Common use of Irrevocable Offer Clause in Contracts

Irrevocable Offer. The offer of each Selling Member contained in such Selling Member’s Tag-Along Notice shall be irrevocable, and, to the extent such offer is accepted, such Selling Member shall be bound and obligated to Transfer in the proposed Sale on the same terms and conditions, as the Initiating Seller, up to such amount of Units as such Selling Member shall have specified in such Selling Members Tag-Along Notice; provided, however, that (a) if the principal terms of the proposed Sale change with the result that the per Unit purchase price shall be less than the minimum per Unit purchase price set forth in the Notice of Proposed Sale to Members or the other principal terms shall be materially less favorable to the Initiating Seller and the Selling Members than those set forth in the Notice of Proposed Sale to Members, each Selling Member shall be permitted to withdraw the offer contained in such Selling Members Tag-Along Notice and shall be released from such Selling Member’s obligations thereunder, (b) the Selling Members shall be obligated to sell only the Sale Percentage of total Units of each Class held by the Selling Members equal to the percentage of total Units of such Class being sold by the Initiating Seller and (c) if at the end of the 180th day following the date of the effectiveness of the Notice of Proposed Sale (or for such longer period of time as may be required to obtain any final regulatory approvals, which the Initiating Seller agrees to use its reasonable best efforts to obtain) the Initiating Seller has not completed the proposed Sale, each Selling Member shall be released from the obligations under such Member’s respective Tag-Along Notice, any related Notice of Proposed Sale shall be null and void, and it shall be necessary for separate such notice to be furnished, and the terms and provisions of this Section 12.2 separately complied with, in order to consummate such Sale pursuant to this Section 12.2.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (National Beef Packing Co LLC), Limited Liability Company Agreement (National Beef Packing Co LLC), Limited Liability Company Agreement (Nb Finance Corp)

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Irrevocable Offer. The offer of each Selling Member contained in such Selling Member’s Tag-Along Notice shall be irrevocable, and, to the extent such offer is accepted, such Selling Member shall be bound and obligated to Transfer in the proposed Sale on the same terms and conditions, as the Initiating Seller, up to such amount of Units as such Selling Member shall have specified in such Selling Members Tag-Along Notice; provided, however, that (a) if the principal terms of the proposed Sale change with the result that the per Unit purchase price shall be less than the minimum per Unit purchase price set forth in the Notice of Proposed Sale to Members or the other principal terms shall be materially less favorable to the Initiating Seller and the Selling Members than those set forth in the Notice of Proposed Sale to Members, each Selling Member shall be permitted to withdraw the offer contained in such Selling Members Tag-Along Notice and shall be released from such Selling Member’s obligations thereunder, (b) the Selling Members shall be obligated to sell only the Sale Percentage of total Units of each Class held by the Selling Members equal to the percentage of total Units of such Class being sold by the Initiating Seller and (c) if at the end of the 180th day following the date of the effectiveness of the Notice of Proposed Sale (or for such longer period of time as may be required to obtain any final regulatory approvals, which the Initiating Seller agrees to use its commercially reasonable best efforts to obtain) the Initiating Seller has not completed the proposed Sale, each Selling Member shall be released from the obligations under such Member’s respective Tag-Along Notice, any related Notice of Proposed Sale shall be null and void, and it shall be necessary for separate such notice to be furnished, and the terms and provisions of this Section 12.2 separately complied with, in order to consummate such Sale pursuant to this Section 12.2.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Leucadia National Corp), Limited Liability Company Agreement (National Beef Packing Co LLC)

Irrevocable Offer. The offer of each Selling Member contained in such Selling Member’s Tag-Along Notice shall be irrevocable, and, to the extent such offer is accepted, such Selling Member shall be bound and obligated to Transfer in the proposed Tag-Along Sale on the same terms and conditions, as the Initiating Seller, up to such amount of Units as such Selling Member shall have specified in such Selling Members Tag-Along Notice; provided, however, that (a) if the principal terms of the proposed Sale sale change with the result that the per Unit purchase price shall be less than the minimum per Unit purchase price set forth in the Notice of Proposed Sale to Members or the other principal terms shall be materially less favorable to the Initiating Seller and the Selling Members than those set forth in the Notice of Proposed Sale to Members, each Selling Member shall be permitted to withdraw the offer contained in such Selling Members Tag-Tag- Along Notice and shall be released from such Selling Member’s obligations thereunder, and (b) the Selling Members shall be obligated to sell only the Sale Percentage of total Units of each Class held by the Selling Members equal to the percentage of total Units of such Class being sold by the Initiating Seller and (c) if at the end of the 180th day following the date of the effectiveness of the Notice of Proposed Sale (or for such longer period of time as may be required to obtain any final regulatory approvals, which the Initiating Seller agrees to use its commercially reasonable best efforts to obtain) the Initiating Seller has not completed the proposed Tag-Along Sale, each Selling Member shall be released from the obligations under such Member’s respective Tag-Along Notice, any related Notice of Proposed Sale shall be null and void, and it shall be necessary for separate such notice to be furnished, and the terms and provisions of this Section 12.2 12.3 separately complied with, in order to consummate such Tag-Along Sale pursuant to this Section 12.212.3.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Jefferies Financial Group Inc.)

Irrevocable Offer. The offer of each Selling Member contained in such Selling Member’s Tag-Along Notice shall be irrevocable, and, to the extent such offer is accepted, such Selling Member shall be bound and obligated to Transfer in the proposed Sale on the same terms and conditions, as the Initiating Seller, up to such amount of Units as such Selling Member shall have specified in such Selling Members Tag-Along Notice; provided, however, that (a) if the principal terms of the proposed Sale change with the result that the per Unit purchase price shall be less than the minimum per Unit purchase price set forth in the Notice of Proposed Sale to Members or the other principal terms shall be materially less favorable to the Initiating Seller and the Selling Members than those set forth in the Notice of Proposed Sale to Members, each Selling Member shall be permitted to withdraw the offer contained in such Selling Members Tag-Along Notice and shall be released from such Selling Member’s obligations thereunder, (b) the Selling Members shall be obligated to sell only the Sale Percentage of total Units of each Class held by the Selling Members equal to the percentage of total Units of such Class being sold by the Initiating Seller and (c) if at the end of the 180th day following the date of the effectiveness of the Notice of Proposed Sale (or for such longer period of time as may be required to obtain any final regulatory approvals, which the Initiating Seller agrees to use its commercially reasonable best efforts to obtain) the Initiating Seller has not completed the proposed Sale, each Selling Member shall be released from the obligations under such Member’s respective Tag-Along Notice, any related Notice of Proposed Sale shall be null and void, and it shall be necessary for separate such notice to be furnished, and the terms and provisions of this Section 12.2 separately to be complied with, in order to consummate such Sale pursuant to this Section 12.2.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Golden Queen Mining Co LTD)

Irrevocable Offer. The offer of each Selling Member Participating Seller contained in such Selling Member’s Tag-his Tag Along Notice Offer shall be irrevocable, and, to the extent such offer is accepted, such Selling Member Participating Seller shall be bound and obligated to Transfer Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 3.3.3), as the Initiating SellerProspective Selling Shareholders, up to such amount number of Units Shares as such Selling Member Participating Seller shall have specified in such Selling Members Tag-Participating Seller's Tag Along NoticeOffer; provided, however, that (a) if the principal terms of the proposed Sale change with the result that the per Unit purchase share price shall be less than 98% of the minimum per Unit purchase share price set forth in the Tag Along Notice of Proposed Sale to Members or the other principal terms shall be materially less favorable favorable, in any material respect, to the Initiating Seller and the Selling Members Tag Along Sellers than those set forth in the Notice of Proposed Sale to MembersTag Along Notice, each Selling Member Participating Seller shall be permitted to withdraw the offer contained in such Selling Members Tag-his Tag Along Notice Offer and shall be released from such Selling Member’s Participating Seller's obligations thereunder, so long as the Prospective Selling Shareholders shall comply with the provisions of Section 2, and (b) the Selling Members shall be obligated to sell only the Sale Percentage of total Units of each Class held by the Selling Members equal to the percentage of total Units of such Class being sold by the Initiating Seller and (c) if if, at the end of the 180th 90th day following the date of the effectiveness of the Notice of Proposed Sale (or for such longer period of time as may be required to obtain any final regulatory approvalsTag Along Notice, which the Initiating Seller agrees to use its reasonable best efforts to obtain) the Initiating Seller has Prospective Selling Shareholders have not completed the proposed Sale, each Selling Member Participating Seller shall be released from the such Participating Seller's obligations under such Member’s respective Tag-his Tag Along NoticeOffer, any related the Tag Along Notice of Proposed Sale shall be null and void, and it shall be necessary for a separate such notice Tag Along Notice to be furnished, and the terms and provisions of this Section 12.2 3 separately complied with, in order to consummate such proposed Sale pursuant to this Section 12.23, unless the failure to complete such Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 3.

Appears in 1 contract

Samples: Shareholders Agreement (Southern Bottled Water Co Inc)

Irrevocable Offer. The offer of each Selling Member Tag Along Participating Seller contained in such Selling Memberholder’s Tag-Tag Along Notice Election shall be irrevocable, and, to the extent irrevocable and such offer is accepted, such Selling Member Tag Along Participating Seller shall be bound and obligated to Transfer in the proposed Sale Transfer on the same terms and conditions, with respect to each Share Sold (subject to Section 4.1.7), as the Initiating SellerParent, up to such amount number of Units Vested Shares 766835.02-New York Server 5A - MSW as such Selling Member Tag Along Participating Seller shall have specified in such Selling Members Tag-holder’s Tag Along NoticeElection; provided, howeverthat if prior to consummation, that (a) if the principal terms of the proposed Sale Transfer shall change with the result that the per Unit purchase Share price to be paid in such proposed Transfer shall be less than the minimum per Unit purchase Share price set forth in the Tag Along Notice of Proposed Sale to Members or the other principal terms of such proposed Transfer shall be materially less favorable to the Initiating Seller and the Selling Members Tag Along Sellers than those set forth in the Notice of Proposed Sale to Members, each Selling Member shall be permitted to withdraw the offer contained in such Selling Members Tag-Along Notice and shall be released from such Selling Member’s obligations thereunder, (b) the Selling Members shall be obligated to sell only the Sale Percentage of total Units of each Class held by the Selling Members equal to the percentage of total Units of such Class being sold by the Initiating Seller and (c) if at the end of the 180th day following the date of the effectiveness of the Notice of Proposed Sale (or for such longer period of time as may be required to obtain any final regulatory approvals, which the Initiating Seller agrees to use its reasonable best efforts to obtain) the Initiating Seller has not completed the proposed Sale, each Selling Member shall be released from the obligations under such Member’s respective Tag-Tag Along Notice, any related the Tag Along Notice of Proposed Sale (and the Tag Along Election) shall be null and void, and it shall be necessary for a separate such notice Tag Along Notice to be furnished, and the terms and provisions of this Section 12.2 4.1 separately complied with, in order to consummate such Sale proposed Transfer pursuant to this Section 12.24.1; provided, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be two business days. In addition, if the Tag Along Sellers have not completed the proposed Transfer by the end of the 120th day after the date of delivery of the Tag Along Notice, each Tag Along Participating Seller shall be released from such holder’s obligations under such holder’s Tag Along Election, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Transfer pursuant to this Section 4.1; provided, however, if the failure to complete such proposed Transfer resulted directly from any failure by any Tag Along Participating Seller to comply with the terms of this Section 4.1, such breaching Tag Along Participating Seller (but for the avoidance of doubt, not any other Tag Along Participating Seller) shall have waived its rights to receive the subsequent Tag Along Notice relating to the substantially similar transaction.

Appears in 1 contract

Samples: Management Stockholders Agreement (SSI Investments II LTD)

Irrevocable Offer. The offer of each Selling Member Participating Seller contained in such Selling Member’s Tag-his Tag Along Notice Offer shall be irrevocable, and, to the extent such offer is accepted, such Selling Member Participating Seller shall be bound and obligated to Transfer Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 3.3.3), as the Initiating SellerProspective Selling Shareholders, up to such amount number of Units Shares as such Selling Member Participating Seller shall have specified in such Selling Members Tag-Participating Seller's Tag Along NoticeOffer; provided, however, that (a) if the principal terms of the proposed Sale change with the result that the per Unit purchase share price shall be less than 95% of the minimum per Unit purchase share price set forth in the Tag Along Notice of Proposed Sale to Members or the other principal terms shall be materially less favorable favorable, in any material respect, to the Initiating Seller and the Selling Members Tag Along Sellers than those set forth in the Notice of Proposed Sale to MembersTag Along Notice, each Selling Member Participating Seller shall be permitted to withdraw the offer contained in such Selling Members Tag-his Tag Along Notice Offer and shall be released from such Selling Member’s Participating Seller's obligations thereunder, and the Prospective Selling Shareholders shall comply with the provisions of Section 2, and (b) the Selling Members shall be obligated to sell only the Sale Percentage of total Units of each Class held by the Selling Members equal to the percentage of total Units of such Class being sold by the Initiating Seller and (c) if if, at the end of the 180th day following the date of the effectiveness of the Notice of Proposed Sale (or for such longer period of time as may be required to obtain any final regulatory approvalsTag Along Notice, which the Initiating Seller agrees to use its reasonable best efforts to obtain) the Initiating Seller has Prospective Selling Shareholders have not completed the proposed Sale, each Selling Member Participating Seller shall be released from the such Participating Seller's obligations under such Member’s respective Tag-his Tag Along NoticeOffer, any related the Tag Along Notice of Proposed Sale shall be null and void, and it shall be necessary for a separate such notice Tag Along Notice to be furnished, and the terms and provisions of this Section 12.2 3 separately complied with, in order to consummate such proposed Sale pursuant to this Section 12.23, unless the failure to complete such Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 3.

Appears in 1 contract

Samples: Master Equityholders Agreement (Veridian Corp)

Irrevocable Offer. The offer of each Selling Member contained in such Selling Member’s Tag-Along Notice shall be irrevocable, and, to the extent such offer is accepted, such Selling Member shall be bound and obligated to Transfer in the proposed Sale on the same terms and conditions, as the Initiating Seller, up to such amount of Units as such Selling Member shall have specified in such Selling Members Member’s Tag-Along Notice; provided, however, that (a) if the principal terms of the proposed Sale change with the result that the per Unit purchase price shall be less than the minimum per Unit purchase price set forth in the Notice of Proposed Sale to Founding Members or the other principal terms shall be materially less favorable to the Initiating Seller and the Selling Members than those set forth in the Notice of Proposed Sale to Founding Members, each Selling Member shall be permitted to withdraw the offer contained in such Selling Members Member’s Tag-Along Notice and shall be released from such Selling Member’s obligations thereunder, (b) the Selling Members shall be obligated to sell only the Sale Percentage of total Units of each Class held by the Selling Members equal to the percentage of total Units of such Class being sold by the Initiating Seller and (c) if at the end of the 180th day following the date of the effectiveness of the Notice of Proposed Sale (or for such longer period of time as may be required to obtain any final regulatory approvals, which the Initiating Seller agrees to use its reasonable best efforts to obtain) the Initiating Seller has not completed the proposed Sale, each Selling Member shall be released from the obligations under such Member’s respective Tag-Along Notice, any related Notice of Proposed Sale shall be null and void, and it shall be necessary for separate such notice to be furnished, and the terms and provisions of this Section 12.2 12.3 separately complied with, in order to consummate such Sale pursuant to this Section 12.212.3.

Appears in 1 contract

Samples: Limited Liability Company Agreement (National Beef, Inc.)

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Irrevocable Offer. The offer of each Selling Member Participating Seller contained in such Selling Member’s Tag-his Tag Along Notice Offer shall be irrevocable, and, to the extent such offer is accepted, such Selling Member Participating Seller shall be bound and obligated to Transfer sell in the proposed Sale on the same terms and conditionsconditions as set forth in such offer, with respect to each Share sold, as the Initiating SellerTransferor, up to such amount number of Units Shares as such Selling Member Participating Seller shall have specified in such Selling Members Tag-his Tag Along NoticeOffer; provided, however, that (a) if the Initiating Transferors are unable to obtain the inclusion of at least 50% of the Shares any Participating Seller desires to include in the proposed Sale, such Participating Seller shall be permitted to withdraw the offer contained in his Tag Along Offer and shall be released from his obligations thereunder, (b) if the principal terms of the proposed Sale change with the result that the per Unit purchase Share price shall be less than the minimum per Unit purchase Share price set forth in the Tag Along Notice of Proposed Sale to Members or the other principal terms shall be materially less favorable to the Initiating Seller Transferors and the Selling Members Participating Sellers than those set forth in the Notice of Proposed Sale to MembersTag Along Notice, each Selling Member Participating Seller shall be permitted to withdraw the offer contained in such Selling Members Tag-his Tag Along Notice Offer and shall be released from such Selling Member’s his obligations thereunder, (b) the Selling Members shall be obligated to sell only the Sale Percentage of total Units of each Class held by the Selling Members equal to the percentage of total Units of such Class being sold by the Initiating Seller thereunder and (c) if at the end of the 180th 90th day following the date of the effectiveness of the Tag Along Notice of Proposed Sale (or for such longer period of time as may be required to obtain any final regulatory approvals, which the Initiating Seller agrees to use its reasonable best efforts to obtain) the Initiating Seller has Transferor have not completed the proposed Sale, each Selling Member Participating Seller shall be released from the his obligations under such Member’s respective Tag-his Tag Along NoticeOffer, any related the Tag Along Notice of Proposed Sale shall be null and void, and it shall be necessary for a separate such notice Tag Along Notice to be furnished, and the terms and provisions of this Section 12.2 3.1 separately complied with, in order to consummate such Sale pursuant to this Section 12.23.1.

Appears in 1 contract

Samples: Shareholders Agreement (Miami Cruiseline Services Holdings I B V)

Irrevocable Offer. The offer of each Selling Member contained in such Selling Member’s 's Tag-Along Notice shall be irrevocable, and, to the extent such offer is accepted, such Selling Member shall be bound and obligated to Transfer in the proposed Tag-Along Sale on the same terms and conditions, as the Initiating Seller, up to such amount of Units as such Selling Member shall have specified in such Selling Members Tag-Along Notice; provided, however, that (a) if the principal terms of the proposed Sale sale change with the result that the per Unit purchase price shall be less than the minimum per Unit purchase price set forth in the Notice of Proposed Sale to Members or the other principal terms shall be materially less favorable to the Initiating Seller and the Selling Members than those set forth in the Notice of Proposed Sale to Members, each Selling Member shall be permitted to withdraw the offer contained in such Selling Members Tag-Along Notice and shall be released from such Selling Member’s 's obligations thereunder, and (b) the Selling Members shall be obligated to sell only the Sale Percentage of total Units of each Class held by the Selling Members equal to the percentage of total Units of such Class being sold by the Initiating Seller and (c) if at the end of the 180th day following the date of the effectiveness of the Notice of Proposed Sale (or for such longer period of time as may be required to obtain any final regulatory approvals, which the Initiating Seller agrees to use its commercially reasonable best efforts to obtain) the Initiating Seller has not completed the proposed Tag-Along Sale, each Selling Member shall be released from the obligations under such Member’s 's respective Tag-Along Notice, any related Notice of Proposed Sale shall be null and void, and it shall be necessary for separate such notice to be furnished, and the terms and provisions of this Section 12.2 12.3 separately complied with, in order to consummate such Tag-Along Sale pursuant to this Section 12.212.3.

Appears in 1 contract

Samples: Limited Liability Company Agreement (U. S. Premium Beef, LLC)

Irrevocable Offer. The offer of each Selling Member contained in such Selling Member’s Tag-Along Notice shall be irrevocable, and, to the extent such offer is accepted, such Selling Member shall be bound and obligated to Transfer in the proposed Sale on the same terms and conditions, as the Initiating Seller, up to such amount of Units as such Selling Member shall have specified in such Selling Members Tag-Along Notice; provided, however, that (a) if the principal terms In consideration of the proposed Sale change with Irrevocable Offer remaining valid until the result that Offer Termination Date, if (x)(i) the per Unit purchase price shall be less than the minimum per Unit purchase price condition set forth in Section 10.1(f) shall have been satisfied or (ii) the Notice of Proposed Sale to Members or the other principal terms shall be materially less favorable to the Initiating Seller and the Selling Members than those condition set forth in Section 10.1(f) shall not have been satisfied on account of an act or omission of a Visteon Sale Entity and the Notice act or omission of Proposed the Visteon Sale Entity shall not have resulted from Buyer’s failure to Memberscooperate (i.e., each Selling Member to provide necessary information or to attend a meeting with the employee representative bodies to which it is invited) in the consultative process with employee representative bodies and (y) VEUH does not accept the Irrevocable Offer on or prior to the Offer Termination Date in accordance with the terms thereof, then Seller shall pay or cause to be permitted paid to withdraw Buyer as liquidated damages Seven Million Five Hundred Thousand Dollars ($7,500,000) (the offer contained “Offer Liquidated Damages”) in such Selling Members Tagcash by wire transfer of same-Along Notice and shall be released from such Selling Member’s obligations thereunder, day funds to one or more accounts designated by Buyer within three (b3) Business Days of the Selling Members shall be obligated Offer Termination Date. The Parties hereto expressly acknowledge that the right to sell only receive the Sale Percentage Offer Liquidated Damages is an integral part of total Units of each Class held the transactions contemplated by the Selling Members equal Irrevocable Offer, and that without such right, Buyer would not have submitted the Irrevocable Offer. If Seller fails to pay, or cause to be paid to Buyer, the percentage Offer Liquidated Damages within three (3) Business Days after the Offer Termination Date, then Seller shall pay Buyer interest on the Offer Liquidated Damages at the Prime Rate in effect on the date such payment was required to be made through the date such payment was actually received. For the avoidance of total Units doubt, nothing herein shall limit the ability of Buyer, following receipt of the Offer Liquidated Damages, to waive the condition set forth in Section 10.2(n) as permitted by Section 10.3, and Seller shall not have the right to terminate this Agreement under Section 17.1 as a result of Buyer’s receipt of such Class being sold by Offer Liquidated Damages or otherwise in connection with VEUH’s failure to accept the Initiating Seller and (c) if at the end of the 180th day following the date of the effectiveness of the Notice of Proposed Sale (or for such longer period of time as may be required to obtain any final regulatory approvals, which the Initiating Seller agrees to use its reasonable best efforts to obtain) the Initiating Seller has not completed the proposed Sale, each Selling Member shall be released from the obligations under such Member’s respective Tag-Along Notice, any related Notice of Proposed Sale shall be null and void, and it shall be necessary for separate such notice to be furnished, and the terms and provisions of this Section 12.2 separately complied with, in order to consummate such Sale pursuant to this Section 12.2Irrevocable Offer.

Appears in 1 contract

Samples: Master Purchase Agreement (Visteon Corp)

Irrevocable Offer. The offer of each Selling Member contained in such Selling Member’s Tag-Along Notice shall be irrevocable, and, to the extent such offer is accepted, such Selling Member shall be bound and obligated to Transfer in the proposed Tag-Along Sale on the same terms and conditions, as the Initiating Seller, up to such amount of Units as such Selling Member shall have specified in such Selling Members Tag-Along Notice; provided, however, that (a) if the principal terms of the proposed Sale sale change with the result that the per Unit purchase price shall be less than the minimum per Unit purchase price set forth in the Notice of Proposed Sale to Members or the other principal terms shall be materially less favorable to the Initiating Seller and the Selling Members than those set forth in the Notice of Proposed Sale to Members, each Selling Member shall be permitted to withdraw the offer contained in such Selling Members Tag-Along Notice and shall be released from such Selling Member’s obligations thereunder, and (b) the Selling Members shall be obligated to sell only the Sale Percentage of total Units of each Class held by the Selling Members equal to the percentage of total Units of such Class being sold by the Initiating Seller and (c) if at the end of the 180th day following the date of the effectiveness of the Notice of Proposed Sale (or for such longer period of time as may be required to obtain any final regulatory approvals, which the Initiating Seller agrees to use its commercially reasonable best efforts to obtain) the Initiating Seller has not completed the proposed Tag-Along Sale, each Selling Member shall be released from the obligations under such Member’s respective Tag-Along Notice, any related Notice of Proposed Sale shall be null and void, and it shall be necessary for separate such notice to be furnished, and the terms and provisions of this Section 12.2 12.3 separately complied with, in order to consummate such Tag-Along Sale pursuant to this Section 12.212.3.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Leucadia National Corp)

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