Common use of Notification of Proposed Transfers Clause in Contracts

Notification of Proposed Transfers. In the event of a proposed Transfer subject to this Section 12.10(a), the Majority Member shall notify in writing all Remaining Members of the proposed Transfer. Such notice shall set forth: (i) the name of the proposed transferee and the portion of the Interest that is to be transferred by the Majority Member, (ii) the proposed amount and form of consideration and terms and conditions of payment offered by such proposed transferee, and (iii) that the proposed transferee has been informed of the Tag-Along Right provided for in this Section 12.10(a) and has agreed to purchase additional Interests in accordance with the terms hereof. The Tag-Along Right may be exercised by any Remaining Member by delivery of a written notice to the Company (the "Tag-Along Notice") within 30 days following receipt of the notice specified in the immediately preceding sentence stating that the Remaining Member wishes to participate in such 48 48 transfer to the proposed transferee by including such Remaining Member's Interest (or a portion thereof). The Tag-Along Notice shall also specify, in the event that only a portion of the Majority Member's Interest is being purchased, whether or not the Remaining Member wishes to have any additional portion (up to all) of his Interest purchased if any other Remaining Member does not exercise such Member's Tag-Along Right. In the event that any proposed transferee does not purchase the Interest of the Majority Member or Remaining Member who has exercised such Member's Tag-Along Right on the same terms, consideration (if applicable, on a Percentage Interest basis) and conditions as those set forth in the notice delivered by the Majority Member then the sale by the Majority Member to the proposed transferee shall be void ab initio and of no force and effect, and the Company shall not recognize or give effect to such transfer. Notwithstanding the foregoing, if any Remaining Member shall not exercise its Tag-Along Right provided for herein, the other Remaining Members shall have the right, upon receipt of written confirmation from the Remaining Members not participating in the Tag-Along Right, to include in their respective Tag-Along Notices, and to have purchased by the proposed transferee, an additional Interest equal to each such Member's pro rata portion of the Interest not included in the Tag-Along Right by the non-electing Remaining Member.

Notification of Proposed Transfers. In the event of a proposed Transfer subject to this Section 12.10(a), the Majority Member shall notify in writing all Remaining Members of the proposed Transfer. Such notice shall set forth: (i) the name of the proposed transferee and the portion of the Interest that is to be transferred by the Majority Member, (ii) the proposed amount and form of consideration and terms and conditions of payment offered by such proposed transferee, and (iii) that the proposed transferee has been informed of the Tag-Along Right provided for in this Section 12.10(a) and has agreed to purchase additional Interests in accordance with the terms hereof. The Tag-Along Right may be exercised by any Remaining Member by delivery of a written notice to the Company (the "Tag-Along Notice") within 30 days following receipt of the notice specified in the immediately preceding sentence stating that the Remaining Member wishes to participate in such 48 48 transfer to the proposed transferee by including such Remaining Member's Interest (or a portion thereof). The Tag-Along Notice shall also specify, in the event that only a portion of the Majority Member's Interest is being purchased, whether or not the Remaining Member wishes to have any additional portion (up to all) of his Interest purchased if any other Remaining Member does not exercise such Member's Tag-Along Right. In the event that any proposed transferee does not purchase the Interest of the Majority Member or Remaining Member who has exercised such Member's Tag-Along Right on the same terms, consideration (if applicable, on a Percentage Interest basis) and conditions as those set forth in the notice delivered by the Majority Member then the sale by the Majority Member to the proposed transferee shall be void ab initio and of no force and effect, and the Company shall not recognize or give effect to such transfer. Notwithstanding the foregoing, if any Remaining Member shall not exercise its Tag-Along Right provided for herein, the other Remaining Members shall have the right, upon receipt of written confirmation from the Remaining Members not participating in the Tag-Along Right, to include in their respective Tag-Along Notices, and to have purchased by the proposed transferee, an additional Interest equal to each such Member's pro rata portion of the Interest not included in the Tag-Along Right by the non-electing Remaining Member.

Notification of Proposed Transfers. In the event of a proposed Transfer subject pursuant to this Section 12.10(a)2.01, the Majority Member Transferring Stockholders shall notify in writing all Remaining Members Stockholders of the proposed Transfer. Such notice shall set forth: (i) the name of the proposed transferee Proposed Purchaser and the portion number of the Interest shares of Common Stock that is are to be transferred by the Majority Membertransferred, (ii) the proposed amount and form of consideration and terms and conditions of payment offered by such proposed transferee, and (iii) that the proposed transferee Proposed Purchaser has been informed of the Tag-Along Right provided for in this Section 12.10(a) 2.01 and has agreed to purchase additional Interests Shares in accordance with the terms hereof. The Tag-Along Right may Transferring Stockholders shall include with the notice all documents proposed to be exercised executed by any the Remaining Member by delivery of Stockholders in connection with the proposed Transfer, and shall, to the extent such documents are modified prior to such Transfer, promptly transmit such proposed modification to each Remaining Stockholder who has provided a written notice to the Company (the "Tag-Along Notice") ). The Tag-Along Right may be exercised by any Remaining Stockholder by delivery of the Tag-Along Notice within 30 days following receipt of the notice specified in the immediately preceding sentence stating that the Remaining Member wishes to participate in such 48 48 transfer to the proposed transferee by including such Remaining Member's Interest (or a portion thereof)sentence. The Tag-Along Notice shall also specify, in state the event that only a portion number and class of the Majority MemberStockholder's Interest is being purchased, whether or not Shares that the Remaining Member Stockholder wishes to have any additional portion (up include in such transfer to all) of his Interest purchased if any other Remaining Member does not exercise such Member's Tag-Along Rightthe proposed transferee. In the event that any proposed transferee the Proposed Purchaser does not purchase the Interest of the Majority Member or Remaining Member who has exercised such Member's Tag-Along Right shares on the same terms, consideration (if applicable, on a Percentage Interest basis) terms and conditions as those set forth in the notice delivered by the Majority Member Transferring Stockholders then the sale by the Majority Member Transferring Stockholders to the proposed transferee Proposed Purchaser shall be void ab initio and of no force and effect, and the Company shall not recognize or give effect to such transfer. Notwithstanding the foregoing, if any Remaining Member shall not exercise its Tag-Along Right provided for herein, the other Remaining Members shall have the right, upon receipt of written confirmation from the Remaining Members not participating in the Tag-Along Right, to include in their respective Tag-Along Notices, and to have purchased by the proposed transferee, an additional Interest equal to each such Member's pro rata portion of the Interest not included in the Tag-Along Right by the non-electing Remaining Memberinvalid.

Notification of Proposed Transfers. In the event of a proposed Transfer subject pursuant to this Section 12.10(a)1.01, the Majority Member Transferring Stockholder shall notify in writing all Remaining Members Stockholders of the proposed Transfer. Such notice shall set forth: (i) the name of the proposed transferee Proposed Purchaser and the portion number of the Interest shares of Common Stock that is are to be transferred by the Majority Membertransferred, (ii) the proposed amount and form of consideration and terms and conditions of payment offered by such proposed transferee, and (iii) that the proposed transferee Proposed Purchaser has been informed of the Tag-Along Right provided for in this Section 12.10(a) 1.01 and has agreed to purchase additional Interests Shares in accordance with the terms hereof. The Tag-Along Right may Transferring Stockholders shall include with the notice all documents proposed to be exercised executed by any the Remaining Member by delivery of Stockholders in connection with the proposed Transfer, and shall, to the extent such documents are modified prior to such Transfer, promptly transmit such proposed modification to each Remaining Stockholder who has provided a written notice to the Company (the "Tag-Along Notice") ). The Tag-Along Right may be exercised by any Remaining Stockholder by delivery of the Tag-Along Notice within 30 days following receipt of the notice specified in the immediately preceding sentence stating that the Remaining Member wishes to participate in such 48 48 transfer to the proposed transferee by including such Remaining Member's Interest (or a portion thereof)sentence. The Tag-Along Notice shall also specify, in state the event that only a portion number and class of the Majority MemberStockholder's Interest is being purchased, whether or not Shares that the Remaining Member Stockholder wishes to have any additional portion (up include in such transfer to all) of his Interest purchased if any other Remaining Member does not exercise such Member's Tag-Along Rightthe proposed transferee. In the event that any proposed transferee the Proposed Purchaser does not purchase the Interest of the Majority Member or Remaining Member who has exercised such Member's Tag-Along Right shares on the same terms, consideration (if applicable, on a Percentage Interest basis) terms and conditions as those set forth in the notice delivered by the Majority Member Transferring Stockholders then the sale by the Majority Member Transferring Stockholders to the proposed transferee Proposed Purchaser shall be void ab initio and invalid. The provisions of no force and effect, and the Company this Section 1.01 shall not recognize or give effect apply to any Transfer if the terms of such transfer. Notwithstanding Transfer provide for the foregoing, if any Remaining Member shall not exercise its Tag-Along Right provided for herein, the other Remaining Members shall have the right, upon receipt purchase of written confirmation from the Remaining Members not participating in the Tag-Along Right, to include in their respective Tag-Along Notices, and to have purchased by the proposed transferee, an additional Interest equal to each such Member's pro rata portion all of the Interest not included in then-outstanding Shares on the Tag-Along Right by same terms and conditions as are offered to the non-electing Remaining MemberTransferring Stockholders.

Notification of Proposed Transfers. In the event of a proposed Transfer subject pursuant to this Section 12.10(a)11.1, the Majority Member Motorola shall notify Ampal in writing all Remaining Members of the proposed Transfer. Such notice shall set forth: (i) the name number of the Shares proposed transferee and the portion of the Interest that is to be transferred by and the Majority Memberpercentage of Motorola's total share proposed to be sold, (ii) the name and address of the proposed amount and form of consideration purchaser, (iii) the proposed price and terms and conditions of payment offered by such proposed transferee, purchaser and (iiiiv) that the proposed transferee purchaser has been informed of the Tag-Along Right provided for in this Section 12.10(a) Article XI and has agreed to purchase additional Interests shares in accordance with the terms hereofhereof (the "Motorola's Notice"). The Tag-Along Right may be exercised by any Remaining Member Ampal by delivery of a written notice to the Company and Motorola (the a "Tag-Along Notice") within 30 thirty (30) days following receipt of the notice specified in the immediately preceding sentence stating that the Remaining Member wishes to participate in such 48 48 transfer to the proposed transferee by including such Remaining MemberMotorola's Interest (or a portion thereof)Notice. The Tag-Along Notice shall also specify, state the number of Shares that Ampal wishes to include in such Transfer to the proposed purchaser which shall not exceed the maximum amount referred to in Section 11.1 above and will not exceed the number of shares proposed to be transferred by Motorola as specified in the event that only a portion of the Majority MemberMotorola's Interest is being purchased, whether or not the Remaining Member wishes to have any additional portion (up to all) of his Interest purchased if any other Remaining Member does not exercise such Member's Tag-Along RightNotice. In the event that any the proposed transferee purchaser does not purchase such Ampal's Shares on the Interest same terms and conditions set forth in Motorola's Notice together with the purchase on the same terms and conditions of such Shares of Motorola as specified in the Majority Member or Remaining Member who has exercised Motorola's Notice, then Motorola shall not Transfer its Shares to the proposed purchaser and any such Member's attempted Transfer by Motorola to such proposed purchaser shall be invalid. Upon expiration of such 30-day period, and if no Tag-Along Right on the same termsNotice is given by Ampal, consideration (if applicable, on a Percentage Interest basis) and conditions as those set forth in the notice delivered by the Majority Member then the sale by the Majority Member to the proposed transferee shall be void ab initio and of no force and effect, and the Company shall not recognize or give effect to such transfer. Notwithstanding the foregoing, if any Remaining Member shall not exercise its Tag-Along Right provided for herein, the other Remaining Members Motorola shall have the right, upon receipt of written confirmation from thereafter, for an additional 30 days to Transfer the Remaining Members not participating Shares to the proposed purchaser on terms and conditions no more beneficial to Motorola than those set forth in the Motorola's Notice. The above Tag-Along Right, to include in their respective Tag-Along Notices, Rights will terminate if and to have purchased by the proposed transferee, an additional Interest equal to each such Memberwhen Motorola's pro rata portion of the Interest not included in the Tag-Along Right by the non-electing Remaining Memberand Motorola's Affiliates' combined Ownership Percentage decreases below 15% (fifteen percent) and for as long as it remains below 15% (fifteen percent).