Selling Members. (b) 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. Section 9.05(a).
Selling Members. Name Number of Series A Preferred Units Number of Incentive Common Units Stellex Capital Investors LP 7,985.35 - Navigant Oak, LLC 26,485 - Xxxxx Xxxx 2,750 13,850 Xxxx Xxxxx 1,000 5,000 Xxxxx Xxxxx - 4,000 Xxxxx Xxxxxx - 2,171 Xxxxxx X’Xxxx 250 2,500 Xxxxx Xxxxxx - 1,000 Xxxxxxx Xxxxxxx 250 4,000 Xxx Xxxxxxxxxxxx - 3,960 JR Bowling - 1,320 Xxx Xxxxxx - 990 Xxx Xxxxxxx 495 1,155 Xxxxx Xxxxx - 4,000 TOTAL 39,215.35 43,946 EAST\168212916.9 ANNEX III Notices To the Purchaser: c/o Alamo Group, Inc. 0000 Xxxx Xxxxxx Xxxxxx Xxxxxx XX 00000 Fax: (000) 000-0000 Attention: Xx Xxxxxxx Email: xxxxxxxx@xxxxx-xxxxx.xxx with a copy (which shall not constitute notice) to:
Selling Members. Selling Members are the only membership owners of the Company and currently own one hundred percent (100%) of the issued and outstanding membership interests of the Company on a fully-diluted basis, and the Company has no other classes of securities outstanding or membership owners.
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 9.8 Selling Member shall provide Notice of the proposed Transfer to the other Members (hereinafter for purposes of Section 9.8, the "SECTION 9.8 OFFEREES") setting forth the price, terms and conditions of the proposed sale of the Membership Interest. Each of the Section 9.8 Offerees shall have the option to acquire such Member's pro rata portion (which shall be in proportion to the Percentage Interests of all Section 9.8 Offerees) at the time of such Notice on the terms and conditions set forth in such Notice. The option of Section 9.8 Offerees to purchase their pro rata portions of the Membership Interest shall be exercised by delivery of a Notice to the Section 9.8 Selling Member and the Company of exercise within twenty (20) days following receipt of the Section 9.8 Selling Member's Notice of the price, terms and conditions of the sale. A Section 9.8 Offeree may exercise such Member's option to purchase such Membership Interest only as to the entire portion thereof that such Member is entitled to purchase. If any Section 9.8 Offeree fails or declines to purchase such Member's pro rata portion of such Membership Interest, then such Member's portion of such Membership Interest shall be offered to the Section 9.8 Offerees who have exercised their options to purchase their pro rata portions. This procedure shall continue until such time as the entire Membership Interest offered hereby has been purchased by such Section 9.8 Offerees or until no such Member desires to purchase any additional Membership Interest hereunder. Each Section 9.8 Offeree shall have the right to offer to acquire such Membership Interest by delivering to the Section 9.8 Selling Member and the Company such Member's Notice of acceptance within three (3) Business Days following receipt of the Company's Notice that additional portions are available. If less than the entire Membership Interest to be sold by the Section 9.8 Selling Member is purchased by the Section 9.8 Offerees, the Section 9.8 Selling Member may sell the entire Membership Interest to be sold within forty-five (45) days after the expiration of the last option to expire under this Section 9.8(a), upon terms and conditions no less favorable to the Section 9.8 Selling Member than were set forth in the initial Noti...
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. “Selling Members” means, collectively, the Butera Properties Manager, the Butera Properties Members, Butera Properties II Manager, Butera Properties II Members, Butera Gateway Center Manager, Butera Gateway Center Members, Bxxxxx Xxxxxx Business Center Manager, Bxxxxx Xxxxxx Business Center Members, Bxxxxx Xxxxxx Place Manager, Bxxxxx Xxxxxx Place Members, Butera Goldenrod Lane Manager, Butera Goldenrod Lane Members and Butera Gateway West II Members, and “Selling Member” means any of the Butera Properties Manager, the Butera Properties Members, Butera Properties II Manager, Butera Properties II Members, Butera Gateway Center Manager, Butera Gateway Center Members, Bxxxxx Xxxxxx Business Center Manager, Bxxxxx Xxxxxx Business Center Members, Bxxxxx Xxxxxx Place Manager, Bxxxxx Xxxxxx Place Members, Butera Goldenrod Lane Manager, Butera Goldenrod Lane Members, and the Butera Gateway West II Members, as the case may be.
Selling Members. “Selling Members” means, collectively, Navistar Investors Manager, Navistar Investors Members, BX Xxxx Manager, and BX Xxxx Members, and “Selling Member” means any of Navistar Investors Manager, Navistar Investors Members, BX Xxxx Manager, and BX Xxxx Members, as the case may be.
