Proposed Transfer. Subject to the terms of this Agreement (and ----------------- excepting a Transfer pursuant to Sections 9.3, 9.6, and 9.7), any of the Xxxxxxxx Partners, Mobil, or Volvo desiring to Transfer all or any portion of the Partnership Interests owned by such Partner must follow the procedures set forth in this Section 9.5 and in the Transfer Rights Agreement. If any such Partner (the "Selling Partner") desires to Transfer all or any part of the Partnership Interests owned by such Partner, the Selling Partner first shall deliver a written notice (the "Transfer Notice") to the Partnership and to the other Partners (including to the Board of Directors of Warrant Holdings), which Transfer Notice shall include all agreements, schedules and documents relating to the proposed Transfer. The Transfer Notice shall name the proposed transferee, the amount of the Partnership Interest to be transferred, the purchase price and all other terms and conditions of the Transfer. In the event the Transfer is to be made without consideration, the purchase price shall be deemed to be the Fair Market Value of the Partnership Interest on the date of the Transfer Notice. If the proposed purchase price includes property and assets other than cash, the cash value of such property shall be the Fair Market Value of such property.
Proposed Transfer. If one or more Shareholders ("Sellers" for purposes of this Article VI) propose to Transfer (in a sale consummated in a single transfer or series of related transfers to a single purchaser or a group of purchaser as part of a single transaction or group of related transactions) Stock representing fifty-one percent (51%) or more of the then outstanding Stock (a "Transfer" for purposes of this Article VI), and provided that the Transfer is not an Permitted Transfer (as defined in Section 3.07 hereof), then such Sellers shall have the right ("Bring-Along Right"), but not the obligation, to cause each of the Other Shareholders ("Other Shareholders" for purposes of this Article VI) to tender to the third-party offeror(s) ("Third Party") for purchase, at the same price per share of Stock and on the same terms of payment and conditions as apply to such Sellers, the Stock held by such Other Shareholders equal to the total number of shares of Stock held by such Other Shareholders multiplied by a fraction, the numerator of which is the number of shares of Stock the Sellers propose to themselves Transfer to the Third Party, and the denominator of which is the aggregate number of shares of Stock held by Sellers. A determination by the Sellers to exercise the Bring-Along Right shall be made based upon a written agreement to do so executed by Sellers holding at least fifty-one percent (51%) of the then outstanding Stock of the Corporation. In the event that Shareholders owning in the aggregate fifty- one percent (51%) or more of the outstanding Stock of the Corporation propose to Transfer such Stock, and exercise the Bring-Along Right under this Section, then the other provisions of this Agreement shall be suspended and inapplicable with regard to such Transfer except for the option by Xxxxxxxxx as set forth in Section 6.03 hereof.
Proposed Transfer. If one or more Shareholders ("Sellers") propose to Transfer Stock representing fifty-one percent (51%) or more of the then outstanding Stock, and provided that the Transfer is not a Permitted Transfer (as defined in Section 3.07 hereof), then each of the Shareholders other than the Sellers ("Tag-Along Shareholders") shall have the right ("Tag-Along Right") to require the proposed purchaser(s) to purchase from such Tag-Along Shareholder up to the number of whole shares of Stock not to exceed the number derived by multiplying the total number of shares of Stock to be purchased by the proposed purchaser(s) in such transaction(s) by a fraction, the numerator of which is the total number of shares of Stock owned by such
Proposed Transfer. Notwithstanding anything in this Agreement to the contrary, prior to the consummation of the Company’s IPO, if one or more Stockholders (“Sellers”) propose to transfer (in a sale consummated in a single transfer or a series of related transfers to a single purchaser or a group of purchasers as part of a single transaction or group of related transactions) Shares, representing two-thirds or more of the then outstanding Shares (a “Transfer”), and provided that the Transfer is not a Permitted Transfer, then such Sellers will have the right (“Bring-Along Right”), but not the obligation, to cause each of the other Stockholders (“Other Stockholders”) to tender to the third party offeror(s) (“Third Party”) for purchase, at the same price per Share (as to each class or series within a class) and on the same terms of payment as apply to such Sellers, a number of Shares held by such Other Stockholder 2nd A&R Stockholders Rights Agreement September 15, 2014 equal to the total number of Shares held by such Other Stockholder multiplied by a fraction, the numerator of which is the number of Shares the Sellers themselves propose to Transfer to the Third Party and the denominator of which is the aggregate number of Shares held by all Sellers. A determination by the Sellers to exercise the Bring-Along Right will be made based upon a written agreement to do so executed by Sellers holding a majority of then outstanding Shares held by all Sellers.
Proposed Transfer. If one or more of the Shareholders proposes (the person or group making such proposal being the "Selling Group" and the remaining Shareholders being the "Tag-Along Group") a Transfer (as defined below) of five percent (5%) or more of the then-issued and outstanding common stock of the Company, and provided that the Transfer is not an Exempt Transfer (as defined below), then each of the Shareholders comprising the Tag-Along Group (each a "Tag-Along Shareholder") shall have the right ("Tag-Along Right") to require the proposed purchaser(s) to purchase from such Tag-Along Shareholder up to the number of whole shares of Common Stock not to exceed the number derived by multiplying the total number of shares of Common Stock to be purchased by the proposed purchaser(s) by a fraction, the numerator of which is the total number of shares of Common Stock owned by such Tag-Along Shareholder, and the denominator of which is the total number of shares of Common Stock owned by the Shareholders. Any shares purchased from Tag-Along Shareholders pursuant to this Section shall be paid for at the same price per Share and upon the same terms of payment and conditions, including price per share and the total number of shares proposed to be transferred, as such proposed Transfer by the Selling Group (the "Transfer Terms").
Proposed Transfer. If the Company desires to purchase all but not less than all of the Section 2.4 Offered Shares, the Company must, within thirty (30) days following delivery of the Section 2.4 Offer (the “Section 2.4 Purchase Period”), deliver to the Section 2.4 Selling Shareholder a notice so stating.
Proposed Transfer. 36 9.5.3 Partnership Option Period............................................. 37 9.5.4 Partner Option Period................................................. 37 9.5.5 Closing............................................................... 37 9.5.6 Applicability of Restrictions......................................... 37 9.6 Xxxxxxxx Buy-Sell.............................................................. 37 9.6.1 Notice of Xxxxxxxx Buy-Sell........................................... 37 9.6.2 Response.............................................................. 38 9.6.3 Buy Option............................................................ 39 9.6.4
Proposed Transfer. The Offering Shareholder shall provide the Board of Directors with all the documents the Board of Directors deem necessary to make its decision regarding the Proposed Transfer. If the Board of Directors of the Company does not approve the Proposed Transfer, the Proposed Transfer may not be completed. If the Board of Directors has approved the Proposed Transfer, the Offering Shareholder shall then send the Offer to the Shareholder(s) other than the Offering Shareholder ("Other Shareholder(s)") who may accept the Offer upon the same terms and conditions offered by the Third Party Purchaser in the Offer. The Other Shareholder(s) shall have thirty (30) days after receipt of the Offer to reply thereto and within which to accept the same with respect to the Offered Shares. Notice of acceptance shall be in writing and shall be given to the Offering Shareholder. Said notice shall fix for closing a time which shall not be less than thirty (30) nor more than forty-five (45) days from the date of such notice. The place of closing shall be the principal office of the Company and at the closing, the Offered Shares shall be duly endorsed for Transfer by the Offering Shareholder, and shall be delivered to the Other Shareholder(s) accompanied by the Offering Shareholder's written representation and warranty that the Offering Shareholder has full and good title to the Offered Shares and that such Shares are free and clear of suits, encumbrances and claims. The Other Shareholder(s) shall pay the purchase price then required to be paid. If more than one Other Shareholder intends to exercise the right of first refusal, such Other Shareholders may exercise the right of first refusal in proportion to their respective shareholdings. If only one Other Shareholder intends to exercise the right of first refusal, such Other Shareholder may purchase all the Offered Shares.
Proposed Transfer. If a Member (a “Selling Member”) proposes to a Transfer of its Membership Interest constituting a sale (but not any other form Transfer), and provided that the Transfer is not a Permitted Transfer, then (i) first the Company shall have the right to purchase from the Selling Member the Membership Interest proposed to be transferred and (ii) then the Member other than the Selling Member (the “Other Member”) shall have the right to purchase from the Selling Member the Membership Interest proposed to be transferred.
Proposed Transfer. Section 19.4(a)
