Selling Members. In the event that the Section 9.10 Proposed Purchaser does not purchase the Section 9.10 Drag-Along Membership Interests from the Section 9.10 Dragged Members on the same terms and conditions as purchased from the Section 9.10 Selling Members, then such Section 9.10 Dragged Members shall have the right to require the Company to cause the Section 9.10 Selling Members making such Transfer to purchase on such terms and conditions such Section 9.10 Drag-Along Membership Interests if the Transfer occurs.
Selling Members. As contemplated by Section 13.1(b)(iv), each Non-Fiat Member seeking to Transfer any Membership Interests pursuant to Section 13.1(b)(iv) (a “Selling Member”) must comply with this Section 13.2 and, if applicable, Section 13.3, prior to entering into a binding agreement with respect to such Transfer.
Selling Members. From and after the Effective Date, as contemplated by Section 13.1(b)(vi), each Non-Fiat Member other than US Treasury and Canada seeking to Transfer any Membership Interests pursuant to Section 13.1(b)(vi) (a “Selling Member”) must comply with this Section 13.2 and, if applicable, Section 13.3, prior to entering into a binding agreement with respect to such Transfer.
Selling Members proposes to Transfer to any Person other than a Permitted Transferee (hereinafter for purposes of this Section 9.8, the "SECTION 9.8 PROPOSED PURCHASER") its Membership Interest (or any portion thereof), such Section
Selling Members. Section 9.05(a).
Selling Members. Dated: February 1, 2010 /s/ T. Xxxxxxx Xxxxxx
Selling Members. Alexander G. Free ---------------------------------- James P. Fick EXHIBIT 6.2 CAPITALIZATION OF SELLER
Selling Members of all of their Membership Interest to a Person (such Person being hereinafter referred to as the "SECTION 9.10 PROPOSED PURCHASER"), other than to an Affiliate of any Group A Member, a Permitted Transferee or in a bona fide public distribution pursuant to an effective Registration Statement under the Securities Act, such Section 9.10 Selling Members shall have the right (the "DRAG-ALONG RIGHT"), to require each other Member (hereinafter for purposes of this Section 9.10, the "SECTION 9.10 DRAGGED MEMBERS") to Transfer to the Section 9.10 Proposed Purchaser each such Section 9.10 Dragged Member's entire Membership Interest (such Membership Interests as may be required to be so Transferred being hereinafter referred to as the "SECTION 9.10
Selling Members expressly covenant and agree that during the Prohibited Period, the Selling Members will not, and will cause their Affiliates not to, directly or indirectly, (A) engage or employ, or solicit or contact with a view to the engagement or employment of any Person who is an officer, director, employee or agent of the Company, Buyer or its Affiliates, or (B) canvass, solicit, approach or entice away or cause to be canvassed, solicited, approached or enticed away from the Company, Buyer or its Affiliates any Person who or which is known by the Selling Members to be a customer, consultant or supplier of Buyer or its Affiliates or who or which was a customer, consultant or supplier of the Company within the prior one (1) year, in each instance immediately prior to the Closing.
Selling Members. XXX OF HEATHROW, LLC (SEAL)
