Examples of Tag Sale Notice in a sentence
For the purposes of this Section 9.3, each Tagging Partner’s “Tag-Along Fraction” shall be equal to the product obtained by multiplying (A) the number of Interests set forth in the Tag Sale Notice by (B) a fraction, (x) the numerator of which is the Percentage Interest of such Tagging Partner, and the denominator of which is the sum of the Percentage Interests of all Tagging Partners and the Initiating Partner(s).
Each Tag-Along Acceptance Notice shall indicate the maximum number of Interests as specified in the Tag Sale Notice that such Partner wishes to sell in the Tag Sale.
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 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”).
In the event that the Tag Sale is not consummated within the period required by Section 9.3(d) or the purchaser fails timely to remit to the Tagging Partners their portion of the sale proceeds, any Transfer of Interests pursuant to such Tag Sale shall be in violation of the provisions of this Agreement unless the Initiating Partner sends a new Tag Sale Notice and once again complies with the provisions of ARTICLE IX with respect to such Tag Sale.
Any Interests owned by the Initiating Partner that are the subject of the Tag Sale Notice and that the Initiating Partner desires to Transfer following compliance with this Section 9.3 may be sold only during the period specified in Section 9.3(d) and only on terms no more favorable to the Initiating Partner than those contained in the Tag Sale Notice.