Prospective Transferees. No Transferring Securityholder shall Transfer any of its Xxxx Securities to any prospective transferee described in Section 5(a) unless: (i) simultaneously with such Transfer, each such prospective transferee purchases from the Participating Securityholders the Vested Securities which the Participating Securityholders are entitled to sell to the prospective transferee pursuant to Sections 5(b) to 5(d) (inclusive) above on terms and conditions no less favourable than those applying to the Transferring Securityholders; or (ii) if such prospective transferee declines to allow the participation of the Participating Securityholders, simultaneously with such transfer, the Transferring Securityholder purchases (on terms and conditions no less favourable that those on which its own Securities are sold to the transferee) the number of Vested Securities from the Participating Securityholder which such Participating Securityholder would have been entitled to sell pursuant to Sections 5(b) to 5(d) (inclusive). If the prospective transferee fails to purchase Vested Securities from any Participating Securityholder as to which such Participating Securityholder has exercised its rights under this Section 5 and the Transferring Securityholder fails to purchase such Vested Securities from the Participating Securityholder, the Transferring Securityholder shall not be permitted to make the proposed Transfer and any such attempted Transfer shall be subject to the penalty provisions of Section 4(e).
Prospective Transferees. Subject to the terms of this Agreement and the Securityholders Agreement, the Company, the Managing Member and each Executive agree to cooperate, as may reasonably be requested, in order to provide any information and access to any information to any prospective transferee in connection with a proposed Transfer.
Prospective Transferees. Subject to the terms of this Agreement, the ----------------------- Company agrees to cooperate, as may reasonably be requested, in order to provide any information and access to any information to any prospective transferee in connection with a proposed Transfer.
Prospective Transferees. 29 11.8 Legend...................................................................................29 11.9
Prospective Transferees. Subject to the terms of this Agreement, the LLC agrees to cooperate, as may reasonably be requested, by providing information and access to information to any prospective Permitted Transferee in connection with a proposed Transfer, subject to receipt of a confidentiality agreement in form and substance satisfactory to the Managing Member.
Prospective Transferees. If a Tag-Along Seller elects to participate in such Tag- Along Sale pursuant to Section 10(b), the Tag-Along Sponsor shall use all commercially reasonable efforts to obtain the agreement of any Tag-Along Transferee to the participation of the Tag-Along Seller in any contemplated Tag-Along Sale. In any case, the Tag-Along Sponsor shall not Transfer any of its Tag-Along Securities to any Tag-Along Transferee pursuant to any such Tag-Along Sale unless (i) simultaneously with such Transfer, such Tag- Along Transferee purchases from each Tag-Along Seller the aggregate number of Participating Securities which such Tag-Along Seller is entitled to Transfer pursuant to Section 10(b) and on the terms set out therein, or (ii) if such Tag-Along Transferee declines to allow the participation of any Tag-Along Seller, simultaneously with such Tag-Along Sale the Tag- Along Sponsor purchases the aggregate number of Participating Securities from such Tag- Along Seller which such Tag-Along Seller is entitled to Transfer pursuant to Section 10(b) and on terms no more or less favourable to the Tag-Along Seller as set out therein. If the Tag- Along Transferee fails to purchase such Participating Securities (as applicable) from any Tag- Along Seller as to which such Tag-Along Seller has exercised its rights under this Section 10(c) and the Tag-Along Sponsor fails to purchase such Participating Securities (as applicable) from such Tag-Along Seller, the Tag-Along Sponsor shall not be permitted to validly consummate such proposed Transfer.
Prospective Transferees. Subject to the terms hereof (including Section 15.1), the Company and the Class A Member (if it or any of its Affiliates is then serving as the Administrator, Coordinator or Operator or, if not, then the currently appointed Operator) will each reasonably cooperate in connection with any direct or indirect Transfer of Membership Interests by a Member or FI Member Owner permitted hereby (including any Exempt Transaction), including any related marketing and due diligence, including by (a) furnishing reasonable and relevant information and documentation (including providing information as may be reasonably necessary or advisable in connection with any regulatory filing or as required by applicable Government Rule in connection with such transaction), (b) to the extent required by the relevant Governmental Authorities, executing, acknowledging, delivering and filing applications, reports, returns, filings and other documents or instruments with Governmental Authorities, and (c) in the case of the Company, by (i) making officers and senior management of the Company and each other Company Party reasonably available for presentations, interviews and other diligence activities and (ii) making the Company’s properties, books and records, and other assets reasonably available for inspection by such potential transferees, in each case subject to reasonable and customary confidentiality provisions. Notwithstanding the foregoing, such reasonable cooperation and assistance shall not materially interfere with the normal operations of the Class A Member or the Company or any other Company Party, and shall not require any Member or FI Member Owner (other than the Member or FI Member Owner seeking such assistance), the Board, the Company or any other Company Party to incur any out-of-pocket costs or expenses, other than de minimis costs and expenses or costs and expenses that the Member or FI Member Owner seeking such assistance has agreed in writing to reimburse.
Prospective Transferees. The Investor shall not Transfer all or any part of its Common Shares to any Prospective Transferee pursuant to this Section 17.5 unless:
(i) Simultaneously with the Transfer, such Prospective Transferee purchases from the Tag Along Shareholders which have delivered an Election Notice in accordance with Subsection 17.5.2 which has not been withdrawn, all of the Common Shares which those Tag Along Shareholders are entitled to sell to the Prospective Transferee pursuant to this Section 17.5 on the same terms and conditions; or
(ii) If such Prospective Transferee declines to allow the participation of such Tag Along Shareholders, simultaneously with such Transfer, the Investor purchases (on the same terms and conditions, subject to Subsection 17.5.5, on which its own Common Shares are being sold to such Prospective Transferee) the equivalent number of Common Shares from such Tag Along Shareholders which those Tag Along Shareholders would have been entitled to sell pursuant to this Section 17.5.
Prospective Transferees. Upon request of the Board, the Company shall promptly supply to the Board or any prospective Transferee all information required to be delivered in connection with a Transfer pursuant to Rule 144A under the Securities Act.
Prospective Transferees. Subject to the terms of this Agreement, the Company agrees to cooperate, as may reasonably be requested, in order to provide any information and access to any information to any prospective transferee in connection with a proposed Transfer.
