Transfer Actions means, with respect to each Unitholder that participates in, or is required to participate in, a Transfer of Units pursuant to (1) Section 8.9 (each, a "Tag-Along Transfer"), (2) Section 8.7 (each, a "Call Option Transfer"), (3) Section 8.8 (each, a "Put Right Transfer"), or (4) pursuant to an Approved Sale, all such actions as may be necessary, reasonably desirable or otherwise reasonably requested by the Board in order to expeditiously consummate each Tag-Along Transfer, Call Option Transfer, Put Right Transfer or Approved Sale and any related transactions (including any auction or competitive bid process in connection with or preceding such Transfer), including (i) executing, acknowledging and delivering transfer agreements, sale agreements, escrow agreements, consents, assignments, releases, waivers, and any other documents or instruments which in each case are no more burdensome than those executed by the GTCR Investors, the CABO Investor or any of their respective Affiliates (other than the Company and its Subsidiaries) (provided, that other than pursuant to subsection (v) of this definition or with respect to any amounts that are subject to an escrow, holdback or similar arrangement, no Executive will be liable for the inaccuracy of any representation or warranty of any other Unitholder and an Executive's liability for any inaccuracy of any representation or warranty of the Company will be several and not joint and limited to the Executive's pro rata share based upon ownership of Residual Units) (collectively, "Ancillary Documents"); (ii) furnishing information and copies of documents; (iii) filing applications, reports, returns, filings and other documents or instruments with governmental authorities; (iv) otherwise cooperating with the Company, the prospective transferee(s) and their respective representatives and counsel; and (v) joining up to such Unitholder's pro rata share (based upon ownership of Units) in any purchase price adjustments, indemnification or other obligations that the sellers of Units, other equity interests or assets are required to provide in connection with such Tag-Along Transfer, Call Option Transfer, Put Right Transfer or Approved Sale and related transactions, such that proceeds will be distributed as if they had been distributed after giving effect to such adjustments, indemnification and other obligations (other than any such obligations that relate solely to a particular Unitholder, such as indemnification with respec...
Transfer Actions means (i) execution of instruments of transfer and endorsements, as appropriate, of the Senior Loan Documents and the Senior Lender's title policy, in all cases without recourse, (ii) transfer to Prime of all balances in the Blocked Accounts, and (iii) execution of instruments of termination of this Agreement and the other Prime Documents, except the Environmental Indemnification Agreement shall not be terminated but shall instead survive the performance of the Transfer Actions. In connection with the performance of the Transfer Actions, Senior Lender will be obligated to warrant only that it has not encumbered or transferred the Senior Loan Documents.
Transfer Actions means, with respect to each Securityholder that participates in a Transfer of Securityholder Securities pursuant to Section 2 (each, a "Tag-Along Transfer") or a Transfer of Securityholder Securities pursuant to an Approved Sale, all such actions as may be necessary, reasonably desirable or otherwise reasonably requested by the Investor in order to expeditiously consummate each Tag-Along Transfer or Approved Sale and any related transactions (including any auction or competitive bid process in connection with or preceding such Transfer), including (a) executing, acknowledging and delivering transfer agreements, sale agreements, escrow agreements, consents, assignments, releases, waivers and any other documents or instruments which in each case are no more burdensome than those executed by the Investor or any of its Affiliates (provided that Executives may be required to execute customary non-competition agreements, non-solicitation agreements and confidentiality agreements which are not executed by the Investor or any of its Affiliates, although (i) the stated terms of such non-competition agreements and non-solicitation agreements shall in no event exceed three years from the date of the closing of the Tag-Along Transfer or Approved Sale, and (ii) such non-competition agreements shall only apply to activities that the Company or its Subsidiaries conduct at the time of the Transfer or reasonably expect to conduct within twelve months after the Transfer) (collectively, "Ancillary Documents"); (b) furnishing information and copies of documents; (c) filing applications, reports, returns, filings and other documents or instruments with governmental authorities; (d) otherwise cooperating with the Investor, the prospective transferee(s) and their respective representatives and counsel; and (e) joining up to such Securityholder's pro rata share (based upon ownership of Residual Units) in any purchase price adjustments, indemnification or other obligations that the sellers of Securityholder Securities, other equity interests or assets are required to provide in connection with such Tag-Along Transfer or Approved Sale and related transactions, such that proceeds will be distributed as if they had been distributed after giving effect to such adjustments, indemnification and other obligations (other than any such obligations that relate solely to a particular Securityholder, such as indemnification with respect to representations and warranties given by a Securityh...
Examples of Transfer Actions in a sentence
Each holder of Units participating in such Transfer shall take all Transfer Actions in furtherance of or in connection with the consummation of such Transfer as requested by the Transferring Investor(s).
Each Unitholder shall take all Transfer Actions in furtherance of or in connection with the consummation of the Approved Sale as requested by the holders of the Required Interest or the Board including entering into agreements to effectuate the provisions of this Section 8.10.