Common use of Managing Member Right of First Refusal Clause in Contracts

Managing Member Right of First Refusal. In the event that a -------------------------------------- Transferring Member is proposing to sell or assign all or any portion of its Membership Shares to any Person, such Transferring Member shall deliver a Transfer Notice to the Managing Member no later than thirty (30) days prior to the contemplated closing of such sale or assignment. For a period of thirty (30) days following receipt its receipt of such Transfer Notice, the Managing Member may exercise a right to purchase all or a portion of the Membership Shares described in such Transfer Notice on the same terms and conditions as set forth therein. Managing Member's purchase right shall be exercised by written notice signed by the Managing Member (the "Managing Member Notice") and delivered to such Transferring Member. The Managing Member shall effect the purchase of the Transferring Member's Membership Shares, including payment of the purchase price, not more than thirty (30) days after delivery of the Managing Member Notice, and at such time the Transferring Member shall sell to the Company the Membership Shares free and clear of any liens or encumbrances and shall execute such documentation as the Managing Member may reasonably propose in connection with such sale. Upon the purchase by the Managing Member of Membership Shares pursuant to this Section 8.2, such Membership Shares shall be owned for all purposes by the Managing Member (who may make such acquired Membership Shares available for issuance pursuant to Section 3.7 hereof) and the resulting Percentage Interests of the remaining Members shall be amended accordingly.

Managing Member Right of First Refusal. In the event that a -------------------------------------- Transferring Member is proposing to sell or assign all or any portion of its Membership Shares to any Person, such Transferring Member shall deliver a Transfer Notice to the Managing Member no later than thirty (30) days prior to the contemplated closing of such sale or assignment. For a period of thirty (30) days following receipt its receipt of such Transfer Notice, the Managing Member may exercise a right to purchase all or a portion of the Membership Shares described in such Transfer Notice on the same terms and conditions as set forth therein. Managing Member's purchase right shall be exercised by written notice signed by the Managing Member (the "Managing Member Notice") and delivered to such Transferring Member. The Managing Member shall effect the purchase of the Transferring Member's Membership Shares, including payment of the purchase price, not more than thirty (30) days after delivery of the Managing Member Notice, and at such time the Transferring Member shall sell to the Company the Membership Shares free and clear of any liens or encumbrances and shall execute such documentation as the Managing Member may reasonably propose in connection with such sale. Upon the purchase by the Managing Member of Membership Shares pursuant to this Section 8.2, such Membership Shares shall be owned for all purposes by the Managing Member (who may make such acquired Membership Shares available for issuance pursuant to Section 3.7 hereof) and the resulting Percentage Interests of the remaining Members shall be amended accordingly.