Examples of Initiating Partner in a sentence
The Partner who proposes to Transfer all or any of such Partner’s Interests in a Tag Sale (the “Initiating Partner”) shall provide written notice (the “Tag Sale Notice”) to each Partner of such Partner’s right to participate in the Tag Sale on a pro rata basis with the Initiating Partner (the “Tag-Along Right”), which Tag Sale Notice shall set forth all of the terms of the Tag Sale (including price, the number and class of Interests that the Initiating Partner proposes to Transfer in such Tag Sale).
Each Tagging Partner may effect its participation in any Tag Sale hereunder by delivery to the purchaser in such Tag Sale, or to the Initiating Partner for delivery to such purchaser, of one or more instruments or agreements, properly endorsed for transfer, representing the Interests being sold by such Tagging Partner in such Tag Sale.
Within ten (10) calendar days after the end of the Tag-Along Election Period, the Initiating Partner shall promptly notify each Tagging Partner of the number of Interests held by such Tagging Partner that will be included in the sale and the date on which the Tag Sale will be consummated, which shall be no later than the later of (i) thirty (30) calendar days after the end of the Tag-Along Election Period and (ii) the satisfaction of any governmental approval or filing requirements, if any.
Each Partner shall have the right to exercise its Tag-Along Right by giving written notice of such Partner’s intent to participate (the “Tag-Along Acceptance Notice”) to the Initiating Partner within twenty (20) days after receipt by such Partner of the Tag Sale Notice (the “Tag-Along Election Period”).
To the extent that any purchaser in a Tag Sale refuses to purchase all of the Interests from the Tagging Partners pursuant to the exercise of their rights under this Section 9.3, the Initiating Partner shall not sell to such purchaser any Interests unless and until, simultaneously with such sale, the Initiating Partner purchases such Interests from the Tagging Partners in accordance with this Section 9.3.