Common use of Transfer to Members Clause in Contracts

Transfer to Members. If, after the procedures set forth in Section 9.2.1(c) above, Matching Offers covering all but not less than all of the Offered Interest are timely made, the Transferring Member will promptly notify the applicable Holders of Participating Units of the final allocation of the Offered Interest and will transfer the Offered Interest to the Participating Members in accordance with the Matching Offer and pursuant to the allocation determined pursuant to Sections 9.2.1(b) and (c). At the closing of the proposed transfer (which date, place and time will be at the Company’s office at 9:00 a.m. New York time on the tenth (10th) Business Day following the giving of the notice described in the first sentence of this Section 9.2.1(d) unless otherwise mutually agreed by the Participating Members and the Transferring Member), the Transferring Member will deliver the Units and written instruments of transfer in form satisfactory to the Participating Members, duly executed by such Transferring Member if applicable, free and clear of any liens, against delivery of the purchase price therefor.

Appears in 4 contracts

Samples: Employment Agreement (Simon Worldwide Inc), Employment Agreement (Simon Worldwide Inc), Limited Liability Company Agreement (Simon Worldwide Inc)

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