Consideration; Closing. If the consideration proposed to be paid for the Transfer Units is in property, services or other non-cash consideration, the value of the consideration shall be the Fair Market Value and as set forth in the Company Notice. If the Company or any Preferred Member cannot for any reason pay for the Transfer Units in the same form of non-cash consideration, the Company, such Preferred Member, as applicable, may pay the Fair Market Value cash value equivalent thereof, as set forth in the Company Notice or Purchase Notice, as applicable. The closing of the purchase of Transfer Units by the Company and/or the Preferred Members shall take place, and all payments from the Company shall have been delivered to the selling ROFR Subject by the later of (i) the date specified in the Transfer Notice as the intended date of the Proposed Transfer and (ii) forty-five (45) days after delivery of the Transfer Notice.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Apogee Therapeutics, Inc.), Limited Liability Company Agreement (Apogee Therapeutics, LLC)
Consideration; Closing. If the consideration proposed to be paid for the Transfer Units is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Fair Market Value Board of Directors and as set forth in the Company Notice. If the Company or any Preferred Member cannot for any reason pay for the Transfer Units in the same form of non-cash consideration, the Company, Company or such Preferred Member, as applicable, Member may pay the Fair Market Value cash value equivalent thereof, as determined in good faith by the Board of Directors and as set forth in the Company Notice or Purchase Notice, as applicable. The closing of the purchase of Transfer Units by the Company and/or and the Preferred Members shall take place, and all payments from the Company and the Preferred Members shall have been delivered to the selling ROFR Subject holder of Common Units or vested Non-Voting Incentive Units, as applicable, by the later of (i) the date specified in the Transfer Notice as the intended date of the Proposed Transfer and (ii) forty-five (45) days after delivery of the Transfer Notice.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Cullinan Oncology, LLC), Limited Liability Company Agreement (Cullinan Oncology, LLC)
Consideration; Closing. If the consideration proposed to be paid for the Transfer Units is in property, services services, or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Fair Market Value Board of Managers and as set forth in the Company Notice. If the Company or any Preferred Member cannot for any reason pay for the Transfer Units in the same form of non-cash consideration, the Company, such Preferred Member, as applicable, Company may pay the Fair Market Value cash value equivalent thereof, as determined in good faith by the Board of Managers and as set forth in the Company Notice or Purchase Notice, as applicable. The closing of the purchase of Transfer Units by the Company and/or the Preferred Members shall take place, and all payments from the Company shall have been delivered to the selling ROFR Subject Member, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Transfer Member Transfer; and (ii) forty-five (45) days after delivery receipt of the Proposed Transfer NoticeNotice by the Company.
Appears in 1 contract
Sources: Limited Liability Company Agreement (P3 Health Partners Inc.)