LLC Option Sample Clauses

The LLC Option clause grants one or more parties the right to form a limited liability company (LLC) as part of their business arrangement. Typically, this clause outlines the conditions under which the option can be exercised, such as specific timeframes, required approvals, or triggering events, and may detail the process for establishing the LLC, including contributions, management structure, and ownership interests. Its core practical function is to provide flexibility in structuring the business relationship, allowing parties to formalize their collaboration under an LLC structure, which can offer liability protection and clear governance.
LLC Option. In the event the Remaining Member elects not to exercise any of its rights under this Section 8.3, the LLC, at its election, may assume such rights.
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LLC Option. In the event that (i) voluntary proceedings by, or involuntary proceedings against, any Employee are commenced under any provisions of any federal or state law relating to bankruptcy or insolvency, (ii) the LLC Interests of any Employee are attached or garnished, (iii) any judgment is obtained in any action or proceeding against an Employee and the sale of such Employee’s LLC Interest is contemplated under legal process as a result of such judgment, (iv) any execution or other legal process is issued against any Employee or against such Employee’s LLC Interest or (v) any other form of legal proceedings or process is commenced by which the LLC Interests of an Employee may be Transferred, the LLC (or its designee) will have the right, exercisable upon written notice given to such Employee (the “Involuntary Sale Member”), to purchase all but not less than all of the Involuntary Sale Member’s LLC Interest (the “Involuntary Sale Interest”). The closing of the purchase and sale of the Involuntary Sale Interest will occur in accordance with Article XVIII. At such closing, the Involuntary Sale Member shall execute and deliver such instruments as may be reasonably necessary to effectuate such sale. The LLC (or its designee) will pay the purchase price set forth in Section 10.2 to the Involuntary Sale Member upon the payment terms set forth in Section 10.3.
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LLC Option. If, in LLC’s reasonable discretion, it determines that the AMC Attributable Revenue per Attendee is insufficient to cover the Minimum Guarantee, then LLC may, by written notice to AMC, no later than the date that is 3 months following the 18-month anniversary of the Effective Date terminate the Agreement and revert to the Reverted Agreement, subject to Section 9.03(c) (the “LLC Optional Termination Right”).
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LLC Option. The LLC shall have the first option to purchase all or a portion of the Offered Shares. At any time within ten (10) days after receipt by the LLC of the Offer Notice (the "LLC Option Period"), the LLC may elect to accept the offer to purchase with respect to all or any portion of the Offered Shares and shall give written notice of such election (the "LLC Acceptance Notice") to the Transferring Member within the LLC Option Period. The LLC Acceptance Notice shall constitute a valid, legally binding and enforceable agreement for the sale and purchase of the Offered Shares. If the LLC accepts the offer to purchase 100% of the Offered Shares, the closing for such purchase of the Offered Shares by the LLC under this Section 9.2(b) shall take place within thirty (30) days following the expiration of the LLC Option Period, at the offices of the LLC or on such other date or at such other place as may be agreed to by the Transferring Member and the LLC. If the LLC fails to elect to purchase all of the Offered Shares by exercising its option under this Section 9.2(b) within the period provided, the closing for such purchase of the Offered Shares by the LLC shall take place pursuant to Section 9.2(c) below, and the Transferring Member shall notify the Offeree Members promptly (the "Additional Offer Notice"), which Additional Offer Notice shall identify the Offered Shares that the LLC has failed to elect to purchase (the "Rejected Shares"). The Rejected Shares shall be subject to the options granted to the Offeree Members pursuant to Section 9.2(c) below. The LLC may elect in its sole discretion to pay all or a portion of the purchase price for the Offered Shares by payment of twenty-five percent (25%) in cash or immediately available funds and the delivery of a duly authorized, executed and delivered promissory note of the LLC for the remainder of the purchase price. Such promissory note will (i) provide for the payment of the principal amount owing thereunder in three equal installments on the first, second and third anniversaries of the closing of the purchase of the Offered Shares by the LLC; and (ii) bear interest at an annual percentage rate equal to the prime rate in effect as of the date of the closing of the purchase as reported by the WALL STREET JOURNAL from time to time plus 1%, to be paid at each annual anniversary of the purchase of the Offered Shares; and (iii) be secured by a pledge of the Offered Shares.
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Related to LLC Option

  • Exchange Option (a) The Board of Directors may, at its sole option and without seeking the approval of holders of Voting Shares or Rights but with the prior written consent of the Exchange if the Common Shares are then listed on such exchange, at any time after a Flip-in Event has occurred, authorize the Company to issue or deliver in respect of each Right which is not void pursuant to Subsection 3.1(b), either: (i) in return for the applicable Exercise Price and the Right, debt, equity or other securities or assets (or a combination thereof) having a value equal to twice the applicable Exercise Price; or (ii) in return for the Right, subject to any amounts that may be required to be paid under applicable law, debt, equity or other securities or assets (or a combination thereof) having a value equal to the value of the Right, in full and final settlement of all rights attaching to the Rights, where in either case the value of such debt, equity or other securities or other assets (or a combination thereof) and, in the case of Clause 3.2(a)(ii), the value of the Right, shall be determined by the Board of Directors which may rely upon the advice of a nationally or internationally recognized firm of investment dealers or investment bankers selected by the Board of Directors. (b) If the Board of Directors authorizes the exchange of debt or equity securities or assets (or a combination thereof) for Rights pursuant to Subsection 3.2(a), without any further action or notice, the right to exercise the Rights will terminate and the only right thereafter of a holder of Rights shall be to receive the debt or equity securities or assets (or a combination thereof) in accordance with the exchange formula authorized by the Board of Directors. Within 10 Business Days after the Board of Directors has authorized the exchange of debt or equity securities or assets (or a combination thereof) for Rights pursuant to Subsection 3.2(a), the Company shall give notice of exchange to the holders of such Rights by mailing such notice to all such holders at their last addresses as they appear upon the register of Rights holders maintained by the Rights Agent. Each such notice of exchange will state the method by which the exchange of debt or equity securities or assets (or a combination thereof) for Rights will be effected.