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.
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...
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).
Participation Procedure; Conditions. (i) With respect to any Tag-Along Sale, the Selling Unitholder shall use commercially reasonable efforts to obtain the agreement of the Transferee to the participation of the Electing Unitholders in such contemplated Tag-Along Sale, and the Selling Unitholder shall not Transfer any of its Membership Interests to any prospective Transferee pursuant to such Tag-Along Sale if such prospective Transferee(s) declines to allow the participation of the Electing Unitholders on the terms provided herein, unless in connection with such Tag-Along Sale, the Selling Unitholder purchases the number and class of Membership Interests from each Electing Unitholder which such Electing Unitholder would have been entitled to sell pursuant to Section 12.04(a) at the same price and on the same terms and conditions on which such Membership Interests were sold to the Transferee(s).
