SCHMXXX'X XXX-ALONG RIGHTS Sample Clauses

SCHMXXX'X XXX-ALONG RIGHTS. If the Control Parties propose to transfer 50% or more of the Membership Interests that include 50% or more of the Profits Interests of the Company to a Third Party and the Control Parties do not exercise the drag-along rights provided in Section 6.5(d), the Control Parties must notify the Schmxxx Xxxties in writing ("Tag-Along Notice") of such intended transfer at least thirty (30) days prior to the proposed consummation of such transfer, which notice will contain all of the terms of the transfer, including, without limitation, the name and address of the prospective purchaser(s), the purchase price (but excluding any consideration paid or to be paid for actual services rendered or to be rendered at fair market rates) and other terms and conditions of payment (or the basis for determining the purchase price and other terms and conditions), and including all extraordinary compensation or other extraordinary payments to be paid in connection with such transfer, and the date on or about which such sale is to be consummated. (i) Within thirty (30) days after the Tag-Along Notice is given, the Schmxxx Xxxties may notify (collectively, the "Participation Notice") the Control Parties that they collectively will sell Membership Interests held by each of them on the same terms as set forth in the Tag-Along Notice. The Membership Interests of each Schmxxx Xxxty that may be sold to the Third Party shall be no greater than the amount that results in the Membership Interests of the Schmxxx Parties being sold to the Third Party being in the same proportion to the total Membership Interests then held by the Schmxxx Xxxties as the amount of Membership Interests then owned by the Control Parties being sold to the Third Party bears to the aggregate amount of Membership Interests then owned by the Control Parties. (ii) If the Control Parties receive the Participation Notice from the Schmxxx Xxxties in a timely manner, they will cause the Third Party to include the Schmxxx Xxxties in the agreement of sale referred to in the Tag-Along Notice. (iii) Any Participation Notice given pursuant to this Section 6.5(e), when taken together with the Tag-Along Notice given by the Control Parties, will constitute a binding legal agreement on the terms and conditions therein set forth, subject to the consummation of the transactions described in the Tag- Along Notice, it being understood that any material modification, amendment, variance or other change by the Control Parties of the term...
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Related to SCHMXXX'X XXX-ALONG RIGHTS

  • Xxxxxx Xxxxxx Xxxx Xx Day, 3rd Monday in January;

  • Nxxxx X Xxxxxxx is hereby designated as the Chief Executive Officer and Chief Financial Officer and Jxxx Xxxxxxxxx is designated the General Counsel and Secretary of the Company, each to serve in such capacity until his earlier death, resignation or removal from office.

  • Xxx Xxxx In the alternative, Consultant may obtain a copy of the prevailing wages from the City’s Representative. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

  • Xxxx Xxxx Purchase Order and Sales Contact Email 2 2 Purchase Order and Sales Contact Phone 2 3 Company Website 4 Entity D/B/A's and Assumed Names 5 Primary Address 2 6 Primary Address City 7 Primary Address State 2 8 Primary Address Zip 9 Search Words Identifying Vendor Certification of Vendor Residency (Required by the State of Texas)

  • XXX XXXXXXX Xxx The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.

  • Xxxxx Xxxx Purchase Order and Sales Contact Email 2 Purchase Order and Sales Contact Phone 2 3 Company Website 2 4 Entity D/B/A's and Assumed Names 5 Primary Address 2 6 Primary Address City 7 Primary Address State 2 8 Primary Address Zip 9 Search Words Identifying Vendor Certification of Vendor Residency (Required by the State of Texas)

  • Xxxxxx Xxxx The right-of-way, the roadway and all improvements constructed thereon connecting the airport to a public highway.

  • Xxxxx Xxx Xxxx & Xxxxxxxxx LLP; 0000 X Xxxxxx, XX.; Xxxxx 000; Xxxxxxxxxx, XX 00000.

  • XXXXXX XXX Xxxxxx Xxx, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto.

  • Xxxx, Xx Xxxxxxxxxx, XX 00000 Attention: Xxxxx X. Xxxxxxxxxx, CEO Email: Xx.Xxxxxxxxxx@xxx.xxx ​ with a copy to : ​ Stock Yards Bancorp, Inc.

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