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.
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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).
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Participation Procedure; Conditions. If a holder of Warrant Securities elects to participate in a Transfer in accordance with Section 5B(i), then such holder’s participation, at such holder’s election, shall be a percentage, not to exceed that of the number of Common Shares held by the electing holder of Warrant Securities on a fully-diluted basis (assuming exercise of all outstanding Warrants as of the time of such Transfer) relative to the number of Common Shares then held on a fully-diluted basis by all holders of Company Securities electing to participate in such Transfer (including the Transferring Equityholder). With respect to any Transfer subject to Section 5B(i), the Company will cause each Transferring Equityholder to use its commercially reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the holders of Warrant Securities who have elected to participate in any contemplated Transfer, and the Company will not permit any Transferring Equityholder to Transfer any of its Equity Securities to any prospective Transferee if such prospective Transferee declines to allow the participation of the holders of Warrant Securities on the terms provided herein, unless in connection with such Transfer, one or more of the Transferring Equityholders or their Affiliates purchase (on equivalent terms and conditions on which such Equity Securities were to be sold to the Transferee(s) or similar terms, conditions and relative pricing as agreed by the participating Warrantholder, and otherwise in a tax efficient manner as requested by the participating Warrantholder) Warrant Securities from each holder of Warrant Securities that such holder of Warrant Securities elected to sell pursuant to this Section 5B. Each holder of Warrant Securities participating pursuant to this Section 5B shall pay its share (based on the proportionate value of Equity Securities to be Transferred by each Transferor) of the expenses incurred by the Transferors in connection with such Transfer and shall be obligated to join on a pro rata basis (based on the number of Company Securities to be Transferred by each Transferor) in any indemnification or other obligations that the Transferring Equityholder agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular holder of securities, such as indemnification with respect to representations and warranties given by a securityholder regarding such holder’s title to and ownership...
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Related to Participation Procedure; Conditions

  • SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING REQUIREMENTS a. If for this Contract Contractor made a commitment to achieve small business participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract) report to the awarding department the actual percentage of small business participation that was achieved. (Govt. Code § 14841.) b. If for this Contract Contractor made a commitment to achieve disabled veteran business enterprise (DVBE) participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract) certify in a report to the awarding department: (1) the total amount the prime Contractor received under the Contract; (2) the name and address of the DVBE(s) that participated in the performance of the Contract; (3) the amount each DVBE received from the prime Contractor; (4) that all payments under the Contract have been made to the DVBE; and (5) the actual percentage of DVBE participation that was achieved. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Code § 999.5(d); Govt. Code § 14841.)

  • Participation Requirements The Recipient must work with Canada and AMO when asked to collaborate on communications activities – including, but not limited to, Eligible Project success stories (including positive impacts on housing), Eligible Project vignettes, and Eligible Project start-to-finish features.

  • Safe Conditions Whenever an employee reports a condition which the employee feels represents a violation of safety or health rules and regulations or which is an unreasonable hazard to persons or property, such conditions shall be promptly investigated. The appropriate administrator shall reply to the concern, in writing, if the employee's concern is communicated in writing.

  • Termination Conditions Such license shall not be terminated or its exploitation enjoined, until and unless: (i) Hitachi has committed a material breach of its obligations under this IP License Agreement, Opto-Device has given written notice of such breach to Hitachi and such breach remains uncured after the Cure Period, or, in the case of a breach, which cannot be cured within such Cure Period, Hitachi has not instituted within such Cure Period steps necessary to remedy the default and/or thereafter has not diligently pursued the same to completion; or (ii) such a material breach is incurable. In the event the breach is a curable breach that cannot be cured within the Cure Period but with respect to which Hitachi has instituted steps necessary to remedy the default and is thereafter diligently pursuing such cure, both parties shall negotiate to determine whether further pursuit of such cure is reasonable. If the parties cannot agree on a resolution in such negotiations, then this issue shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to decide whether such breach can be cured or any other alternative remedy should be adopted. In the event the breach is an incurable breach, the parties agree that the matter shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to determine the appropriate remedy. In the event that either party submits the dispute to arbitration, both parties shall cooperate in such binding arbitration in accordance with Exhibit B.

  • Settlement Notice Requirements Notwithstanding any other provision hereof, a Settlement Notice delivered by Counterparty that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Counterparty delivers to Dealer with such Settlement Notice a representation, dated as of the date of such Settlement Notice and signed by Counterparty, containing (x) the provisions set forth in clause (i) under the heading “Additional Representations and Agreements of Counterparty” in Paragraph 7(e) below and (y) a representation from Counterparty that neither Counterparty nor any of its subsidiaries has applied, and shall not until after the first date on which no portion of the Transaction remains outstanding following any final exercise and settlement, cancellation or early termination of the Transaction, apply, for a loan, loan guarantee, direct loan (as that term is defined in the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”)) or other investment, or receive any financial assistance or relief under any program or facility (collectively “Financial Assistance”) that (I) is established under applicable law (whether in existence as of the Trade Date or subsequently enacted, adopted or amended), including without limitation the CARES Act and the Federal Reserve Act, as amended, and (II) (X) requires under applicable law (or any regulation, guidance, interpretation or other pronouncement of a governmental authority with jurisdiction for such program or facility) as a condition of such Financial Assistance, that Counterparty comply with any requirement not to, or otherwise agree, attest, certify or warrant that it has not, as of the date specified in such condition, repurchased, or will not repurchase, any equity security of Issuer, and that it has not, as of the date specified in the condition, made a capital distribution or will make a capital distribution, or (Y) where the terms of the Transaction would cause Counterparty under any circumstances to fail to satisfy any condition for application for or receipt or retention of the Financial Assistance (collectively “Restricted Financial Assistance”), other than any such applications for Restricted Financial Assistance that were (or would be) made (x) determined based on the advice of outside counsel of national standing that the terms of the Transaction would not cause Counterparty to fail to satisfy any condition for application for or receipt or retention of such Financial Assistance based on the terms of the program or facility as of the date of such advice or (y) after delivery to Dealer evidence or other guidance from a governmental authority with jurisdiction for such program or facility that the Transaction is permitted under such program or facility (either by specific reference to the Transaction or by general reference to transactions with the attributes of the Transaction in all relevant respects).

  • Unsafe Conditions In accordance with 29 CFR § 1977, occasions might arise when an employee is confronted with a choice between not performing assigned tasks or subjecting himself/herself to serious injury or death arising from a hazardous condition at the workplace. If the employee, with no reasonable alternative, refuses in good faith to expose himself/herself to the dangerous condition, he/she would be protected against subsequent discrimination. The condition causing the employee's apprehension of death or injury must be of such a nature that a reasonable person, under the circumstances then confronting the employee, would conclude that there is a real danger of death or serious injury and that there is insufficient time, due to the urgency of the situation, to eliminate the danger by resorting to regular statutory enforcement channels. In addition, in such circumstances, the employee, where possible, must also have sought from his Employer, and been unable to obtain, a correction of the dangerous condition.

  • Conditions of Participation An employee must be on payroll with the County during the entire calendar year to be eligible for incentive rewards.

  • Payment Conditions The price of the whole accommodation service booked is always payable by the Guest in advance, at the latest upon arrival in the hotel. Set-off by the Guest is excluded unless the set- off relates to an undisputed or legally confirmed claim. Valid means of payment are cash in Euros, EC card, Master Card, Visa Card, Diners Card and American Express. For payment settlement we use the 3D Secure 2.0 system for secure and additional customer authorisation. For further information on data processing for payment transactions see xxxxx://xxx.xxxxx-xxx.xxx/en/data-privacy/.

  • Conditions to Financial Assistance and its Disbursement The Grantor's obligations hereunder, including its obligation to make financial assistance available to the Recipient pursuant to the terms of this Agreement, are contingent upon compliance by the Recipient with the following conditions: A. Recipient's acquisition and commitment of the Local Subdivision Contribution necessary for the completion of the Project, its compliance with all other provisions of this Agreement, and its compliance with the provisions of Chapter 164 of the Revised Code and Chapter 164-1 of the Administrative Code. The Recipient shall set forth in Appendix D of this Agreement a description of the manner or mechanisms of providing its local share of Project funds pursuant to division (D) of Section 164.05 of the Revised Code and Rule 164-1-21 (B)(6) of the Administrative Code. B. Recipient shall execute any and all other documents and certificates as deemed necessary by the Director, subject to the opinion of counsel to the Director, as well as any required by changes in State or Federal Law, on the date hereof or at any time hereafter in connection with the financial assistance and disbursement of moneys pursuant to this Agreement, including any amendments to this Agreement.

  • Market Conditions Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer. The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.

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