Triggering Member definition
Examples of Triggering Member in a sentence
If the closing date is not so fixed, then such date shall automatically be 120 days following the date of delivery of the Approved Sale Response Notice; provided, however, that if such date is not a Business Day, then such date shall be the next Business Day; provided, further, that if the consummation of the Triggering Member Sale requires the approval of any Governmental Entity, then the closing date may be extended to the first Business Day following the receipt of such approval.
If any Member elects to trigger its Buy-Sell Right as provided in this Section 13.1, such Member (together with any of its designees, the “Buy-Sell Triggering Member”) may deliver to the other Member (together with any of its designees, the “Buy-Sell Non-Triggering Member”) a Notice (the “Buy-Sell Notice”) stating (i) that the Buy-Sell Triggering Member is exercising its Buy-Sell Right under this Section 13.1, and (ii) that the terms of payment shall be all cash at closing.
At the closing, the Triggering Member shall deliver to the Non-Triggering Member such customary agreements, certificates and/or instruments as the Non-Triggering Member may reasonably request, duly executed, transferring title to such Interests to the Non-Triggering Member, free and clear of all liens an encumbrances.
The form of the definitive agreements relating to such Triggering Member Sale shall be mutually agreed upon and contain the terms and conditions set forth in the Approved Sale Response Notice and such other customary representations, warranties and covenants for transactions similar to the Triggering Member Sale.
The Triggering Member shall secure customary confidentiality agreements from any prospective buyer and shall be in breach of its own confidentiality obligations to the Company and the other Member if it fails to do so.