Common use of Offering; Exceptions Clause in Contracts

Offering; Exceptions. Each time the Offering Member receives an offer for a Transfer of any of its Common Units (or applicable Unit Equivalents) (other than Transfers that (i) are permitted by Section 11.02, (ii) are proposed to be made by a Dragging Member or required to be made by a Drag-along Member pursuant to Section 11.04, or (iii) are made by a Tag-along Member upon the exercise of its tag-along right pursuant to Section 11.05 after Applicable ROFR Rightholders have declined to exercise their rights in full under this Section 11.03), the Offering Member shall first make an offering of the Offered Units to the Applicable ROFR Rightholders, all in accordance with the following provisions of this Section 11.03, prior to Transferring such Offered Units to the proposed purchaser.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Longeveron LLC)

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Offering; Exceptions. Each time the Offering Member receives an offer for a Transfer of any of its Preferred Units and/or Common Units (or applicable Unit Equivalents) (other than Transfers that (i) are permitted by Section 11.0210.02, (ii) are proposed to be made by a Dragging Member or required to be made by a Drag-along Member pursuant to Section 11.0410.04, or (iii) are made by a Tag-along Member upon the exercise of its tag-along right pursuant to Section 11.05 10.05 after the Company and Applicable ROFR Rightholders Rightsholders have declined to exercise their rights in full under this Section 11.0310.03(b)), the Offering Member shall first make an offering of the Offered Units to the Company, first, and the Applicable ROFR RightholdersRightsholders, second, all in accordance with the following provisions of this Section 11.0310.03, prior to Transferring such Offered Units to the proposed purchaser.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ascend Wellness Holdings, LLC)

Offering; Exceptions. Each time the Offering Member receives an offer for a Transfer of any of its Preferred Units and/or Common Units (or applicable Unit Equivalents) (other than Transfers that (i) are permitted by Section 11.0210.02, (ii) are proposed to be made by a Dragging Member or required to be made by a Drag-along Member pursuant to Section 11.0410.04, or (iii) are made by a Tag-along Member upon the exercise of its tag-along right pursuant to Section 11.05 10.05 after the Company and Applicable ROFR Rightholders have declined to exercise their rights in full under this Section 11.0310.03), the Offering Member shall first make an offering of the Offered Units to the Company, first, and the Applicable ROFR Rightholders, second, all in accordance with the following provisions of this Section 11.0310.03, prior to Transferring such Offered Units to the proposed purchaser.

Appears in 1 contract

Samples: Limited Liability Company Operatng Agreement (Helpful Alliance Co)

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Offering; Exceptions. Each time the Offering Member receives an offer for a Transfer of any of its Common Units (or applicable Unit Equivalents) (other than Transfers that that, (i) are permitted by Section 11.02, (ii) are proposed to be made by a Dragging Member or required to be made by a Drag-along Member pursuant to Section 11.0410.04, or (iiiii) are made by a Tag-along Member upon the exercise of its tag-along right pursuant to Section 11.05 10.05 after the Company and Applicable ROFR Rightholders Rightholder have declined to exercise their rights in full under this Section 11.0310.03), the Offering Member shall first make an offering of the Offered Units to the Company, first, and the Applicable ROFR RightholdersRightholder, second, all in accordance with the following provisions of this Section 11.0310.03, prior to Transferring such Offered Units to the proposed purchaser.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Good Hemp, Inc.)

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