Corporation Offer or Change of Control. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to Class A Common Stock (a “Corporation Offer”) is proposed by the Corporation or is proposed to the Corporation or its stockholders and approved by the Board or is otherwise effected or to be effected with the consent or approval of the Board or the Corporation will undergo a Change of Control, the Unitholders shall be permitted to deliver an Exchange Notice (which Exchange Notice shall be effective immediately prior to the consummation of such Corporation Offer or Change of Control (and, for the avoidance of doubt, shall be contingent upon such Corporation Offer or Change of Control and not be effective if such Corporation Offer or Change of Control is not consummated)). In the case of a Corporation Offer proposed by the Corporation, the Corporation will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Unitholders to participate in such Corporation Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination. (b) The Corporation shall send written notice to OpCo and the Unitholders at least thirty (30) days prior to the closing of the transactions contemplated by the Corporation Offer or the Change of Control date notifying them of their rights pursuant to this Section 2.7, and setting forth, in the case of a Corporation Offer, (i) a copy of the written proposal or agreement pursuant to which the Corporation Offer will be effected, (ii) the consideration payable in connection therewith, (iii) the terms and conditions of transfer and payment and (iv) the date and location of and procedures for selling Units, or in the case of a Change of Control, (A) a description of the event constituting the Change of Control, (B) the date of the Change of Control, and (C) a copy of any written proposals or agreement relating thereto. In the event that the information set forth in such notice changes from that set forth in the initial notice, a subsequent notice shall be delivered by the Corporation no less than seven (7) days prior to the closing of the Corporation Offer or date of the Change of Control.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Hagerty, Inc.), Exchange Agreement (Hagerty, Inc.), Exchange Agreement (Hagerty, Inc.)
Corporation Offer or Change of Control. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to Class A Common Stock Ordinary Shares (a “Corporation Offer”) is proposed by the Corporation or is proposed to the Corporation or its stockholders and approved by the Board shareholders or is otherwise effected or to be effected with the consent or approval of the Board Corporation, or the Corporation will undergo a Change of Control, the Unitholders Shareholders shall be permitted to deliver an Exchange Notice (which Exchange Notice shall be effective immediately prior to the consummation of such Corporation Offer or Change of Control (and, for the avoidance of doubt, shall be contingent upon such Corporation Offer or Change of Control and not be effective if such Corporation Offer or Change of Control is not consummated)). In the case of a Corporation Offer proposed by the Corporation, the Corporation will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Unitholders Shareholders to participate in such Corporation Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock Ordinary Shares without discrimination.
(b) The Corporation shall send written notice to OpCo and the Unitholders Shareholders at least thirty (30) 30 days prior to the closing of the transactions contemplated by the Corporation Offer or the Change of Control date notifying them of their rights pursuant to this Section SECTION 2.7, and setting forth, in the case of a Corporation Offer, (i) a copy of the written proposal or agreement pursuant to which the Corporation Offer will be effected, (ii) the consideration payable in connection therewith, (iii) the terms and conditions of transfer and payment and (iv) the date and location of and procedures for selling UnitsSub Shares, or in the case of a Change of Control, (A) a description of the event constituting the Change of Control, (B) the date of the Change of Control, and (C) a copy of any written proposals or agreement relating thereto. In the event that the information set forth in such notice changes from that set forth in the initial notice, a subsequent notice shall be delivered by the Corporation no less than seven (7) days prior to the closing of the Corporation Offer or date of the Change of Control.
Appears in 4 contracts
Samples: Exchange Agreement (Aeries Technology, Inc.), Exchange Agreement (Aeries Technology, Inc.), Business Combination Agreement (Worldwide Webb Acquisition Corp.)
Corporation Offer or Change of Control. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to the shares of Class A Common Stock and Class C Common Stock (a “Corporation Offer”) is proposed by the Corporation Managing Member or is proposed to the Corporation Managing Member or its stockholders and approved by the Board or is otherwise effected or to be effected with the consent or approval of the Board or the Corporation Managing Member will undergo a Change of Control, the Unitholders Holders shall be permitted to deliver an Exchange Notice (which Exchange Notice shall be effective immediately prior to the consummation of such Corporation Offer or Change of Control (and, for the avoidance of doubt, shall be contingent upon such Corporation Offer or Change of Control and not be effective if such Corporation Offer or Change of Control is not consummated)). In the case of a Corporation Offer proposed by the CorporationManaging Member, the Corporation will Managing Member shall use its reasonable best efforts to expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Unitholders Holders to participate in such Corporation Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock or Class C Common Stock without discrimination.
(b) The Corporation Managing Member shall send written notice to OpCo the Company and the Unitholders Holders at least thirty (30) 30 days prior to the closing of the transactions contemplated by the any Corporation Offer or the date of Change of Control date notifying them of their rights pursuant to this Section 2.7, 11.07 and setting forth, forth (i) in the case of a Corporation Offer, (iA) a copy of the written proposal or agreement pursuant to which the such Corporation Offer will be effected, (iiB) the consideration payable in connection therewith, (iiiC) the terms and conditions of transfer and payment and (ivD) the date and location of and procedures for selling Units, Units or (ii) in the case of a Change of Control, (A) a description of the event constituting the such Change of Control, (B) the date of the such Change of Control, Control and (C) a copy of any written proposals or agreement relating thereto. In the event that the information set forth in such notice changes from that set forth in the initial notice, a subsequent notice shall be delivered by the Corporation Managing Member no less than seven (7) days prior to the closing of the Corporation Offer or date of the Change of Control.
Appears in 1 contract
Samples: Limited Liability Company Agreement (OPAL Fuels Inc.)
Corporation Offer or Change of Control. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to the shares of Class A Common Stock (a “Corporation Offer”) is proposed by the Corporation Managing Member or is proposed to the Corporation Managing Member or its stockholders and approved by the Board or is otherwise effected or to be effected with the consent or approval of the Board or the Corporation Managing Member will undergo a Change of Control, the Unitholders Holders shall be permitted to deliver an Exchange Notice (which Exchange Notice shall be effective immediately prior to the consummation of such Corporation Offer or Change of Control (and, for the avoidance of doubt, shall be contingent upon such Corporation Offer or Change of Control and not be effective if such Corporation Offer or Change of Control is not consummated)). In the case of a Corporation Offer proposed by the CorporationManaging Member, the Corporation will Managing Member shall use its reasonable best efforts to expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Unitholders Holders to participate in such Corporation Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination.
(b) The Corporation Managing Member shall send written notice to OpCo the Company and the Unitholders Holders at least thirty (30) days prior to the closing of the transactions contemplated by the any Corporation Offer or the date of Change of Control date notifying them of their rights pursuant to this Section 2.7, 11.07 and setting forth, forth (i) in the case of a Corporation Offer, (iA) a copy of the written proposal or agreement pursuant to which the such Corporation Offer will be effected, (iiB) the consideration payable in connection therewith, (iiiC) the terms and conditions of transfer and payment and (ivD) the date and location of and procedures for selling Units, Units or (ii) in the case of a Change of Control, (A) a description of the event constituting the such Change of Control, (B) the date of the such Change of Control, Control and (C) a copy of any written proposals or agreement relating thereto. In the event that the information set forth in such notice changes from that set forth in the initial notice, a subsequent notice shall be delivered by the Corporation Managing Member no less than seven (7) days prior to the closing of the Corporation Offer or date of the Change of Control.
Appears in 1 contract
Samples: Business Combination Agreement (Spree Acquisition Corp. 1 LTD)
Corporation Offer or Change of Control. (a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to the shares of Class A Common Stock and Class C Common Stock (a “Corporation Offer”) is proposed by the Corporation Managing Member or is proposed to the Corporation Managing Member or its stockholders and approved by the Board or is otherwise effected or to be effected with the consent or approval of the Board or the Corporation Managing Member will undergo a Change of Control, the Unitholders Holders shall be permitted to deliver an Exchange Notice (which Exchange Notice shall be effective immediately prior to the consummation of such Corporation Offer or Change of Control (and, for the avoidance of doubt, shall be contingent upon such Corporation Offer or Change of Control and not be effective if such Corporation Offer or Change of Control is not consummated)). In the case of a Corporation Offer proposed by the CorporationManaging Member, the Corporation will Managing Member shall use its reasonable best efforts to expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Unitholders Holders to participate in such Corporation Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock or Class C Common Stock without discrimination.
(b) The Corporation Managing Member shall send written notice to OpCo the Company and the Unitholders Holders at least thirty (30) 30 days prior to the closing of the transactions contemplated by the any Corporation Offer or the date of Change of Control date notifying them of their rights pursuant to this Section 2.7, 11.07 and setting forth, forth (i) in the case of a Corporation Offer, (iA) a copy of the written proposal or agreement pursuant to which the such Corporation Offer will be effected, (iiB) the consideration payable in connection therewith, (iiiC) the terms and conditions of transfer and payment and (ivD) the date and location of and procedures for selling Units, Units or (B) in the case of a Change of Control, (A) a description of the event constituting the such Change of Control, (B) the date of the such Change of Control, Control and (C) a copy of any written proposals or agreement relating thereto. In the event that the information set forth in such notice changes from that set forth in the initial notice, a subsequent notice shall be delivered by the Corporation Managing Member no less than seven (7) days prior to the closing of the Corporation Offer or date of the Change of Control.
Appears in 1 contract
Samples: Business Combination Agreement (ArcLight Clean Transition Corp. II)