Procedures; Purchase Price Clause Samples

Procedures; Purchase Price. (i) The Company shall notify all Members promptly after it has knowledge of the occurrence of a Purchase Event. In such notice or at any time thereafter, the Company may elect to assign all or any portion of its purchase rights under this Article XII to the Members. In the event that the Company elects to exercise its right under Section 12.1(a) it may give the Seller written notice of such election at any time after the date on which the Company first has knowledge of the occurrence of such Purchase Event. If the Company assigns all or any portion of its purchase rights under this Article XII to the Members, each Member (other than the Seller) will have the option exercisable for a period of 60 days after receipt of the Company’s notice of assignment to elect to acquire all, but not less than all, of such Members’ pro rata portion (in accordance with the number of Units held by each such Member as compared to the total number of Units held by all of the Members, excluding, in each case, any Profit Units held by Profit Unit Members) of the portion of the Purchase Interest assigned by the Company to the Members, by delivery of written notice to the Company and the Seller. (ii) If options to purchase have been exercised by the Company and the Members with respect to some but not all of the Purchase Interest by the end of the 60-day period specified in the last sentence of the foregoing subsection (i), then the Company shall, immediately after the expiration of such period, send written notice to those Members who fully exercised their option within such period (the “Exercising Buyers”). Each Exercising Buyer shall have an additional option to purchase all or any part of the balance of any such remaining unsubscribed portion of the Purchase Interest. To exercise such additional option, an Exercising Buyer must deliver a written notice to the Company and the Seller within 10 days after the expiration of the 60-day period specified in the last sentence of the foregoing subsection (i). In the event there are two or more such Exercising Buyers that choose to exercise the last-mentioned option for a portion of the Purchase Interest in excess of the portion available, the remaining portion available for purchase under this subsection (ii) shall be allocated to such Exercising Buyers pro rata (in accordance with the number of Units held by each such Member as compared to the total number of Units held by all of the Members, excluding, in each case, any Profit Units ...