Offer Right. On or after the later to occur of (i) the final settlement or disposition of the Litigation or (ii) January 31, 2002, either Member shall have the right but not the obligation, to offer to buy the other Member's interest (an "OFFER RIGHT"). A Member shall exercise its Offer Right, if at all, by giving written notice of exercise (an "OFFER EXERCISE NOTICE") to the Company and the other Members. The Members shall negotiate in good faith the terms of the transaction for a period of 60 days following the date of the Offer Exercise Notice. If the Members cannot agree on the terms within the 60 day period or on extending the 60 day period, then the Management Board shall cause the entire Company or Business to be sold to the highest bidder; provided, however, that a fairness opinion as to such transaction from a recognized investment banking firm is delivered to the Management Board. Either Member may participate in the bidding for the purchase of the entire Company or Business pursuant to this Section 10.7.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Thomas Industries Inc), Limited Liability Company Agreement (Genlyte Group Inc)