Participating Unitholder definition
Examples of Participating Unitholder in a sentence
The Partnership agrees to include in any such registration statement all information which, in the opinion of counsel to the Initiating Unitholder, counsel to any Participating Unitholder and counsel to the Partnership, is necessary or desirable to be included therein.
Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Participating Unitholder Indemnified Person, and shall survive the transfer of such securities by such Participating Unitholder.
The amount of Class A Common Units which may be sold by MDCP and each Participating Unitholder in any such Transfer shall be determined by multiplying (i) the quotient determined by dividing the percentage of Class A Common Units owned by such Person by the aggregate percentage of Class A Common Units owned by MDCP and the Participating Unitholders and (ii) the number of Class A Common Units to be sold in the contemplated Transfer.
Any of the Participating Unitholders may elect to sell in any Transfer contemplated under this Section 3(c) a lesser number of Class A Common Units than such Participating Unitholder is entitled to sell hereunder, in which case MDCP shall have the right to sell an additional number of Class A Common Units in such Transfer equal to the number that such Participating Unitholder has elected not to sell.
Each holder of Class A Common Units may elect to become a “Participating Unitholder” with respect to such proposed Transfer by delivering to MDCP and the Company within ten (10) days after delivery of the Tag-Along Sale Notice a written notice, stating that such Unitholder has elected to be a Participating Unitholder in respect of such Transfer.
For example, if the Tag-Along Sale Notice contemplated a sale of 100 Class A Common Units by MDCP, and if MDCP at such time owns 60% of all Class A Common Units and if one other Unitholder elects to participate and owns 20% of all Class A Common Units, MDCP would be entitled to sell 75 Class A Common Units (60% ÷ 80% x 100 Class A Common Units) and the Participating Unitholder would be entitled to sell 25 Class A Common Units (20% ÷ 80% x 100 Class A Common Units).
Each Potential Participating Unitholder may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder within fifteen (15) days after delivery of the Sale Notice.
The Company will notify each Participating Unitholder promptly upon the termination of the Suspension Period.
The Company will use its reasonable best efforts to obtain and deliver to each Underwriter and Unitholder a 10b-5 statement and legal opinion from the Company’s counsel in customary form and covering such matters as are customarily covered by 10b-5 statements and legal opinions delivered to Underwriters in underwritten offerings as such Underwriter and/or Participating Unitholder may reasonably request.
The Partnership will notify each Participating Unitholder promptly upon the termination of the Suspension Period.