statement filed under the Securities Act, then the following provisions of this Section 7 shall apply.
Sample 1
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
Come Along/Take Along. (a) (i) In the event that Abbingdon Venture Partners Limited Partnership, a Connecticut limited partnership ("Abbingdon-I"), Abbingdon Venture Partners Limited Partnership-II, a Delaware limited partnership ("Abbingdon-II") and Abbingdon Venture Partners Limited Partnership-III, a Delaware limited partnership ("Abbingdon-III" and together with Abbingdon-I and Abbingdon-II, 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.
Sample 1
Come Along/Take Along cash pursuant to a registration statement filed under the Securities Act, then the following provisions of this Section 7 shall apply.
Sample 1

Related to Come Along/Take Along

  • Shareholder Services Transfer Agent or its agent will investigate all inquiries from Shareholders of a Fund relating to Shareholder accounts and will respond to all communications from Shareholders and others relating to its duties hereunder and such other correspondence as may from time to time be mutually agreed upon between Transfer Agent and a Fund. Transfer Agent shall provide each Fund with reports concerning Shareholder inquires and the responses thereto by Transfer Agent, in such form and at such times as are agreed to by the Fund and Transfer Agent.

  • Headquarters The worldwide corporate headquarters and principal office of the Company shall be at such place as the Board may designate from time to time. From and after the Closing Date, until changed by action of the Board, the worldwide corporate headquarters and principal office of the Company will be located at the Company’s current headquarters in Sturtevant, Wisconsin, U.S.A.

  • Stockholder Services (i) Manage services for and communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications;

  • 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.

  • citizens abroad 2. 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 9 Company................................................................. 9 Competitor.............................................................. 9 Component............................................................... 9

  • Country Club Membership Employer agrees to reimburse Executive for reasonable country club membership dues, in accordance with Employer’s policy.

  • Agreement to Provide Services Xxxxxxx Sachs hereby engages the Contract Underwriter, and the Contract Underwriter hereby agrees, to provide the following Services: (a) establish and maintain (or assist the Company in establishing and maintaining) relationships with owners of Contracts who are its customers or customers of other broker-dealers with whom it has entered into agreements to sell the Contracts (“Selling Dealers”); (b) provide Contract owners with “personal services” (within the meaning of NASD Conduct Rule 2830(b)(9)); (c) assist in the preparation of advertisements and other sales literature for the Contracts that describes or discusses the Funds; (d) provide sales compensation to representatives of the Contract Underwriter; (e) pay money to Selling Dealers for any of the foregoing purposes; and (f) perform any additional services primarily intended to result in the distribution of the Contracts and the sale of the Service Shares to the Company.

  • Collective Bargaining Agreements The Company is not a party to any collective bargaining agreements with any unions, guilds, shop committees or other collective bargaining groups.

  • Agreement not to Participate in Company’s Competitors During Executive’s employment with the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business, or prospects, financial or otherwise, or in any company, person, or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates (as defined below). Ownership by Executive, in professionally managed funds over which the Executive does not have control or discretion in investment decisions, or as a passive investment, of less than two percent (2%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute a breach of this Section. For purposes of this Agreement, “Affiliate,” means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity.

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