Syndication of Membership Interests in ASC Sample Clauses

Syndication of Membership Interests in ASC. The parties hereto acknowledge that Buyer intends to offer for sale to local surgeons who are on the medical staff of the Center membership interests representing up to a maximum of one-third of the total outstanding membership interests in ASC (the “Syndication”). The Syndication will be commenced as soon as is reasonably practicable following the Closing Date and will remain open for a minimum of 30 days and a maximum of 90 days (as determined by Buyer in its sole discretion). Buyer shall conduct the Syndication as a private placement in accordance with applicable exemptions under federal and state securities laws. Anything in this Section 11.2 to the contrary notwithstanding, the parties hereto acknowledge that the decision to accept or reject any subscription to purchase membership interests pursuant to the Syndication, or to close the Syndication without selling any such membership interests, shall be at the sole discretion of Buyer.