Common use of Notification of Proposed Transfer Clause in Contracts

Notification of Proposed Transfer. The Majority Member shall exercise its Bring-Along Right by sending written notice of the exercise of the Bring-Along Right to each of the other Members. Such notice shall set forth: (i) the name and address of the proposed transferee and the proposed amount and form of consideration to be paid by the proposed transferee and (ii) the terms and conditions of such transaction. Such notice shall be accompanied by copies of all documents required to be executed by the Members in connection with such transaction. Within 10 days following receipt of the notice, each of the other Members shall deliver to a representative of the Majority Member, designated in the notice, instruments (or other appropriate documents necessary to transfer the Designated Interest) representing the Designated Interest held by such Member, duly endorsed, together with fully executed copies of all other documents required to be executed in connection with such transactions, including (if requested) customary legal opinions from the counsel to such Member. In the event that a Member should fail to deliver such instruments to the Majority Member, the Company shall cause its books and records to show that such Designated Interest is bound by the provisions of this Section 12.10(b) and that such Designated Interest shall be transferred only to the third party purchaser upon surrender for transfer by the holder thereof. If requested by the Majority Member, each Member shall also cause a representative that is duly authorized to execute documents and to act on behalf of such Member to attend the closing of the transaction and to take such actions as are reasonably requested by the Majority Member.

Notification of Proposed Transfer. The Majority Member shall exercise its Bring-Along Right by sending written notice of the exercise of the Bring-Along Right to each of the other Members. Such notice shall set forth: (i) the name and address of the proposed transferee and the proposed amount and form of consideration to be paid by the proposed transferee and (ii) the terms and conditions of such transaction. Such notice shall be accompanied by copies of all documents required to be executed by the Members in connection with such transaction. Within 10 days following receipt of the notice, each of the other Members shall deliver to a representative of the Majority Member, designated in the notice, instruments (or other appropriate documents necessary to transfer the Designated Interest) representing the Designated Interest held by such Member, duly endorsed, together with fully executed copies of all other documents required to be executed in connection with such transactions, including (if requested) customary legal opinions from the counsel to such Member. In the event that a Member should fail to deliver such instruments to the Majority Member, the Company shall cause its books and records to show that such Designated Interest is bound by the provisions of this Section 12.10(b) and that such Designated Interest shall be transferred only to the third party purchaser upon surrender for transfer by the holder thereof. If requested by the Majority Member, each Member shall also cause a representative that is duly 49 49 authorized to execute documents and to act on behalf of such Member to attend the closing of the transaction and to take such actions as are reasonably requested by the Majority Member.

Notification of Proposed Transfer. The Majority Member Transferring Shareholders shall exercise its their Bring-Along Right by sending written notice of the exercise of the Bring-Along Right to each of the other MembersStockholders. Such notice shall set forth: (i) the name and address of the proposed transferee and the proposed amount and form of consideration per Share to be paid by the proposed transferee and (ii) the terms and conditions of such transaction. Such notice shall be accompanied by copies of all documents required to be executed by the Members Stockholders in connection with such transaction. Within 10 days following receipt of the notice, each of the other Members Stockholders shall deliver to a representative of the Majority MemberTransferring Shareholders, designated in the notice, instruments (or other appropriate documents necessary to transfer the Designated Interest) certificates representing the Designated Interest Shares held by such MemberStockholder, duly endorsed, together with fully executed copies of all other documents required to be executed in connection with such transactions, including (if requested) customary legal opinions from the counsel to such MemberStockholder. In the event that a Member Stockholder should fail to deliver such instruments certificates to the Majority MemberTransferring Shareholders, the Company shall cause its books and records to show that such Designated Interest is Shares are bound by the provisions of this Section 12.10(b) 2.02 and that such Designated Interest Shares shall be transferred only to the third party purchaser upon surrender for transfer by the holder thereof. If requested by the Majority MemberTransferring Shareholders, each Member Stockholder also shall also cause a representative that is duly authorized to execute documents and to act on behalf of such Member Stockholder to attend the closing of the transaction and to take such actions as are reasonably requested by the Majority MemberTransferring Shareholders.

Notification of Proposed Transfer. The Majority Member Transferring Shareholders shall exercise its their Bring-Along Right by sending written notice of the exercise of the Bring-Along Right to each of the other MembersStockholders. Such notice shall set forth: (i) the name and address of the proposed transferee and the proposed amount and form of consideration per Share to be paid by the proposed transferee and (ii) the terms and conditions of such transaction. Such notice shall be accompanied by copies of all documents required to be executed by the Members Stockholders in connection with such transaction. Within 10 days following receipt of the notice, each of the other Members Stockholders shall deliver to a representative of the Majority MemberTransferring Shareholders, designated in the notice, instruments (or other appropriate documents necessary to transfer the Designated Interest) certificates representing the Designated Interest Shares held by such MemberStockholder, duly endorsed, together with fully executed copies of all other documents required to be executed in connection with such transactions, including (if requested) customary legal opinions from the counsel to such MemberStockholder. In the event that a Member Stockholder should fail to deliver such instruments certificates to the Majority MemberTransferring Shareholders, the Company shall cause its books and records to show that such Designated Interest is Shares are bound by the provisions of this Section 12.10(b) 1.02 and that such Designated Interest Shares shall be transferred only to the third party purchaser upon surrender for transfer by the holder thereof. If requested by the Majority MemberTransferring Shareholders, each Member Stockholder also shall also cause a representative that is duly authorized to execute documents and to act on behalf of such Member Stockholder to attend the closing of the transaction and to take such actions as are reasonably requested by the Majority MemberTransferring Shareholders.