STRATEGIC PARTNER OFFER TO FOUNDING SHAREHOLDER AND OTHER STRATEGIC PARTNERS Sample Clauses

STRATEGIC PARTNER OFFER TO FOUNDING SHAREHOLDER AND OTHER STRATEGIC PARTNERS. The provisions of this Section 15.3 shall apply prior to an Initial Public Offering. In the event that a Strategic Partner wishes to sell all, but not less than all, of its Common Shares (in this Section 15.3, the "Exiting Strategic Partner"), it shall, by notice in writing (in this Section 15.3, the "Offer"), offer to sell such Common Shares (in this Section 15.3, collectively the "Offered Shares"), to the Founding Shareholder and the other Strategic Partners (in this Section 15.3, the "Offerees") at a specified price, which must be paid in cash (in this Section 15.3, the "Offer Price"). The Offer shall be open for acceptance by written notice (in this Section 15.3, the "Notice") delivered to the Exiting Strategic Partner specifying a number of Common Shares desired to be purchased (which number shall not exceed the number of Common Shares which is equal to the product obtained when: (1) the number of Common Shares to be sold by the Exiting Strategic Partner is multiplied by (2) a fraction the numerator of which is the number of Common Shares held by the particular Offeree at the date of Offer and the denominator of which is the aggregate number of Common Shares held by all of the Offerees as at the date of the Offer) for a period of 15 business days after receipt by the Offerees of the Offer (in this Section 15.3, the "Notice Period"). In the event that, prior to the expiry of the Notice Period, no Offeree specifies that it wishes to purchase any of the Exiting Strategic Partner's Common Shares, the Exiting Strategic Partner shall not be permitted to sell any of its Common Shares under this Section 15.3 pursuant to the Offer. If the Offer is accepted by at least one of the Offerees on or before the expiry of the Notice Period (in this Section 15.3, the "First Purchaser(s)"), then the Exiting Strategic Partner shall, by notice in writing (in this Section 15.3, the "Second Offer"), offer those Common Shares which have not yet been accepted by the Offeree(s) under the Offer (in this Section 15.3, the "Remaining Common Shares"), to the First Purchaser(s) only, at the same Offer Price. The Second Offer shall be open for acceptance by written notice (in this Section 15.3, the "Second Notice") delivered to the Exiting Strategic Partner for a period of 15 business days after receipt by the First Purchaser(s) of the Second Offer (in this Section 15.3, the "Second Notice Period"). Notwithstanding anything herein to the contrary, the terms and conditions of the Sec...
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Related to STRATEGIC PARTNER OFFER TO FOUNDING SHAREHOLDER AND OTHER STRATEGIC PARTNERS

  • Outside Activities of the Limited Partners Subject to the provisions of Section 7.5, which shall continue to be applicable to the Persons referred to therein, regardless of whether such Persons shall also be Limited Partners, any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership Group. Neither the Partnership nor any of the other Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner.

  • Ownership by Limited Partner of Corporate General Partner or Affiliate No Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the General Partner or in any Affiliate thereof, if such ownership by itself or in conjunction with other stock or other interests owned by other Limited Partners would, in the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership for federal tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this Section.

  • Outside Activities of Limited Partners Subject to any agreements entered into by a Limited Partner or its Affiliates with the General Partner, Partnership or a Subsidiary, any Limited Partner and any officer, director, employee, agent, trustee, Affiliate or stockholder of any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person, other than the Limited Partners benefiting from the business conducted by the General Partner, and such Person shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person.

  • CORPORATE AND PARTNERSHIP AUTHORITY If Tenant is a corporation or partnership, or is comprised of either or both of them, each individual executing this Amendment for the corporation or partnership represents that he or she is duly authorized to execute and deliver this Amendment on behalf of the corporation or partnership and that this Amendment is binding upon the corporation or partnership in accordance with its terms.

  • NON-SOLICITATION OF BUSINESS PARTNERS During Executive’s employment hereunder, and for a period of twelve (12) months thereafter, Executive shall not, without the prior written consent of the Company, persuade or encourage any business partners or business affiliates of (i) the Company and/or (ii) any of its subsidiaries and/or affiliates with whom Executive has direct contact during his employment hereunder, in each case, to cease doing business with the Company and/or any of its subsidiaries and/or affiliates or to engage in any business competitive with the Company and/or its subsidiaries and/or affiliates.

  • Reports to Limited Partners (a) As soon as practicable after the close of each fiscal quarter (other than the last quarter of the fiscal year), the General Partner shall cause to be mailed to each Limited Partner a quarterly report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal quarter, presented in accordance with generally accepted accounting principles. As soon as practicable after the close of each fiscal year, the General Partner shall cause to be mailed to each Limited Partner an annual report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal year, presented in accordance with generally accepted accounting principles. The annual financial statements shall be audited by accountants selected by the General Partner.

  • Amendment of Partnership Agreement Meetings Sections 14.1(a), 14.1(c) and 14.1(d) are hereby amended by inserting the words "and 4.10(f)(ii)" after each reference to "4.5(f)(ii)" therein.

  • Limited Partner Transfers (a) Except as provided in clauses (b), (c), (d) and (f) of this Section 8.03, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.

  • AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE Section 13.1 Amendments to be Adopted Solely by the General Partner. Each Partner agrees that the General Partner, without the approval of any Partner, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:

  • Right to Acquire Limited Partner Interests (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed.

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