Transferring Unitholder definition
Examples of Transferring Unitholder in a sentence
If the Company or MDCP has elected to purchase Class A Common Units hereunder, the Transfer of such Class A Common Units shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Unitholder, but in any event within 90 days after delivery of the Offer Notice.
Each Potential Participating Unitholder may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder within fifteen (15) days after delivery of the Sale Notice.
Notwithstanding the foregoing, if a Member electing to participate does not agree to execute and deliver or does not execute and deliver any documentation required by this Section 9.2(b) or otherwise requested by the Transferring Unitholder or the Proposed Purchaser in connection with the Transfer, such Member shall not be entitled to participate in the proposed Transfer.
If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice.
The initial Capital Account for each Transferee who is not already a Unitholder will be equal to the Capital Account of the Transferring Unitholder (or portion thereof) at the same time that such Transferee becomes a Unitholder in accordance with Treas.
The Other Unitholders holding the applicable class of Units to be so Transferred may elect to participate in the contemplated Transfer by delivering written notice to the Transferring Unitholder within 15 days after delivery by the Transferring Unitholder of such Transfer Notice.
Such participation shall be based upon the Pro Rata Share represented by the Units requested to be included in such Transfer by each Unitholder relative to the Pro Rata Share of all Units of such class or series held by the Unitholders participating in such Transfer (including the Transferring Unitholder).
If a Unitholder does not elect, in the aggregate, to purchase all of the Offered Units from the Transferring Unitholder, the Transferring Unitholder shall have the right, within the 90 days following the Authorization Date, to Transfer the Offered Units not so purchased to the Transferee specified in the Offer Notice at a price not less than the price per Unit specified in the Offer Notice and on other terms no more favorable to the Transferee thereof than specified in the Offer Notice.
If the Other Unitholders have not elected to participate in the contemplated Transfer (through notice to such effect or expiration of the 20-day period after delivery of the Sale Notice), then the Transferring Unitholder may Transfer the Units specified in the Sale Notice at a price and on terms no more favorable to the Transferring Unitholder thereof than specified in the Sale Notice during the 90-day period immediately following the date of the delivery of the Sale Notice.
Any decision by the Third Party Purchaser to reduce the number of Units included in the Tag Along Notice shall result in a corresponding pro rata reduction of the number of Units to be sold by each Transferring Unitholder and each other Unitholder, as applicable.