Sale to Third Party. Any Units held by a Transferring Member that are the sub- ject of the Proposed Transaction and that the Transferring Member desires to Transfer following compliance with this Section 9.06, may be sold to the Buyer only during the period specified in Section 9.06(d) and only on terms no more favorable to the Transferring Member than those con- tained in the Offer Notice. Promptly after such Transfer, the Transferring Member shall notify the LLC, which in turn shall promptly notify all the Members, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by the Board. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have joined this Agreement, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a Member. In the event that the Pro- posed Transaction is not consummated within the period required by this Section 9.06 or the Buy- er fails timely to remit to each participating Member its respective portion of the sale proceeds, the Proposed Transaction shall be deemed to lapse, and any Transfer of Units pursuant to such Proposed Transaction shall be in violation of the provisions of this Agreement unless the Trans- ferring Member sends a new Offer Notice and once again complies with the provisions of Sec- tions 9.05 and 9.06 with respect to such Proposed Transaction.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Sale to Third Party. Any Units Shares held by a Transferring Member Stockholder that are the sub- ject subject of the Proposed a Transaction Offer and that the Transferring Member Stockholder desires to Transfer to a Buyer following compliance with this Section 9.063.4, may be sold to the such Buyer only during the period specified in Section 9.06(d3.4(d) and only on terms no more favorable to the Transferring Member Stockholder than those con- tained contained in the Offer Notice. Promptly after such Transfer, the Transferring Member Stockholder shall notify the LLC, which in turn shall promptly notify all Company and the Members, Investors of the consummation thereof and shall furnish such evidence of the completion and time date of completion of the Transfer and of the material terms thereof as may reasonably be requested by the Boarda Convertible Preferred Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have joined this Agreemententer into a Joinder Agreement in substantially the form of Exhibit A, and whereupon such Buyer shall have all the rights and obligations hereunder as if such Buyer were of a MemberStockholder hereunder. In the event that the Pro- posed Transaction Offer is not consummated within the period required by this Section 9.06 3.4 or the Buy- er Buyer fails timely to remit to each participating Member Investor its respective portion of the sale proceeds, the Proposed Transaction Offer shall be deemed to lapse, and any Transfer of Units pursuant to such Proposed Transaction Shares by the Transferring Stockholder shall be in violation of the provisions of this Agreement unless the Trans- ferring Member Transferring Stockholder sends a new Offer Notice with respect to such Offered Shares and once again complies with the provisions of Sec- tions 9.05 Section 3.3 and 9.06 Section 3.4 with respect to such Proposed TransactionTransaction Offer.
Appears in 1 contract
Samples: Stock Restriction Agreement (Open Link Financial, Inc.)
Sale to Third Party. Any Units Shares held by a Transferring Member Principal Shareholder that are the sub- ject subject of the Proposed Transaction Offer and that the Transferring Member Principal Shareholder desires to Transfer following compliance with this Section 9.065.4, may be sold to the Buyer only during the period specified in Section 9.06(d5.4(d) and only on terms no more favorable to the Transferring Member Principal Shareholder than those con- tained contained in the Offer Notice. Promptly after such Transfer, the Transferring Member Principal Shareholder shall notify the LLCCompany, which in turn shall promptly notify all the MembersInvestors, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by the Boarda Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have joined this Agreemententered into a Joinder Agreement in substantially the form attached hereto as Schedule C, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a MemberPrincipal Shareholder. In the event that the Pro- posed Transaction Offer is not consummated within the period required by this Section 9.06 5.4 or the Buy- er Buyer fails timely to remit to each participating Member Investor its respective portion of the sale proceeds, the Proposed Transaction Offer shall be deemed to lapse, and any Transfer of Units Shares pursuant to such Proposed Transaction Offer shall be in violation of the provisions of this Agreement unless the Trans- ferring Member Transferring Principal Shareholder sends a new Offer Notice and once again complies with the provisions of Sec- tions 9.05 Sections 5.3 and 9.06 5.4 with respect to such Proposed TransactionTransaction Offer.
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Sale to Third Party. Any Units Shares held by a Transferring Member Stockholder that are the sub- ject subject of the Proposed a Transaction Offer and that the Transferring Member Stockholder desires to Transfer following to a Buyer in compliance with this Section 9.063.4, may be sold to the such Buyer only during the period specified in Section 9.06(d3.4(d) and only on terms no more favorable to the Transferring Member Stockholder than those con- tained contained in the Offer Notice. Promptly after such Transfer, the Transferring Member Stockholder shall notify the LLC, which in turn shall promptly notify all Company and the Members, Investors of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by the Boardthereof. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have joined this entered into a Joinder Agreement, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a MemberManagement Stockholder or X.X. Xxxxx, as applicable. In the event that the Pro- posed Transaction Offer is not consummated within the period required by this Section 9.06 3.4 or the Buy- er Buyer fails timely to remit to each participating Member Investor its respective portion of the sale proceeds, the Proposed Transaction Offer shall be deemed to lapse, and any Transfer of Units pursuant to Shares arising out of or resulting from such Proposed Transaction Offer shall be in violation of the provisions of this Agreement unless the Trans- ferring Member Transferring Stockholder sends a new Offer Notice with respect to such Offered Shares and once again complies with the provisions of Sec- tions 9.05 Section 3.3 and 9.06 Section 3.4 with respect to such Proposed TransactionTransaction Offer.
Appears in 1 contract
Samples: Stockholders Agreement (Monotype Imaging Holdings Inc.)
Sale to Third Party. Any Units Shares held by a Transferring Member Transferor that are the sub- ject subject of the Proposed Transaction Offer and that the Transferring Member Transferor desires to Transfer following compliance with this Section 9.063.4, may be sold to the Buyer only during the period specified in Section 9.06(d3.4(d) and only on terms no more favorable to the Transferring Member Transferor than those con- tained contained in the Offer Notice. Promptly after such Transfer, the Transferring Member Transferor shall notify the LLCCompany, which in turn shall promptly notify all the MembersStockholders, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by the Boarda Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have joined this Agreemententered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a MemberManagement Stockholder. In the event that the Pro- posed Transaction Offer is not consummated within the period required by this Section 9.06 3.4 or the Buy- er Buyer fails timely to remit to each participating Member Stockholder its respective portion of the sale proceeds, the Proposed Transaction Offer shall be deemed to lapse, and any Transfer of Units Shares pursuant to such Proposed Transaction Offer shall be in violation of the provisions of this Agreement unless the Trans- ferring Member Transferor sends a new Offer Notice and once again complies with the provisions of Sec- tions 9.05 Sections 3.3 and 9.06 3.4 with respect to such Proposed TransactionTransaction Offer.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ign Entertainment Inc)
Sale to Third Party. Any Units held by a Transferring Member that are the sub- ject subject of the Proposed Transaction Offer, that have not been purchased by the participating investors and that the Transferring Member desires to Transfer to a Buyer following compliance with this Section 9.067.4(d), may be sold to the such Buyer only during the period specified in Section 9.06(d7.4(d)(iv) and only on terms no more favorable to the Transferring Member than those con- tained contained in the Offer Notice. Promptly after such Transfer, the Transferring Member shall notify the LLCCompany, which in turn shall promptly notify all the Non-Purchasing Members, of the consummation thereof and shall furnish such evidence of the completion and time date of completion of the Transfer and of the terms thereof as may reasonably be requested by the BoardBoard of Managers. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have joined become bound by the terms of this AgreementAgreement in the same manner as the Transferring Member, and whereupon such Buyer shall have all the rights and obligations of a Member hereunder as if upon approval of the admission of such Buyer were a MemberTransferee hereunder. In the event that the Pro- posed Transaction Offer is not consummated within the period required by this Section 9.06 7.4(d) or the Buy- er Buyer fails timely to remit to each participating Non-Purchasing Member its respective portion of the sale proceeds, the Proposed Transaction Offer shall be deemed to lapse, and any Transfer of Units pursuant to such Proposed Transaction by the Transferring Member shall be in violation of the provisions of this Agreement unless the Trans- ferring Transferring Member sends a new Offer Notice with respect to such Offered Units and once again complies with the provisions of Sec- tions 9.05 Sections 7.4(c) and 9.06 7.4(d) with respect to such Proposed TransactionTransaction Offer.
Appears in 1 contract
Samples: Limited Liability Company Agreement (PREMIER NUTRITION Corp)
Sale to Third Party. Any Units Shares held by a Transferring Member Shareholder that are the sub- ject subject of the Proposed a Transaction Offer and that the Transferring Member Shareholder desires to Transfer following to a Buyer in compliance with this Section 9.063.4, may be sold to the such Buyer only during the period specified in Section 9.06(d3.4(d) and only on terms no more favorable to the Transferring Member Shareholder than those con- tained contained in the Offer Notice. Promptly after such Transfer, the Transferring Member Shareholder shall notify the LLC, which in turn shall promptly notify all Company and the Members, Eligible Shareholders of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may be reasonably be requested by the BoardCompany. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have joined this Agreement, entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A. and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a MemberShareholder. In the event that the Pro- posed Transaction Offer is not consummated within the period required by this Section 9.06 3.4 or the Buy- er Buyer fails timely to remit to each participating Member Eligible Shareholder its respective portion of the sale proceeds, the Proposed Transaction Offer shall be deemed to lapse, and any Transfer of Units Shares pursuant to such Proposed Transaction Offer shall be in violation of the provisions of this Agreement unless the Trans- ferring Member Transferring Shareholder sends a new Offer Notice with respect to such Offered Shares and once again complies with the provisions of Sec- tions 9.05 Section 3.3 and 9.06 Section 3.4 with respect to such Proposed TransactionTransaction Offer.
Appears in 1 contract
Sale to Third Party. Any Units Shares held by a Transferring Member Stockholder that are the sub- ject subject of the Proposed Transaction Offer and that the Transferring Member Stockholder desires to Transfer following compliance with this Section 9.063.5, may be sold to the Buyer only during the period specified in Section 9.06(d3.4(f) and only on terms no more favorable to the Transferring Member Stockholder than those con- tained contained in the Offer Notice. Promptly after such Transfer, the Transferring Member Stockholder shall notify the LLCCompany, which in turn shall promptly notify all the MembersInvestors, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by the Boarda Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have joined this Agreemententered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a Memberan Other Stockholder. In the event that the Pro- posed Transaction Offer is not consummated within the period required by this Section 9.06 3.5 or the Buy- er Buyer fails timely to remit to each participating Member Investor its respective portion of the sale proceeds, the Proposed Transaction Offer shall be deemed to lapse, and any Transfer of Units Shares pursuant to such Proposed Transaction Offer shall be in violation of the provisions of this Agreement unless the Trans- ferring Member Transferring Stockholder sends a new Offer Notice and once again complies with the provisions of Sec- tions 9.05 Sections 3.4 and 9.06 3.5 with respect to such Proposed TransactionTransaction Offer.
Appears in 1 contract
Sale to Third Party. Any Units Shares held by a Transferring Member Stockholder that are the sub- ject subject of the Proposed Transaction Offer and that the Transferring Member Stockholder desires to Transfer following compliance with this Section 9.063.04, may be sold to the Buyer only during the period specified in Section 9.06(d3.04(d) and only on terms no more favorable to the Transferring Member Stockholder than those con- tained contained in the Offer Notice. Promptly after such Transfer, the Transferring Member Stockholder shall notify the LLCCompany, which in turn shall promptly notify all the Membersother Stockholders, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by the Boardrequested. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have joined this Agreemententered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a MemberStockholder. In the event that the Pro- posed Transaction Offer is not consummated within the period required by this Section 9.06 3.04 or the Buy- er Buyer fails timely to remit to each participating Member Stockholder its respective portion of the sale proceeds, the Proposed Transaction Offer shall be deemed to lapse, and any Transfer of Units Shares pursuant to such Proposed Transaction Offer shall be in violation of the provisions of this Agreement unless the Trans- ferring Member Transferring Stockholder sends a new Offer Notice and once again complies with the provisions of Sec- tions 9.05 Sections 3.03 and 9.06 3.04 with respect to such Proposed TransactionTransaction Offer.
Appears in 1 contract
Sale to Third Party. Any Units held Interests owned by a Transferring Member the Initiating Partner that are the sub- ject subject of the Proposed Transaction Tag Sale Notice and that the Transferring Member Initiating Partner desires to Transfer following compliance with this Section 9.06, 9.3 may be sold to the Buyer only during the period specified in Section 9.06(d9.3(d) and only on terms no more favorable to the Transferring Member Initiating Partner than those con- tained contained in the Offer Tag Sale Notice. Promptly after such Transfer, the Transferring Member Initiating Partner shall notify the LLCGeneral Partner, which in turn shall promptly notify all the Memberseach Class A Partner, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by the Boardsuch Partner. Prior to the effectiveness of any Transfer to in a Buyer hereunderTag Sale under this Section 9.3, the purchaser in such Buyer Tag Sale shall have joined this Agreemententered into a Joinder Agreement for purposes of making such purchaser a party hereto binding such purchaser and subject to all of the terms and conditions hereof, and admitting such Buyer shall have all purchaser as a Partner to the rights and obligations hereunder as if such Buyer were a MemberPartnership. In the event that the Pro- posed Transaction Tag Sale is not consummated within the period required by this Section 9.06 9.3(d) or the Buy- er purchaser fails timely to remit to each participating Member its respective the Tagging Partners their portion of the sale proceeds, the Proposed Transaction shall be deemed to lapse, and any Transfer of Units Interests pursuant to such Proposed Transaction Tag Sale shall be in violation of the provisions of this Agreement unless the Trans- ferring Member Initiating Partner sends a new Offer Tag Sale Notice and once again complies with the provisions of Sec- tions 9.05 and 9.06 ARTICLE IX with respect to such Proposed TransactionTag Sale.
Appears in 1 contract
Samples: Limited Partnership Agreement (Bowhead Specialty Holdings Inc.)
Sale to Third Party. Any Units Shares held by a Transferring Member Seller that are the sub- ject subject of the Proposed Transaction a Seller Transfer and that the Transferring Member Seller desires to Transfer following to a Buyer in compliance with this Section 9.063.4, may be sold to the such Buyer only during the period specified in Section 9.06(d3.4(d) and only on terms no more favorable to the Transferring Member Seller than those con- tained contained in the Offer Notice. Promptly after such Transfer, the Transferring Member Seller shall notify New Holdings and the LLC, which in turn shall promptly notify all the Members, Investors of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by the Boarda Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have joined this Agreemententered into a Joinder Agreement in substantially the form attached hereto as EXHIBIT A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a MemberFounder. In If the event that the Pro- posed Transaction Seller Transfer is not consummated within the period required by this Section 9.06 3.4 or the Buy- er Buyer fails timely to remit to each participating Member Investor its respective portion of the sale proceeds, the Proposed Transaction Seller Transfer shall be deemed to lapse, and any Transfer of Units Shares pursuant to such Proposed Transaction Seller Transfer shall be in violation of the provisions of this Agreement unless the Trans- ferring Member Seller sends a new Offer Notice with respect to such Offered Shares and once again complies with the provisions of Sec- tions 9.05 Section 3.3 and 9.06 Section 3.4 with respect to such Proposed TransactionSeller Transfer.
Appears in 1 contract
Sale to Third Party. Any Units Shares held by a Transferring Member Major Investor that are the sub- ject subject of the Proposed a Transaction Offer and that the Transferring Member Major Investor desires to Transfer following to a Buyer in compliance with this Section 9.063.5, may be sold to the such Buyer only during the period specified in Section 9.06(d3.5(d) and only on terms no more favorable to the Transferring Member Major Investor than those con- tained set forth in the Offer Management Stockholder Co-Sale Notice. Promptly after such Transfer, the Transferring Member Major Investor shall notify the LLC, which in turn shall promptly notify all Company and the Members, Management Stockholders of the consummation thereof and shall furnish such evidence of the completion and time date of completion of the Transfer and of the material terms thereof as may reasonably be requested by the BoardCompany. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have joined this Agreemententer into a Joinder Agreement in substantially the form of Exhibit A, and whereupon such Buyer shall have all the rights and obligations hereunder as if such Buyer were of a MemberMajor Investor hereunder. In If the event that the Pro- posed Transaction Offer is not consummated within the period required by this Section 9.06 3.5 or the Buy- er Buyer fails timely to remit to each participating Member Participating Management Stockholder its respective portion of the sale proceeds, the Proposed Transaction Offer shall be deemed to lapse, and any Transfer of Units pursuant to Shares arising out of or resulting from such Proposed Transaction Offer shall be in violation of the provisions of this Agreement unless the Trans- ferring Member Transferring Major Investor sends a new Offer Management Stockholder Co-Sale Notice with respect to such Shares and once again complies with the provisions of Sec- tions 9.05 and 9.06 Section 3.5 with respect to such Proposed TransactionTransaction Offer.
Appears in 1 contract
Sale to Third Party. Any Units Shares held by a Transferring Member Management Stockholder that are the sub- ject subject of the Proposed a Transaction Offer and that the Transferring Member Management Stockholder desires to Transfer to a Buyer following compliance with this Section 9.063.4, may be sold to the such Buyer only during the period specified in Section 9.06(d3.4(d) and only on terms no more favorable to the Transferring Member Management Stockholder than those con- tained contained in the Offer Notice. Promptly after such Transfer, the Transferring Member Management Stockholder shall notify the LLC, which in turn shall promptly notify all Company and the Members, Investors of the consummation thereof and shall furnish such evidence of the completion and time date of completion of the Transfer and of the material terms thereof as may reasonably be requested by the Boarda Convertible Preferred Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have joined this Agreemententer into a Joinder Agreement in substantially the form of Exhibit A, and whereupon such Buyer shall have all the rights and obligations hereunder as if such Buyer were of a MemberManagement Stockholder hereunder. In the event that the Pro- posed Transaction Offer is not consummated within the period required by this Section 9.06 3.4 or the Buy- er Buyer fails timely to remit to each participating Member Investor its respective portion of the sale proceeds, the Proposed Transaction Offer shall be deemed to lapse, and any Transfer of Units pursuant to such Proposed Transaction Shares by the Transferring Management Stockholder shall be in violation of the provisions of this Agreement unless the Trans- ferring Member Transferring Management Stockholder sends a new Offer Notice with respect to such Offered Shares and once again complies with the provisions of Sec- tions 9.05 Section 3.3 and 9.06 Section 3.4 with respect to such Proposed TransactionTransaction Offer.
Appears in 1 contract