Common use of Change of Control Call Option Clause in Contracts

Change of Control Call Option. A “Change of Control Transaction” shall be deemed to be occasioned by, or to include each of the following (i) the merger, acquisition or consolidation of a Member by means of any transaction or series of related transactions, provided that the applicable transaction shall not be deemed a Change of Control Transaction if the Member’s stockholders constituted immediately prior to such transaction hold more than fifty percent (50%) of the voting power of the surviving or acquiring entity (or its parent) immediately following such transaction; (ii) any transaction or series of related transactions to which the Member is a party in which more than fifty percent (50%) of the Member’s voting power is transferred (taking into account only voting power resulting from stock held by such stockholders prior to such transaction) and (iii) a sale, transfer or other disposition, in a single transaction or series of related transactions, of all or substantially all of the assets of the Member and its subsidiaries taken as a whole (including, without limitation, the sale or disposition (by merger or otherwise) of one or more subsidiaries of the Member if substantially all of the assets of the Member and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, transfer or other disposition is to a wholly-owned subsidiary of the Member); provided that a Change of Control Transaction shall not include (x) a merger or consolidation with a wholly-owned subsidiary of the Member (y) a merger effected exclusively for the purpose of changing the domicile of the Member or (z) any transaction or series of related transactions principally for bona fide equity financing purposes of the Member in which the Member is the surviving entity. The treatment of any particular transaction or series of related transactions as a Change of Control Transaction may be waived by the vote or written consent of the holders of a Supermajority in interest of the Members. If a Member consummates a Change of Control Transaction, then such Member shall, within ten (10) Business Days following the completion of such Change of Control Transaction, offer all (and not less than all) of such Member’s Units for sale to the Members (excluding the offering Member) in accordance with the following process:

Change of Control Call Option. A “Change of Control Transaction” shall be deemed to be occasioned by, or to include each of the following (i) the merger, acquisition or consolidation of a Member by means of any transaction or series of related transactions, provided that the applicable transaction shall not be deemed a Change of Control Transaction if the Member’s stockholders constituted immediately prior to such transaction hold more than fifty percent (50%) of the voting power of the surviving or acquiring entity (or its parent) immediately following such transaction; (ii) any transaction or series of related transactions to which the Member is a party in which more than fifty percent (50%) of the Member’s voting power is transferred (taking into account only voting power resulting from stock held by such stockholders prior to such transaction) and (iii) a sale, transfer or other disposition, in a single transaction or series of related transactions, of all or substantially all of the assets of the Member and its subsidiaries taken as a whole (including, without limitation, the sale or disposition (by merger or otherwise) of one or more ormore subsidiaries of the Member if substantially all of the assets of the Member and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, transfer or other disposition is to a wholly-owned subsidiary of the Member); provided that a Change of Control Transaction shall not include (x) a merger or consolidation with a wholly-owned subsidiary of the Member (y) a merger effected exclusively for the purpose of changing the domicile of the Member or (z) any transaction or series of related transactions principally for bona fide equity financing purposes of the Member in which the Member is the surviving entity. The treatment of any particular transaction or series orseries of related transactions as a Change of Control Transaction may be waived by the vote or written consent of the holders of a Supermajority in interest of the Members. If a Member consummates a Change of Control Transaction, then such Member shall, within ten (10) Business Days following the completion of such Change of Control Transaction, offer all (and not less than all) of such Member’s Units for sale to the Members (excluding the offering Member) in accordance with the following process: