Examples of Tagged Member in a sentence
Consummation of the sale of Membership Interests by any Section 9.9 Selling Member to a Section 9.9 Proposed Purchaser shall be conditioned upon consummation of the sale by each Section 9.9 Participating Tagged Member to such Section 9.9 Proposed Purchaser of the Section 9.9 Tag-Along Membership Interest, if any.
If one or more Tagging Members elect to participate in the proposed sale of the Offered Interest under this Section 11.3, the Tagged Member shall allocate the Units included in the proposed sale among the Units of the Tagged Member and the electing Tagging Members, pro rata in proportion to their respective Sharing Ratios, with such sale otherwise on the Offered Terms.
The Tagged Member shall keep the electing Tagging Members advised regarding the timing of any such sale.
Any such election shall be made by providing written notice of such election to the Tagged Member within such 20-Business Day period.
Failure by any Section 9.9 Tagged Member to give such Tag-Along Notice within such 5 day period shall be deemed an election by such Section 9.9 Tagged Member not to sell its Membership Interests pursuant to the Initial Tag-Along Notice.
If the Tagged Member does not sell the Offered Interest to the Proposed Purchaser within such 90-day period, the Tagged Member shall again afford the Tagging Members the participation rights set forth in this Section 11.3 with respect to any offer to sell, assign or dispose of all or any portion of the Offered Interest or any other Units held by the Tagged Member.
Failure by any Section 9.9 Tagged Member to give such Tag-Along Notice within such 5 day period shall be deemed an election by such Section 9.9 Tagged Member not to sell its Membership Interests pursuant to the Tag-Along Notice.
When used in this Section 5.6, the phrase “same per unit consideration” shall not include any employment, consulting, change of control, non-compete or any other arrangements applicable to the Holder, the other tagging Members or the Tagged Member and their Affiliates, whether in connection with such Tag-Along Sale or otherwise.
If the Tagged Member does not sell the Offered Interest to the Proposed Purchaser within such 90-day period, the Tagged Member shall again afford the Tagging Members the participation rights set forth in this Section 11.3 with respect to any further offer to sell, assign or dispose of all or any portion of the Offered Interest or any other Units held by the Tagged Member.
The Tagged Member shall attempt to obtain the inclusion in the proposed Tag-Along Sale of the entire Tag-Along Portion which the Holder requested to have included in the Tag-Along Sale (as evidenced, in the case of the Tagged Member, by the Sale Notice and, in the case of the Holder, by the Holder’s Tag-Along Election Notice).