Transferring Sponsor definition
Examples of Transferring Sponsor in a sentence
At a minimum, the Offer Notice shall be in writing and shall contain (i) the rights, title and interests in, and obligations under this Agreement that the Transferring Sponsor proposes to Transfer; and (ii) the cash purchase price and any other material terms and conditions of such proposed transfer.
The tag-along rights provided by this Section 5.2 must be exercised by the Purchaser within five (5) Business Days following receipt by the Purchaser of the first notice delivered to him by the Company with respect to the Proposed Transfer, by delivery of a written notice to the Company and the Transferring Sponsor indicating his desire to exercise his tag-along rights and specifying the number of Company Shares he desires to Transfer in the Proposed Transfer.
Transferring Sponsor, at the price and on the terms and conditions set forth in the Sponsor Transfer Notice.
Offer Notice" means the notice required to be given to the other Sponsoring Companies by a Transferring Sponsor offering to sell all or a portion of such Transferring Sponsor's rights, title and interests in, and obligations under this Agreement.
The Transferring Sponsor shall deliver or cause to be delivered to the Other Sponsor copies of all transaction documents relating to the proposed Transfer as the same become available.
If, at any time, any Sponsor Shareholder (a "Transferring Sponsor Shareholder") proposes to Transfer shares in the Company to any proposed transferee in any transaction or series of related or similar transactions (such proposed Transfer by a Transferring Sponsor Shareholder, a "Sponsor Transfer"), such Transferring Sponsor Shareholder shall afford IFC the opportunity to participate proportionately in such Sponsor Transfer in accordance with this Section 3.3.
The Tag-Along Notice shall also contain a true and correct copy of any offer to the Transferring Sponsor Shareholder by the proposed purchaser to purchase such shares in the Company.
At the time of any such proposed Sponsor Transfer, such Transferring Sponsor Shareholder shall give notice to IFC of its right to sell shares in the Company hereunder (a "Tag-Along Notice"), which notice shall identify the proposed purchaser and state the number of shares in the Company proposed to be Transferred in such Sponsor Transfer, the proposed offering price and any other material terms and conditions of the proposed Sponsor Transfer.
Each Sponsor Stockholder shall cause any Transferee of a Sponsor Stockholder who is deemed pursuant to Section 2.1(b) to be a member of such Transferring Sponsor Stockholder to become a party to this Agreement as an “Investor Stockholder” by executing a counterpart to this Agreement or a written instrument agreeing to be bound by the provisions hereof.
Each Tag-Along Holder may elect to sell in any Transfer contemplated under this Section 4(c) a lesser number of Stockholder Shares than such Tag-Along Holder is entitled to sell hereunder, in which case the Transferring Sponsor shall have the right to sell an additional number of Stockholder Shares equal to the number that each Tag-Along Holder has elected not to sell.