Obligation of Transferee to Purchase Sample Clauses

Obligation of Transferee to Purchase. The Transferee of the ------------------------------------ Selling Stockholder shall purchase from the Tag-Along Stockholder the number of shares of Xxxxx Common Stock owned or controlled by the Tag-Along Stockholder that the Tag-Along Stockholder desires to require the Transferee to purchase (the "Tag-Along Shares"); provided, however, that the number of Tag-Along Shares ----------------- -------- ------- to be sold by each Tag-Along Stockholder shall not exceed the number of shares of Xxxxx Common Stock derived by multiplying (i) the aggregate number of shares of Xxxxx Common Stock covered by the Offer by (ii) a fraction the numerator of which is the number of shares of Xxxxx Common Stock owned by the Tag-Along Stockholder at the time of the Transfer and the denominator of which is the total number of shares of Xxxxx Common Stock held by the Stockholders at the time of the Transfer (the "Tag-Along Formula"). ------------------
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Obligation of Transferee to Purchase. The third-party transferee of the Selling Party shall purchase from each Tag Along Participant the portion of such Tag Along Participant's Limited Partnership Interest or Convertible Note that such Tag Along Participant desires to sell, provided that such portion does not exceed the Maximum Tag Along Portion (as defined below) and, if such portion exceeds the Maximum Tag Along Portion, the transferee shall purchase only the Maximum Tag Along Portion. For purposes hereof, the term "Maximum Tag Along Portion" means a portion of a Tag Along Participant's Limited Partnership Interest or Convertible Note the price of which (based on the Tag Along Price of such Limited Partnership Interest or Convertible Note) equals the total original price proposed to be paid by the transferee for the Selling Party's Limited Partnership Interest or portion of a Convertible Note multiplied by a fraction, the numerator of which is the Tag Along Price of such portion which such Tag Along Participant desires to include in such sale and the denominator of which is the aggregate Tag Along Price of the Limited Partnership Interests or portion of a Convertible Note that the Selling Party and each Tag Along Participant desires to include in such sale.
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Obligation of Transferee to Purchase. The transferee of Motient Sub shall purchase from Motient Sub and each Tag Along Participant the portion of Motient Sub’s and such Tag Along Participant’s Shares that Motient Sub and such Tag Along Participant desire to sell; provided, that in the event that the transferee is not willing to purchase all of the shares Motient Sub and the Tag Along Participants desire to sell, the transferee shall purchase from Motient Sub and each Tag Along Participant a portion of such securities that shall not exceed the Maximum Tag Along Portion (as hereinafter defined) and, if such portion does exceed the Maximum Tag Along Portion, the transferee shall be obligated to purchase only the Maximum Tag Along Portion. For purposes hereof, the term “Maximum Tag Along Portion” means a portion of Motient Sub’s or a Tag Along Participant’s Shares equal to the aggregate number of Shares the transferee actually proposes to purchase multiplied by a fraction, the numerator of which shall be the number of Shares issued and owned by Motient Sub or such Tag Along Participant (including, for the avoidance of doubt, in the case of participating Option Holders, Shares to be acquired upon the exercise of any vested Options owned by such Option Holder and to be included in such Transfer) and the denominator of which shall be the aggregate number of Shares owned by Motient Sub and each Tag Along Participant exercising its rights under this Section 8.1(a) (including, for the avoidance of doubt, Shares to be acquired upon the exercise of vested Options owned by participating Option Holders and to be included in such Transfer); provided, however, that if Motient Sub proposes to Transfer Shares representing 50% or more of the issued and outstanding Shares, the Maximum Tag Along Portion for each Tag Along Participant shall be equal to all of the Shares owned by such Tag Along Participant. To the extent one or more Tag Along Participants exercise such right of participation in accordance with the terms and conditions of this Section 8.1(a), the number of shares that Motient Sub may sell in the transaction shall be correspondingly reduced if the transferee is not willing to purchase all of the shares Motient Sub and the Tag Along Participants desire to sell. For the avoidance of doubt, the Option Holders shall be treated as a single Tag Along Participant for purposes of this Section 8.1(a), and the number of Shares owned by such Option Holders and proposed to be sold by such Option Holders shall be ...
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Obligation of Transferee to Purchase. The third-party transferee of the Selling Investor shall purchase from each Tag Along Participant who accepts such offer the portion of such Tag Along Participant’s aggregate LLC Interest that such Tag Along Participant desires to sell, provided that such portion does not exceed the Maximum Tag Along Portion (as defined below) attributable to such Tag Along Participant and, if such portion exceeds such Maximum Tag Along Portion, the third-party transferee shall purchase from such Tag Along Participant only the Maximum Tag Along Portion. For purposes hereof, the term “Maximum Tag Along Portion” attributable to a Tag Along Participant means an amount equal to (a) the total number of Units proposed to be transferred to the third-party transferee by the Selling Investor and all Tag Along Participants multiplied by (b) a fraction, the numerator of which is the number of Units held by such Tag Along Participant and the denominator of which is the number of Units held by the Selling Investor and all Tag Along Participants.
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Obligation of Transferee to Purchase. The third-party transferee of the Selling Party shall purchase from each Tag Along Participant the portion of such Tag Along Participant's Limited Partnership Interest that such Tag Along Participant desires to sell, provided that such portion does not exceed the Maximum Tag Along Portion (as defined below) and, if such portion exceeds the Maximum Tag Along Portion, the transferee shall purchase only the Maximum Tag Along Portion. For purposes hereof, the term "MAXIMUM TAG ALONG PORTION" means a portion of a Tag Along Participant's Limited Partnership Interest the price of which (based on the Tag Along Price of such Limited Partnership Interest) equals the total original price proposed to be paid by the transferee for the Selling Party's Limited Partnership Interest multiplied by a fraction, the numerator of which is the Tag Along Price of such portion which such Tag Along Participant desires to include in such sale and the denominator of which is the aggregate Tag Along Price of the Limited Partnership Interests that the Selling Party and each Tag Along Participant desires to include in such sale.
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Obligation of Transferee to Purchase. The transferee of the Section 3.1 Stockholder (the "Transferee") shall purchase from the other Stockholders which deliver a Tag-Along Notice pursuant to Section 3.4 (such Stockholders are referred to as "Tag-Along Stockholders") the number of Shares owned equaling the number derived by multiplying the total number of Shares to be purchased by the Transferee by a fraction, the numerator of which is the total number of Shares owned by such Tag-Along Stockholders that such Tag-Along Stockholders desire to require the Transferee to purchase and the denominator of which is the total number of Shares owned by all of the Stockholders before giving effect to the proposed Transfer (the "Tag-Along Formula").
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Obligation of Transferee to Purchase. The Transferee of the ------------------------------------ Primary investor shall purchase from the Minority Investors which deliver a Tag- Along Notice pursuant to Section 3.1(d) hereof (such securityholders are referred to as "Tag-Along Stockholders") the number of shares of Common Stock ---------------------- owned by each Tag-Along Stockholder equaling the number of shares of Common Stock derived by multiplying the total number of shares of Common Stock, proposed to be purchased by the Transferee by a fraction, the numerator of which is the total number of shares of Common Stock, owned by such Tag-Along Stockholder that such Tag-Along Stockholder desires to require the Transferee to purchase and the denominator of which is the total number of shares of Common Stock, owned by all of the Stockholders before giving effect to the proposed Transfer, provided that the Transferee shall not be required to purchase fractional shares and any fractional share shall be rounded up or down pursuant to conventional rounding practices (the "Tag-Along Formula"). -----------------
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Obligation of Transferee to Purchase. The transferee of the Selling Member shall purchase from each Tag Along Participant the portion of such Tag Along Participant's Membership Interest that such Tag Along Participant desires to sell, provided that such portion does not exceed the Maximum Tag Along Portion (as defined below) and, if such portion exceeds the Maximum Tag Along Portion, the transferee shall purchase only the Maximum Tag Along Portion. For purposes hereof, the term "Maximum Tag Along Portion" means a portion of a Tag Along Participant's Membership Interest the price of which (based on the Tag Along Price of such Membership Interest) equals the total original price proposed to be paid by the transferee for the Selling Member's Membership Interest multiplied by a fraction, the numerator of which is the Tag Along Price of such portion which such Tag Along Participant desires to include in such sale and the denominator of which is the aggregate Tag Along Price of the Membership Interests that the Selling Member and each Tag Along Participant desire to include in such sale.
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Related to Obligation of Transferee to Purchase

  • Conditions of Transfer Any Transfer of the Leased Property permitted by Section 15.1 shall be subject to the prior or simultaneous satisfaction of the following conditions:

  • Documentation of Transfer Seller shall undertake to file the documents which would be necessary to perfect and maintain the transfer of the security interest in and to the Receivables and Other Conveyed Property.

  • Replacement of Transfer Agent In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

  • Admission of Transferee as Member (a) A transferee of a Membership Interest desiring to be admitted as a Member must execute a counterpart of, or an agreement adopting, this Agreement and, except as permitted by paragraph (b) below, shall not be admitted without unanimous affirmative vote of the Managers, which vote must include the affirmative vote of each Independent Manager. Upon admission of the transferee as a Member, the transferee shall have the rights, powers and duties and shall be subject to the restrictions and liabilities of the Member under this Agreement and the LLC Act. The transferee shall also be liable, to the extent of the Membership Interest transferred, for the unfulfilled obligations, if any, of the transferor Member to make capital contributions to the Company, but shall not be obligated for liabilities unknown to the transferee at the time such transferee was admitted as a Member and that could not be ascertained from this Agreement. Except as set forth in paragraph (b) below, whether or not the transferee of a Membership Interest becomes a Member, the Member transferring the Membership Interest is not released from any liability to the Company under this Agreement or the LLC Act.

  • Notice of Transfers In the event of any transfer of funds or Financial Assets to the Reserve Account pursuant to any provision of Section 4, Secured Party, or Pledgor, as the case may be, shall promptly, after initiating or sending out written instructions with respect to such transfer, give notice to the other such party by facsimile of the date and amount of such transfer.

  • Notice of Transfer The Agent may deem and treat a Lender party to this Agreement as the owner of such Lender’s portion of the Obligations for all purposes, unless and until, and except to the extent, an Assignment and Acceptance shall have become effective as set forth in Section 10.06.

  • Registration of Transfer The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

  • Instruments of Transfer The Stockholder is delivering to LandCARE certificates representing all of the Shares, duly endorsed (or accompanied by duly executed stock powers).

  • Effectuation of Transfers Each of the representations and warranties of the Borrower contained in this Agreement (and all corresponding definitions) are made after giving effect to the Transactions, unless the context otherwise requires.

  • Identity of Transfer Agent Forthwith upon the appointment of any Transfer Agent for the Shares or of any subsequent Transfer Agent for Shares issuable upon the exercise of the rights of purchase represented by the Warrants, the Company will file with the Warrant Agent a statement setting forth the name and address of such Transfer Agent.

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