Tagalong Notice definition

Tagalong Notice. Section 12.5(a) "Tagalong Offer" Section 12.5(a) "Tagalong Period" Section 12.5(a) "Tagalong Purchaser" Section 12.5(a) "Tagalong Transaction" Section 12.5(a) "Tax Matters Partner" Section 10.3(a) "Tendering Offeree" Section 12.6(f) "Tendering Partner" Section 12.7(e) "Third Appraiser" Section 12.4 "Third Party Provider" Section 8.14 "Timely Partner" Section 2.4(b) "Trademark License" Section 8.2 "Transferring Partner" Section 12.5(a) "Unanimous Partner Vote" Section 5.1(l)(i) "Unanimous Vote" Section 5.1(k) "Unfunded Shortfall" Section 2.3(b)(ii)(B) "Unpaid Amount" Section 2.4(b) "Unreturned Capital" Section 11.2(a)
Sample 1Sample 2
Tagalong Notice. Section 7.8 "Tagalong Offer" Section 7.8 "Tagalong Period" Section 7.8 "Tagalong Purchaser" Section 7.8 "Tagalong Transaction" Section 7.8 "Tax Matters Partner" Section 6.3 "TBCC" Preamble "Third Appraiser" Section 7.6 "Transferring Member" Section 7.8
Sample 1Sample 2
Tagalong Notice. Section 13.5(a) "Tagalong Offer" Section 13.5(a) "Tagalong Period" Section 13.5(a) "Tagalong Purchaser" Section 13.5(a) "Tagalong Transaction" Section 13.5(a) "Tax Matters Partner" Section 11.3(a) "Third Appraiser" Section 12.4 "Trademark License" Section 8.1(a) "Transferring Partner" Section 13.5(a) -21- December 12, 1996
Sample 1

Examples of Tagalong Notice in a sentence

  • The Selling Member shall have sixty (60) days following the expiration of the Tag-along Period in which to consummate the Tag-along Sale, on terms not more favorable to the Selling Member than those set forth in the Tag-along Notice (which such sixty (60)-day period may be extended for a reasonable time not to exceed ninety (90) days to the extent reasonably necessary to obtain required approvals or consents from any Governmental Authority).

  • The election of each Tag-along Stockholder set forth in a Tag-along Exercise Notice shall be irrevocable, and, to the extent the offer in the Tag-along Notice is accepted, such Tag-along Stockholder shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 4.04.

  • Each Tag-along Member which does not deliver a Tag-along Notice in compliance with Section 10.5(d)(ii) shall be deemed to have waived all of such Tag-along Member’s rights to participate in the Tag-along Sale with respect to the Units (and/or Unit Equivalents) owned by such Tag-along Member.

  • Prior to effecting any Tagalong Transaction, the Transferring Partner shall deliver to each other Partner a binding, irrevocable offer (the "Tagalong Offer") by the Tagalong Purchaser to purchase the entire Interest of the other Partners at the same price per each one percent (1%) Percentage Interest and on the same terms and conditions as the Tagalong Purchaser has offered to the Transferring Partner (the "Tagalong Notice").

  • The "Tagalong Offer" shall be irrevocable for a period (the "Tagalong Period") ending at 11:59 p.m., local time at the Partnership's principal place of business, (x) with respect to a Tagalong Purchaser that is an existing Partner or a Controlled Affiliate of an existing Partner, on the one hundred eightieth (180th) day following the date of the Tagalong Notice and (y) with respect to any other Tagalong Purchaser, on the first anniversary of the date of the Tagalong Notice.

  • The election by a Tag-along Stockholder set forth in its Tag-along Notice shall be irrevocable except as provided in this Section 3.04(c), and such Tag-along Stockholder shall be bound and obligated, and entitled, to Transfer such Company Shares in the proposed Tag-along Sale on and subject to the terms and conditions set forth in this Section 3.04.

  • The number of Tagalong Shares which the Noncontrolling Shareholder may request the Controlling Shareholders to transfer to the Purchase Offeror pursuant to the Tagalong Notice shall not exceed a number equal to (i) the quotient of the number of Offered Shares divided by the number of all Shares held by the Noncontrolling Shareholders multiplied times; (ii) the number of Shares held by the Controlling Shareholder.

  • After a Tag-along Notice has been given, the Notice of Allotment and the Tag-along Notice shall be deemed to be a binding agreement between the Offeree and the Company, for the allotment of shares as denominated in the Tag-along Notice in the name of the Offeree, for a consideration and on conditions relatively identical to those under which the other allotments were made in the Company, and which shall not be inferior to the conditions in the Notice of Allotment.

  • The Selling Stockholder shall have thirty (30) days following the expiration of the Tag-along Period in which to consummate the Tag-along Sale, on terms not more favorable to the Selling Stockholder than those set forth in the Tag-along Notice (which 30-day period may be extended for a reasonable time not to exceed forty-five (45) days to the extent reasonably necessary to obtain required approvals or consents from any governmental authority).

  • Prior to effecting any Tagalong Transaction, the Transferring Partner shall deliver to the other Partner a binding, irrevocable offer (the "Tagalong Offer") by the Tagalong Purchaser to purchase the entire Interest of the other Partner at the same price per each one percent (1%) Percentage Interest and on the same terms and conditions as the Tagalong Purchaser has offered to the Transferring Partner (the "Tagalong Notice").

Related to Tagalong Notice

  • Drag-Along Notice has the meaning set forth in Section 3.03(b).

  • Tag-Along Notice has the meaning set forth in Section 3.04(c).

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.

  • CAFA Notice refers to the notice requirements imposed by 28 U.S.C. § 1715(b).

  • Sale Notice has the meaning set forth in Section 9.18(b).

  • Offering Notice has the meaning set forth in Section 3.1(a).

  • Proposed Transfer means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Stockholders.

  • Transfer Notice means the notice of a proposed transfer of Shares described in Section 8.

  • Co-Sale Notice has the meaning set forth in Section 4.3.

  • Tag-Along Portion means, with respect to you and your Permitted Transferees, the number of shares of Common Stock beneficially owned by you and your Permitted Transferees on the date of the Tag-Along Notice multiplied by a fraction, the numerator of which is the maximum number of shares of Common Stock which can be sold in the Tag-Along Sale and the denominator of which is the aggregate number of shares of Common Stock beneficially owned by the Participants, collectively.

  • ROFO Notice is defined in Section 6.2(a).

  • Tag or “RFID tag” means the unique identification number or Radio Frequency Identification (RFID) issued to a licensee by the agency for tracking, identifying and verifying marihuana plants, marihuana products, and packages of marihuana product in the statewide monitoring system.

  • Investor Notice means written notice from an Investor notifying the Company and the selling Key Holder that such Investor intends to exercise its Secondary Refusal Right as to a portion of the Transfer Stock with respect to any Proposed Key Holder Transfer.

  • ROFR Notice has the meaning set forth in Section 3.02(d).

  • First Offer Notice shall have the meaning set forth in Section 14.4(a).

  • Transaction Notice means a written request of Seller to enter into a Transaction in a form attached as Exhibit C hereto or such other form as shall be mutually agreed upon between Seller and Purchaser, which is delivered to the Purchaser in accordance with Section 3(c) herein.

  • Pre-Notice shall have the meaning ascribed to such term in Section 4.13.

  • Acquisition Notice has the meaning set forth in Section 2.6(a).

  • Option Notice has the meaning set forth in Section 5.2(a).

  • Offer Notice shall have the meaning set forth in Section 4.1.

  • Minimum Offering Notice means a written notification, signed by Broker, pursuant to which the Broker shall represent (1) that subscriptions for the Minimum Offering have been received, (2) that, to the best of Broker’s knowledge after due inquiry and review of its records, Cash Investment Instruments in full payment for that number of Shares equal to or greater than the Minimum Offering have been received, deposited with and collected by NCPS, (3) and that such subscriptions have not been withdrawn, rejected or otherwise terminated, and (4) that the Subscribers have no statutory or regulatory rights of rescission without cause or all such rights have expired.

  • Auction Notice has the meaning assigned to such term in the definition of “Dutch Auction”.

  • Restriction Notice has the meaning set forth in Section 8.04(f) hereof.