Transferring Owner definition
Examples of Transferring Owner in a sentence
The Partnership shall have 60 days following receipt of the ROFO Notice (the “ROFO Review Period”) to propose an offer to enter into the Proposed Transaction with the Transferring Owner (the “ROFO Response”).
The ROFO Notice shall include any material terms, conditions and details that would be necessary for the Partnership to make a responsive offer to enter into the Proposed Transaction with such Transferring Owner, which terms, conditions and details shall at a minimum include any terms, conditions or details that such Transferring Owner would propose to provide to non-Affiliates in connection with the Proposed Transaction.
If the Partnership submits a ROFO Response within the ROFO Review Period, the Partnership and the Transferring Owner shall negotiate, in good faith, the terms of the purchase and sale of the ROFO Assets for 60 days following the receipt of the ROFO Response (the “ROFO Negotiation Period”) by the Transferring Owner.
The number of Owner Shares which each Tag Along Owner may elect to add to the Proposed Transfer shall be determined in accordance with the following formula: (i) the Initial Shares, times (ii) a fraction the numerator of which is the total of the Owners Shares owned by such Tag Along Owner, and the denominator of which is the total Owner Shares owned by the Transferring Owner.
The provisions of Section 3.1 and Section 3.2 shall not apply to a Transfer of Equity Interests by an Owner to an Affiliate of such Owner; provided that a Transferring Owner shall provide the other Owners with sixty (60) days prior written notice of a Transfer to an Affiliate and the Transferring Owner shall pay any applicable transfer taxes (if any).
If such Transfer by the Transferring Owner is not consummated within such 180-day period, then the provisions of Article V shall be applicable again to such Transfer.
If none of the Non-Transferring Owners elect to exercise their Rights of First Refusal within the Third-Party Offer Period, the Transferring Owner and the Third-Party Offeror shall have 365 days after the end of the Third-Party Offer Period in which to consummate the transfer of the Transferring Interest in strict accordance with the terms and conditions of the Third-Party Offer, as set forth in the Third-Party Offer Notice.
The Transfer Notice shall specify the nature and the amount of the Transfer Interests and the aggregate price at which the Transferring Owner proposes to sell the Transfer Interests.
The Seller's option under this Section 6,18(f) shall be exercisable by a written notice to the Transferring Owner (which notice shall be irrevocable and binding on the Seller), given no later than fifteen (15) days from the date of the Transferor's Notice.
First, the Company may elect to purchase all or any portion of the Stockholder Shares specified in the First Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Owner as soon as practical but in any event within ten days after the delivery of the First Offer Notice to the Company.