Examples of Transferring Unitholder in a sentence
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.
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.
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.
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.
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.
The Tag Along Right may be exercised by each other Principal Unitholder by delivery of a written notice to the Transferring Unitholder (the “Tag Along Exercise Notice”) within ten (10) days following receipt of the Tag Along Notice.
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.
The tag-along rights provided by this Section 8.3 must be exercised by each Tagging Unitholder within 15 days following receipt of the notice required by the preceding sentence, by delivery of a written notice to the Transferring Unitholder as the case may be, indicating such Tagging Unitholder's desire to exercise its rights and specifying the number of Units it desires to sell.
If the proposed transferee fails to purchase Units from any Tagging Unitholder that has properly exercised its tag-along rights, then the Transferring Unitholder shall not be permitted to make the proposed transfer, and any such attempted transfer shall be void and of no effect.
If the Other Holders 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 Transferee(s) thereof than specified in the Sale Notice during the 90-day period immediately following the date of the delivery of the Sale Notice.