Participation Procedure; Conditions Sample Clauses

Participation Procedure; Conditions. With respect to any Transfer subject to Section 10.2(a), each Transferring Unitholder shall use its commercially reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Electing Unitholders, and no Transferring Unitholder shall Transfer any of its Units to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Electing Unitholders, unless in connection with such Transfer, one or more of the Transferring Unitholders or their Affiliates purchase the number of Units from each Electing Unitholder which such Electing Unitholder would have been entitled to sell pursuant to Section 10.2(a) for the price specified in Section 10.2(a). Each Electing Unitholder Transferring Units pursuant to this Section 10.2 shall pay its share (determined on a Pro Rata Basis) of the expenses incurred by the Transferring Unitholders in connection with such Transfer and shall be obligated to join on a Pro Rata Basis in any indemnification or other obligations that the Transferring Unitholder provides in connection with such Transfer (other than any such obligations that relate specifically to a particular Unitholder such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder’s title to and ownership of Units, in which case the Electing Unitholders will only be obligated to agree to such terms with respect to himself, herself or itself that the Transferring Unitholder provides with respect of itself); provided that except to the extent a prospective Transferee permits a Unitholder to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), any escrow of proceeds of any such transaction shall be withheld on a Pro Rata Basis among all Unitholders.
Sample 1Sample 2See All (8)
AutoNDA by SimpleDocs
Participation Procedure; Conditions. With respect to any Transfer subject to Section 9.3(a), each Transferring Unitholder shall use its commercially reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Investors who have elected to participate in any contemplated Transfer, and no Transferring Unitholder shall Transfer any of its Units to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Investors on the terms provided herein, unless in connection with such Transfer one or more of the Transferring Unitholders or their respective Affiliates purchase (on the same terms and conditions on which such Units were to be sold to the Transferee(s)) the number and class of Units (or pursuant to the following sentence the applicable portion of equity and debt securities of each respective Corporate Investment Vehicle) from each Investor that such Investor would have been entitled to sell pursuant to Section 9.3(a). Holders of debt or equity securities of Corporate Investment Vehicles shall be entitled to Transfer that portion of their outstanding Subject Securities corresponding to the portion of the Units such Corporate Investment Vehicles are electing and entitled to Transfer hereunder, in lieu of a Transfer of such Units by such Corporate Investment Vehicles, on the same terms and conditions (including price) as the Transferring Unitholder. Each Person Transferring Units or Subject Securities pursuant to this Section 9.3 (i) shall pay its share (determined on a Pro Rata Basis) of the expenses incurred by the Transferring Unitholder in connection with such Transfer, (ii) shall be obligated to join on a Pro Rata Basis in any indemnification or other obligations that the Transferring Unitholder agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Unitholder such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder’s title to and ownership of Units) or with respect to such Unitholder’s related Corporate Investment Vehicle and (iii) shall enter into any indemnification, contribution or equityholder/seller representative agreement and any other agreement (other than non-competition agreements to be entered into by Unitholders who are also Executives) that the Transferring Unitholder is entering into on the same terms and conditions (other than as differences in such terms an...
Sample 1
Participation Procedure; Conditions. With respect to any Tag Along Sale, the Tag Along Selling Member shall use commercially reasonable efforts to obtain the agreement of the Transferee to the participation of the Electing Members in such contemplated Tag Along Sale (with the Tag Along Securities being reduced by and substituted with the Membership Interests and Equity Securities elected by such Electing Members to be sold in such Tag Along Sale), and the Tag Along Selling Member shall not Transfer any of the Tag Along Securities to any prospective Transferee pursuant to such Tag Along Sale if such prospective Transferee(s) declines to allow the participation of the Electing Members on the terms provided herein, unless in connection with such Tag Along Sale, the Tag Along Selling Member purchases the number and class of Membership Interests or Equity Securities from each Electing Member that such Electing Member would have been entitled to sell pursuant to Section 9.3(a) and Section 9.3(b) at the same price (including amount and form of consideration) and on the same terms and conditions on which such Membership Interests or Equity Securities were intended to be sold to the Transferee(s) as set forth in the Tag Along Sale Notice; provided that the Tag Along Selling Member shall not be obligated to purchase any Blocker Corporation Shares pursuant to Section 9.3(e).
Sample 1Sample 2

Related to Participation Procedure; Conditions

  • Termination Procedures The Contractor acknowledges that this Agreement may be terminated for Convenience or Default.

  • Escalation Procedures 48.1 The Standard Practices outlines the escalation process which may be invoked at any point in the Service Ordering, Provisioning, and Maintenance processes to facilitate rapid and timely resolution of disputes.

  • Auction Procedures The provisions contained in Section 11.10 of the Amended and Restated Bylaws concerning Auction Procedures will be followed by the Fund and, to the extent applicable, the Auction Agent, and the provisions contained therein are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were set forth fully herein.

  • Election Procedures Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures:

  • Proration Procedures All Term Loans offered in Return Bids (or, if applicable, any component bid thereof) constituting Qualifying Bids equal to the Applicable Threshold Price will be purchased at a purchase price equal to the Applicable Threshold Price; provided that if the aggregate principal amount of all Term Loans for which Qualifying Bids have been submitted in any given Auction equal to the Applicable Threshold Price would exceed the remaining portion of the Auction Amount (after deducting all Term Loans purchased below the Applicable Threshold Price), the Offeror shall purchase the Term Loans for which the Qualifying Bids submitted were at the Applicable Threshold Price ratably based on the respective principal amounts offered and in an aggregate amount up to the amount necessary to complete the purchase of the Auction Amount. For the avoidance of doubt, no Return Bids (or any component thereof) will be accepted above the Applicable Threshold Price.

  • Transaction Procedures All series transactions for the Designated Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Designated Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian.

  • Selection Procedures In selecting the Loan Assets to be Pledged pursuant to this Agreement, no selection procedures were employed which are intended to be adverse to the interests of the Lenders.

  • AML Procedures1 4.1 Consistent with the services provided by DST and with respect to the ownership of Shares in the Fund for which DST maintains the applicable Fund shareholder information, DST shall:

  • Termination Procedure Regardless of basis, in the event of suspension or termination (in full or in part), the parties shall cooperate to ensure an orderly and efficient suspension or termination. Accordingly, Contractor shall deliver to Purchasers all goods and/or services that are complete (or with approval from Enterprise Services, substantially complete) and Purchasers shall inspect, accept, and pay for the same in accordance with this Master Contract and the applicable Purchase Order. Unless directed by Enterprise Services to the contrary, Contractor shall not process any orders after notice of suspension or termination inconsistent therewith.

  • Allocation Procedures On each Business Day, the Credit Facility Team shall seek to collect data on the uninvested cash of Funds listed on Schedule B hereto from such Funds’ custodian. On each occasion that a Fund delivers Borrowing Instructions to the Credit Facility Team, the Credit Facility Team will seek to match the amount and term of the Fund’s borrowing needs with the cash available from the Funds that have provided Lending Instructions in accordance with allocation and administrative procedures established by the Board of Trustees. The Credit Facility Team shall allocate the borrowing demand and lending needs among the Funds on what the Credit Facility Team deems to be an equitable basis and in accordance with the Interfund Lending Procedures. The Credit Facility Team shall not solicit cash for Loans from any Funds or publish or disseminate the amount of any current borrowing demand to the Adviser’s investment personnel. No Loan may be made unless the Interest Rate is more favorable for the Lender than both the OTD Rate and the Repo Rate and more favorable for the Borrower than the Bank Loan Rate.

Time is Money Join Law Insider Premium to draft better contracts faster.