Third Party Disposition Procedures Sample Clauses

Third Party Disposition Procedures. A Member (the “Selling Member”) may sell all of its Company Interest to any bona fide third party purchaser permitted to be a member of a limited liability company under the Act, for cash or other consideration, provided that (i) such Member first complies in good faith with the provisions of Section 12.3(a), (ii) the Selling Member allows the remaining Members to match the bona fide third party offer, and (iii) each Member approves the sale of such Company Interest to such third party purchaser and of such third party becoming an Additional Member, which approval may be granted by such Members at their sole discretion reasonably exercised. No such third party purchaser may become an Additional Member without execution of an Admission Agreement. To satisfy clause (ii) above, the Selling Member shall present a written offer to the remaining Members, through the Executive Committee, stating the name of the proposed third party purchaser (the “Original Purchaser”) and all the terms and conditions of the proposed offer, including sales price. The non-selling Members, for a period of sixty (60) days from receipt of such written offer, shall have the right to elect to accept such written offer on the same terms and conditions applicable to the Original Purchaser. In the event that (A) the remaining Members do not elect to purchase the Company Interest from the Selling Member, (B) the remaining Members do not approve the sale of such Company Interest to the Original Purchaser, and (C) the Selling Member elects to continue its attempt to sell such Company Interest, the following procedure shall apply: (a) The Selling Member may present a bona fide written offer from a different third party purchaser (the “Replacement Purchaser”) to the remaining Members in accordance with this Section 12.4, provided that the Replacement Purchaser offer must be presented to the remaining Members on or before 5:00 p.m. Eastern Time on the fifth business day following the Selling Member’s receipt of notice that the sale of its Company Interest to the Original Purchaser was not approved. The remaining Members shall have the right for a period of sixty (60) days from receipt of such written offer to elect to accept such written offer on the same terms and conditions applicable to such Replacement Purchaser. (b) In the event that (I) (X) the Selling Member does not present a written offer from a Replacement Purchaser, (Y) the remaining Members do not elect to purchase the Selling Member...
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
Third Party Disposition Procedures. (a) After the fifth anniversary of the Effective Date, a Member (the "Selling Member") may sell all or any part of its Company Interest to any third --------------- party purchaser permitted to be a member of a limited liability company under the Act for cash or other consideration, provided that (x) the Selling Member allows the remaining Members to match the offer; and (y) such disposition is subject to the Member Veto Right. No such third party purchaser may become an Additional Member without execution of an Admission Agreement. To satisfy clause (x) above, the Selling Member shall present a written offer to the remaining Members, through the Executive Committee, stating the name of the proposed purchaser, the proposed price and all other basic purchase terms. Each of the remaining Members shall have the right for a period of sixty (60) days from receipt of such written offer to elect to accept such written offer on the same terms and conditions applicable to such proposed purchaser or to exercise their Member Veto Right. (b) In the event that more than one of the remaining Members accepts such offer to purchase such Company Interest from the Selling Member, the remaining Members who wish to purchase such Company Interest may do so at the proposed price on a pro rata basis in accordance with their Allocable Shares and the Members' Capital Accounts (and Allocable Shares) will be ratably adjusted. The Member Veto Right and right of first refusal contained in this Section 12.4 shall expire upon (i) the closing of an initial public offering of securities of the Company, and (ii) upon the merger or consolidation of the Company with or into any other Person other than a transaction in which the Company Interests are not affected or the Members, as a result of the conversion of their Company Interests in such transaction, own 100% of the equity interests of the surviving or resulting entity.
Sample 1

Related to Third Party Disposition Procedures

  • Data Disposition When the contracted work has been completed or when the Data is no longer needed, except as noted above in Section 5.b, Data shall be returned to DSHS or destroyed. Media on which Data may be stored and associated acceptable methods of destruction are as follows: Data stored on: Will be destroyed by:

  • Third Party Claim Procedures In the case of any claim asserted by a third party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the other with respect to such defense.

  • Notification of Disposition If this Option is designated as an Incentive Stock Option, Participant shall give prompt written notice to the Company of any disposition or other transfer of any Shares acquired under this Agreement if such disposition or transfer is made (a) within two (2) years from the Grant Date or (b) within one (1) year after the transfer of such Shares to Participant. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.

  • Extent of Disposition Disposition is partial. The categories of data to be disposed of are set forth below or are found in an attachment to this Directive: Disposition is Complete. Disposition extends to all categories of data.

  • Final Disposition Notwithstanding any other provision in this Agreement, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

  • RECOVERY PROCEDURES The nature and severity of any disaster will influence the recovery procedures. One crucial factor in determining how BellSouth will proceed with restoration is whether or not BellSouth's equipment is incapacitated. Regardless of who's equipment is out of service, BellSouth will move as quickly as possible to aid with service recovery; however, the approach that will be taken may differ depending upon the location of the problem.

  • Direct Claim Procedures In the event an Indemnified Party has a claim for indemnity under Section 7.02 against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claim, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.06.

  • Dispositions and Involuntary Dispositions Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the Borrower will prepay the Term Loans (if any) on the fifth Business Day following receipt of Net Cash Proceeds in an amount equal to 100% of the Net Cash Proceeds received from any Disposition pursuant Section 8.05(b) or any Involuntary Disposition by the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) no Default or Event of Default shall have occurred and be continuing at the time of such certificate or at the proposed time of the application of such proceeds, and such proceeds shall not be required to be applied to prepay the Term Loans except to the extent such proceeds are not so reinvested within (A) twelve (12) months following receipt of such Net Cash Proceeds or (B) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after the end of such 12-month period.

  • Third Party Requests In the event Apple receives a third party request for Your or Your End User’s Content or Personal Data (“Third Party Request”), Apple will (i) notify You, to the extent permitted by law, of its receipt of the Third Party Request; and (ii) notify the requester to address such Third Party Request to You. Unless otherwise required by law or the Third Party Request, You will be responsible for responding to the Request. O. School Official Status Under FERPA (20 U.S.C. § 1232g). If You are an educational agency, or organization, or acting on behalf of an educational agency, or organization, to which regulations under the U.S. Family Education Rights and Privacy Act (FERPA) apply, Apple acknowledges that for the purposes of this Agreement, Your Institution’s Personal Data may include personally identifiable information from education records that are subject to FERPA (“FERPA Records”). To

  • Disposition Services The Manager shall: (i) evaluate and approve potential asset dispositions, sales, or liquidity transactions; and (ii) structure and negotiate the terms and conditions of transactions pursuant to which the assets of the Company may be sold.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!