Common use of Remaining Portions Clause in Contracts

Remaining Portions. (i) If any Tag-along Class A Member declines to exercise its right under Section 10.5(d)(i) or elects to exercise it with respect to less than its full Tag-Along Portion (the aggregate amount of Units resulting from all such unexercised Tag-Along Portions, the “Remaining Portion”), the Selling Member shall promptly deliver a written notice (a “Remaining Portion Notice”) to those Tag-along Class A Members who have elected to Transfer their Tag-Along Portion in full (each, a “Fully Participating Tag-along Class A Member”). The Selling Member and each Fully Participating Tag-along Class A Member (with respect to any Remaining Portion) shall be entitled to Transfer, in addition to any applicable Units or Unit Equivalents already being Transferred, a number of Units (or applicable Unit Equivalents) held by it equal to the product of (x) the Remaining Portion and (y) a fraction (A) the numerator of which is equal to the number of Units (and applicable Unit Equivalents), as the case may be, then held by the Selling Member and each Fully Participating Tag-along Class A Member, as applicable and (B) the denominator of which is equal to the aggregate number of Units (and applicable Unit Equivalents), as the case may be, then held by the Selling Member and all Fully Participating Tag-along Class A Members. (ii) Each Fully Participating Tag-along Class A Member shall exercise its right to participate in the Transfer described in Section 10.5(e)(i) by delivering to the Selling Member a written notice (a “Remaining Tag-along Notice”) stating its election to do so and specifying the number of Units (or applicable Unit Equivalents), as the case may be (up to the amounts it may Transfer pursuant to Section 10.5(e)(i)), to be Transferred by it no later than five (5) Business Days after receipt of the Remaining Portion Notice. (iii) The election by each Fully Participating Tag-along Class A Member set forth in a Remaining Tag-along Notice shall be irrevocable, and such Member shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.5.

Remaining Portions. (i) If any Tag-along Class A Member declines to exercise its right under Section 10.5(d)(i) or elects to exercise it with respect to less than its full Tag-Along Portion (the aggregate amount of Units resulting from all such unexercised Tag-Along Portions, the “Remaining Portion”), the Selling Member shall promptly deliver a written notice (a “Remaining Portion Notice”) to those Tag-along Class A Members who have elected to Transfer their Tag-Along Portion in full (each, a “Fully Participating Tag-along Class A Member”). The Selling Member and each Fully Participating Tag-along Class A Member (with respect to any Remaining Portion) shall be entitled to Transfer, in addition to any applicable Units or Unit Equivalents already being Transferred, a number of Units (or applicable Unit Equivalents) held by it equal to the product of (x) the Remaining Portion and (y) a fraction (A) the numerator of which is equal to the number of Units (and applicable Unit Equivalents), as the case may be, then held by the Selling Member and each Fully Participating Tag-along Class A Member, as applicable and (B) the denominator of which is equal to the aggregate number of Units (and applicable Unit Equivalents), as the case may be, then held by the Selling Member and all Fully Participating Tag-along Class A Members. (ii) Each Fully Participating Tag-along Class A Member shall exercise its right to participate in the Transfer described in Section 10.5(e)(i) by delivering to the Selling Member a written notice (a “Remaining Tag-along Notice”) stating its election to do so and specifying the number of Units (or applicable Unit Equivalents), as the case may be (up to the amounts it may Transfer pursuant to Section 10.5(e)(i)), to be Transferred by it no later than five (5) Business Days after receipt of the Remaining Portion Notice. (iii) The election by each Fully Participating Tag-along Class A Member set forth in a Remaining Tag-along Notice shall be irrevocable, and such Member shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.5.

Remaining Portions. (i) If any Tag-along Class A Member Stockholder declines to exercise its right under Section 10.5(d)(i3.5(d) or elects to exercise it with respect to less than its full Tag-Along Portion (the aggregate amount of Units Common Shares resulting from all such unexercised Tag-Along Portions, the “Remaining Portion”), the Selling Member Stockholder shall promptly deliver a written notice (a “Remaining Portion Notice”) to those Tag-along Class A Members Stockholders who have elected to Transfer their Tag-Along Portion in full (each, a “Fully Participating Tag-along Class A MemberStockholder”). The Selling Member Stockholder and each Fully Participating Tag-along Class A Member Stockholder (with respect to any Remaining Portion) shall be entitled to Transfer, in addition to any applicable Units or Unit Equivalents Common Shares already being Transferred, a number of Units (or applicable Unit Equivalents) Common Shares, held by it equal to the product of (xA) the Remaining Portion and (yB) a fraction (Ax) the numerator of which is equal to the number of Units (and applicable Unit Equivalents), as the case may be, Common Shares then held by the Selling Member and each Fully Participating Tag-along Class A Memberapplicable Stockholder, as applicable and (By) the denominator of which is equal to the aggregate number of Units (and applicable Unit Equivalents), as the case may be, Common Shares then held by the Selling Member Stockholder and all Fully Participating Tag-along Class A MembersStockholders. (ii) Each Fully Participating Tag-along Class A Member Stockholder shall exercise its right to participate in the Transfer described in Section 10.5(e)(i3.5(e) by delivering to the Selling Member Stockholder a written notice (a “Remaining Tag-along Notice”) stating its election to do so and specifying the number of Units (or applicable Unit Equivalents), as the case may be Common Shares (up to the amounts it may Transfer pursuant to Section 10.5(e)(i3.5(e)), to be Transferred by it no later than five (5) Business Days after receipt of the Remaining Portion Notice. (iii) The election by offer of each Fully Participating Tag-along Class A Member Stockholder set forth in a Remaining Tag-along Notice shall be irrevocable, and and, to the extent such Member offer is accepted, such Stockholder shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.53.5.

Remaining Portions. (i) If any Tag-along Class A Member declines to exercise its right under Section 10.5(d)(i8.05(d)(i) or elects to exercise it with respect to less than its full Tag-Along Portion (the aggregate amount of Common Units resulting from all such unexercised Tag-Along Portions, the “Remaining Portion”), the Selling Member shall promptly deliver a written notice (a “Remaining Portion Notice”) to those Tag-along Class A Members who have elected to Transfer their Tag-Along Portion in full (each, a “Fully Participating Tag-along Class A Member”). The Selling Member and Member, each Fully Participating Tag-along Class A Member (with respect to any Remaining Portion) shall be entitled to Transfer, in addition to any applicable Common Units or Unit Equivalents already being Transferred, a number of Units (or applicable Unit Equivalents) Common Units, held by it equal to the product of (x) the Remaining Portion and (y) a fraction (A) the numerator of which is equal to the number of Common Units (and applicable Unit Equivalents), as the case may be, then held by the Selling Member and each Fully Participating Tag-along Class A applicable Member, as applicable and (B) the denominator of which is equal to the aggregate number of Common Units (and applicable Unit Equivalents), as the case may be, then held by the Selling Member and all Fully Participating Tag-along Class A Members. (ii) Each Fully Participating Tag-along Class A Member shall exercise its right to participate in the Transfer described in Section 10.5(e)(i8.05(e)(i) by delivering to the Selling Member a written notice (a “Remaining Tag-along Notice”) stating its election to do so and specifying the number of Common Units (or applicable Unit Equivalents), as the case may be (up to the amounts it may Transfer pursuant to Section 10.5(e)(i8.05(e)(i)), to be Transferred by it no later than five (5) Business Days after receipt of the Remaining Portion Notice. (iii) The election by offer of each Fully Participating Tag-along Class A Member set forth in a Remaining Tag-along Notice shall be irrevocable, and and, to the extent such offer is accepted, such Member shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.58.05.

Remaining Portions. (i) If any Tag-along Class A Member declines to exercise its right under Section 10.5(d)(i6.04(d)(i) or elects to exercise it with respect to less than its full Tag-Along Portion (the aggregate amount of Units resulting from all such unexercised Tag-Along Portions, the “Remaining Portion”), the Selling Member shall promptly deliver a written notice (a “Remaining Portion Notice”) to those Tag-along Class A Members who have elected to Transfer their Tag-Along Portion in full (each, a “Fully Participating Tag-along Class A Member”). The Selling Member and Member, each Fully Participating Tag-along Class A Member (with respect to any Remaining Portion) shall be entitled to Transfer, in addition to any applicable Units or Unit Equivalents already being Transferred, a number of Units (or applicable Unit Equivalents) ), as the case may be, held by it equal to the product of (x) the Remaining Portion and (y) a fraction (A) the numerator of which is equal to the number of Units (and applicable Unit Equivalents), as the case may be, then held by the Selling Member and each Fully Participating Tag-along Class A applicable Member, as applicable and (B) the denominator of which is equal to the aggregate number of Units (and applicable Unit Equivalents), as the case may be, then held by the Selling Member and all Fully Participating Tag-along Class A Members. (ii) Each Fully Participating Tag-along Class A Member shall exercise its right to participate in the Transfer described in Section 10.5(e)(i6.04(e)(i) by delivering to the Selling Member a written notice (a “Remaining Tag-along Notice”) stating its election to do so and specifying the number of Units (or applicable Unit Equivalents), as the case may be (up to the amounts it may Transfer pursuant to Section 10.5(e)(i6.04(e)(i)), to be Transferred by it no later than five (5) Business Days after receipt of the Remaining Portion Notice. (iii) The election by offer of each Fully Participating Tag-along Class A Member set forth in a Remaining Tag-along Notice shall be irrevocable, and and, to the extent such offer is accepted, such Member shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.56.04.

Remaining Portions. (i) If any Tag-along Class A Member declines to exercise its right under Section 10.5(d)(i10.05(d)(i) or elects to exercise it with respect to less than its full Tag-Along along Portion (the aggregate amount of Units resulting from all such unexercised Tag-Along along Portions, the “Remaining Portion”), the Selling Member shall promptly deliver a written notice (a “Remaining Portion Notice”) to those Tag-along Class A Members who have elected to Transfer their Tag-Along along Portion in full (each, a “Fully Participating Tag-along Class A Member”). The Selling Member and each Fully Participating Tag-along Class A Member (with respect to any Remaining Portion) shall be entitled to Transfer, in addition to any applicable Units or Unit Equivalents already being Transferred, a number of Units (or applicable Unit Equivalents) ), as the case may be, held by it equal to the product of (x) the Remaining Portion and (y) a fraction (A) the numerator of which is equal to the number of Common Units and Preferred Units (and applicable Unit Equivalents), as the case may be, ) then held by the Selling Member and each Fully Participating Tag-along Class A applicable Member, as applicable and (B) the denominator of which is equal to the aggregate number of Common Units and Preferred Units (and applicable Unit Equivalents), as the case may be, ) then held by the Selling Member and all Fully Participating Tag-Tag- along Class A Members. (ii) Each Fully Participating Tag-along Class A Member shall exercise its right to participate in the Transfer described in Section 10.5(e)(i10.05(e)(i) by delivering to the Selling Member a written notice (a “Remaining Tag-along Notice”) stating its election to do so and specifying the number of Common Units and/or Preferred Units (or applicable Unit Equivalents), as the case may be (up to the amounts it may Transfer pursuant to Section 10.5(e)(i10.05(e)(i)), to be Transferred by it no later than five (5) Business Days after receipt of the Remaining Portion Notice. (iii) The election by offer of each Fully Participating Tag-along Class A Member set forth in a Remaining Tag-along Notice shall be irrevocable, and and, to the extent such offer is accepted, such Member shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.510.05.

Remaining Portions. (i) If any Tag-along Class A Member declines to exercise its right under Section 10.5(d)(i) 7.05 or elects to exercise it with respect to less than its full Tag-Along Portion (the aggregate amount of Units resulting from all such unexercised Tag-Along Portions, the “Remaining Portion”), the Selling Member shall promptly deliver a written notice (a “Remaining Portion Notice”) to those Tag-along Class A Members who have elected to Transfer their Tag-Along Portion in full (each, a “Fully Participating Tag-along Class A Member”). The Selling Member and each Fully Participating Tag-along Class A Member (with respect to any Remaining Portion) shall be entitled to Transfer, in addition to any applicable Units or Unit Equivalents Membership Interests already being Transferred, a number the percentage of Units (or applicable Unit Equivalents) Membership Interests held by it equal to the product of (x) the Remaining Portion Portion, and (y) a fraction (A) the numerator of which is equal to the number percentage of Units (and applicable Unit Equivalents), as the case may be, Membership Interests then held by the Selling Member and each Fully Participating Tag-along Class A applicable Member, as applicable and (B) the denominator of which is equal to the aggregate number percentage of Units (and applicable Unit Equivalents), as the case may be, Membership Interests then held by the Selling Member and all Fully Participating Tag-along Class A Members. (ii) Each Fully Participating Tag-along Class A Member shall exercise its right to participate in the Transfer described in Section 10.5(e)(i7.05(e)(i) by delivering to the Selling Member a written notice (a “Remaining Tag-along Notice”) stating its election to do so and specifying the number percentage of Units (or applicable Unit Equivalents), as the case may be Membership Interests (up to the amounts it may Transfer pursuant to Section 10.5(e)(i7.05(e)(i)), to be Transferred by it no later than five (5) Business Days after receipt of the Remaining Portion Notice. (iii) The election by offer of each Fully Participating Tag-along Class A Member set forth in a Remaining Tag-along Notice shall be irrevocable, and and, to the extent such offer is accepted, such Member shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.57.05.

Remaining Portions. (i) If any Tag-along Class A Along Member declines to exercise its right under Section 10.5(d)(i10.04(d)(i) or elects to exercise it with respect to less than its full Tag-Along Portion (the aggregate amount of Common Units on a Fully Diluted Basis resulting from all such unexercised Tag-Along PortionsPortion, the “Remaining Portion”), the Selling Member shall promptly deliver a written notice (a “Remaining Portion Notice”) to those Tag-along Class A Along Members who have elected to Transfer their Tag-Along Portion in full (each, a “Fully Participating Tag-along Class A Along Member”). The Selling Member and each Fully Participating Tag-along Class A Along Member (with respect to any Remaining Portion) shall be entitled to Transfer, in addition to any applicable Units or Common Units, Warrants and other Common Unit Equivalents already being Transferred, a number of Units (or applicable Common Units, Warrants and other Common Unit Equivalents) Equivalents held by it equal to the product of (x) the Remaining Portion and Portion, multiplied by (y) a fraction fraction, (A) the numerator of which is equal to the number of Common Units (and applicable Unit Equivalents), as the case may be, on a Fully Diluted Basis then held by the Selling Member and each Fully Participating Tag-along Class A applicable Member, as applicable and (B) the denominator of which is equal to the aggregate number of Common Units (and applicable Unit Equivalents), as the case may be, on a Fully Diluted Basis then held by the Selling Member and all Fully Participating Tag-along Class A Along Members. (ii) Each Fully Participating Tag-along Class A Along Member shall exercise its right to participate in the Transfer described in Section 10.5(e)(i10.04(e)(i) by delivering to the Selling Member a written notice (a “Remaining Tag-along Along Notice”) stating its election to do so and specifying the number of Units (or applicable Common Units, Warrants and other Common Unit Equivalents), as the case may be Equivalents (up to the amounts it may Transfer pursuant to Section 10.5(e)(i10.04(e)(i)), to be Transferred by it no later than five (5) Business Days after receipt of the Remaining Portion Notice. (iii) The election by offer of each Fully Participating Tag-along Class A Along Member set forth in a Remaining Tag-along Along Notice shall be irrevocableirrevocable and, and to the extent such offer is accepted, such Member shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.510.04.