Putting Member definition
Examples of Putting Member in a sentence
By delivering a Put Notice, the Putting Member is irrevocably committing to sell to Leucadia (or the Company, as provided in Section 12.5.4.2 below) the Put Units specified in the Put Notice.
By delivering a Put Notice, the Putting Member is, subject to Section 12.5.3(e), irrevocably committing to sell to NBM (or the Company, as provided in Section 12.4.2 below) the Put Units specified in the Put Notice.
Any failure by the Receiving Party to respond to the Buy-Sell Offer shall be deemed to be an offer to sell all of the Receiving Party's Interests to the Putting Member on the Proposed Terms.
Each Minority Member (including for the purposes of this Section 12.5, their respective Permitted Transferees that have become Members) may, by giving written notice (the "Put Notice") to NBM at any time during a Put Election Period, elect to sell to NBM up to the (x) Put Fraction multiplied by (y) Put Base Amount of such Member (each such Member delivering a Put Notice, for purposes of this Section 12.5, a "Putting Member", and the number of Units specified in a Put Notice shall be the "Put Units").
Any Put Notice delivered under this Section 12.5.1 shall not be effective unless and until the Putting Member (in its capacity as a member of Pennsylvania LLC) delivers a Put Notice under the Pennsylvania Restated LLC Agreement for the same percentage of Pennsylvania LLC Units as is the subject of the Put Notice under this Section 12.5.1.
At such closing, the Putting Member shall execute and deliver to the Company or Glenayre, as applicable, such assignments and other instruments as may be reasonably determined by the Company or Glenayre, as applicable, to be necessary to evidence and carry out the Transfer of the Putting Member’s Interest, and, against receipt thereof, the Company or Glenayre, as applicable, shall pay the Put Price to the Putting Member in cash or Marketable Securities.
The date and place of the closing (the “Put Closing Date”) of the purchase of the Putting Member’s Interest shall occur at such date and place as the Company or Glenayre, as applicable, and the Putting Member may agree, or, in the absence of such an agreement, at the principal offices of the Company at 10:00 a.m. on the ninetieth (90th) day following delivery of the Put Notice.
A Member shall demand a "shoot-out" (the "Putting Member") by issuing an offer (a "Buy-Sell Offer") to the other Member (the "Receiving Member") offering (a) to purchase all Interests of the Company owned by the Receiving Member at a price per Interest and on such other terms as are set forth in the Buy-Sell Offer (the "Proposed Terms"), and (b) to sell all Interests in the Company owned by the Putting Member to the Receiving Member on the same Proposed Terms.
Within 30 days following receipt of a Put Notice, the Company shall notify the Putting Member and Glenayre whether it shall purchase the Putting Member’s Interest.
After the Members have determined the Put Price, the non-Putting Members shall either acquire directly or cause the Company or its other Affiliates to acquire all of the Membership Interests of the Putting Member at the Put Price (the “Put Transaction”).