Acquisition, sale or change of control of a member
Acquisition, Sale or Change of Control of a Member Sample Clauses
Acquisition, Sale or Change of Control of a Member. Nothing contained in this Agreement shall limit the right of a Member to engage in any transaction which results in such Member acquiring or being acquired or controlled by an entity (including, without limitation, by stock sale, merger, asset sale or other like transaction) including, without limitation, an entity which engages in whole or part in any business which is competitive with the business of the Company. In the event that such transaction is to be effected, the Company and all other Members shall promptly be notified thereof. The Member involved in such transaction agrees that its obligations under this Agreement, and in the case of TOPS, the Supply Agreement, shall continue in full force and effect, unless this Agreement is terminated as set forth below. In addition, good faith negotiations shall be conducted between the Members with a view toward a possible combination of the competitive business with that of the Company. In the event that such negotiations fail or in the event that either Member otherwise wishes to terminate this Agreement (and, in the case of TOPS, the Supply Agreeement), the Members agree that they will negotiate the terms for the sale of the Units owned by the Member engaged in such transaction to the other Member based on the fair value of the Units determined at such time by negotiations or by an appropriate appraisal method, if required.