Sales by OTPPB Subject to Tag-Along Rights Sample Clauses

Sales by OTPPB Subject to Tag-Along Rights. (a) If OTPPB proposes to sell Common Interests to one or more Third Parties (the “Proposed Purchasers”) in a single transaction or series of related transactions with the same terms and conditions (collectively, a “Third Party Sale”) and the number of Common Interests to be sold in such Third Party Sale together with all Common Interests previously sold by OTPPB in all prior Third Party Sales exceeds 20% of the number of Common Interests owned by OTPPB as of the date of this Agreement (any Third Party Sale that would cause such 20% threshold to be exceeded or is effected after such 20% threshold has been exceeded, a “Tag-Along Sale”), OTPPB shall give written notice (the “Tag-Along Notice”) to each other Partner at least fifteen (15) Business Days prior to the closing of such Tag-Along Sale. Notwithstanding the foregoing, no sale pursuant to (i) Section 9.03 of this Agreement, (ii) Article X of this Agreement, (iii) any LP Interest Agreement, (iv) an effective registration statement filed pursuant to the Securities Act or (v) Rule 144 under the Securities Act in an unsolicited brokerage transaction to the public shall be deemed to be a Third Party Sale or Tag-Along Sale for purposes of this Section 9.02. The Tag-Along Notice shall (i) describe in reasonable detail the material terms and conditions of the proposed Tag-Along Sale including the percentage of OTPPB’s Common Interests to be sold (the “Sale Percentage”), the identity of the Proposed Purchasers, the purchase price and the anticipated consummation date and (ii) include, if available, a substantially final draft copy of the Tag-Along Sale agreement with the Proposed Purchasers.
Sample 1
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Related to Sales by OTPPB Subject to Tag-Along Rights

  • Stock Subject to Plan The Option and the Option Shares granted and issued pursuant to this Agreement have been granted and issued under, and are subject to the terms of, the Plan. The terms of the Plan are incorporated by reference in this Agreement in their entirety, and the Optionee, by execution of this Agreement, acknowledges having received a copy of the Plan. The provisions of this Agreement will be interpreted as to be consistent with the Plan, and any ambiguities in this Agreement will be interpreted by reference to the Plan. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan will prevail.

  • Options Subject to Plan This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

  • Consideration; Subject to Plan The grant of the Option is made in consideration of the services to be rendered by the Participant to the Company and is subject to the terms and conditions of the Plan. Capitalized terms used but not defined herein will have the meaning ascribed to them in the Plan.

  • Option Subject to Plan By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Option is subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

  • Restricted Stock Subject to Plan This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

  • Transfer of Shares After the Effective Time No transfers of Shares shall be made on the stock transfer books of the Surviving Corporation at or after the Effective Time.

  • RSUs Subject to Plan By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. All RSUs are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

  • Shares Subject to Agreement The Shares shall be subject to the terms and conditions of this Agreement. Except as otherwise provided in Section 5, no adjustment shall be made for dividends or other rights for which the record date is prior to the issuance of the Shares. The Company shall not be required to deliver any Shares until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Committee to be applicable are satisfied.

  • CONDITIONS TO THE COMPANY’S RIGHT TO COMMENCE SALES OF SHARES OF COMMON STOCK The right of the Company hereunder to commence sales of the Purchase Shares on the Commencement Date is subject to the satisfaction or, where legally permissible, the waiver of each of the following conditions:

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