Right of First Refusal. If a Member desires to sell, transfer or otherwise dispose of all or any part of their interest in the Company, such Member (the “Selling Member”) shall first offer to sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)
Appears in 150 contracts
Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement
Right of First Refusal. (Applies ONLY if Multi-Member): If a Member desires to sell, transfer or otherwise dispose of all or any part of their interest in the Company, such Member (the “"Selling Member”") shall first offer to sell and convey such interest to the other Members Member(s) before selling, transferring transferring, or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty (60) days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen (15) days after the delivery of said offer offer, the other Members Member(s) shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen (15) days conclusively shall be deemed a rejection of the offer. Any or all of the other Members Member(s) may elect to accept the offer, and if more than one of the other Members Member(s) elects to accept the offer, the interest being sold and the purchase price therefore price, therefore, shall be allocated among the Members Member(s) so accepting the offer in proportion to their Members’ ' Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members Member(s) elect to accept the offer, then the closing of title shall be held in accordance with the offer offer, and the Selling Member shall deliver to the other Members Member(s) who have accepted the offer an assignment of the interest being sold by the Selling Member, Member(s) and said other Members Member(s) shall pay the purchase price prescribed in the offer. If no other Member Member(s) accepts the offer, or if the Members Member(s) who have accepted such offer default in their obligations to purchase the interest, then the Selling Member Member(s) within 120 one-hundred and twenty (120) days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member Member(s) of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member Member(s) in accordance with this Agreement. If the Selling Member Member(s) does not sell such interest within said 120 one-hundred and twenty (120) days, then the Selling Member Member(s) may not thereafter sell such interest without again offering such interest to the other Members Member(s) in accordance with this Agreement. (Check if Applicable).
Appears in 50 contracts
Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement, Limited Liability
Right of First Refusal. If Notwithstanding Section 8.1, a Member desires to sell, may transfer or otherwise dispose of all or any part of their the Member's interest in the Company, such Member Company (the “Selling Member”"Interest") shall as follows: The Member desiring to transfer their Interest first offer must provide written notice (the "Notice") to the other Members, specifying the price and terms on which the Member is prepared to sell the Interest (the "Offer"). For a period of 30 days after receipt of the Notice, the Members may acquire all, but not less than all, of the Interest at the price and under the terms specified in the Offer. If the other Members desiring to acquire the Interest cannot agree among themselves on the allocation of the Interest among them, the allocation will be proportional to the Ownership Interests of those Members desiring to acquire the Interest. Closing of the sale of the Interest will occur as stated in the Offer; provided, however, that the closing will not be less than 45 days after expiration of the 30-day notice period. If the other Members fail or refuse to notify the transferring Member of their desire to acquire all of the Interest proposed to be transferred within the 30-day period following receipt of the Notice, then the Members will be deemed to have waived their right to acquire the Interest on the terms described in the Offer, and the transferring Member may sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance Interest consistent with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest Offer to any other person or entity entity; provided, however, that notwithstanding anything in Section 8.2 to the contrary, should the sale to a third person be at a purchase price which or on terms that are more favorable to the purchaser than stated in the Offer, then the transferring Member must reoffer the sale of the Interest to the remaining Members at that other price or other terms; provided, further, that if the sale to a third person is not less than closed within 6 months after the purchase price prescribed in expiration of the offer 30-day period describe above, then the provisions of Section 8.2 will again apply to the Interest proposed to be sold or conveyed. Notwithstanding the foregoing provisions of Section 8.2, should the sole remaining Member be entitled to and upon elect to acquire all the terms and conditions which are substantially Interests of the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member Members of the Company shall only entitle such person in accordance with the provisions of Section 8.2, the acquiring Member may assign the right to acquire the Interests to a spouse, lineal descendent, or an affiliated entity if the assignment is reasonably believed to be necessary to continue the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to existence of the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)limited liability company.
Appears in 37 contracts
Samples: Multi Member Operating Agreement, Multi Member Operating Agreement, Multi Member Operating Agreement
Right of First Refusal. (Applies ONLY if Multi-Member): If a Member desires to sell, transfer transfer, or otherwise dispose of all or any part of their interest in the Company, such Member (the “"Selling Member”") shall first offer to sell and convey such interest to the other Members before selling, transferring transferring, or otherwise disposing of such interest to any other person, corporation corporation, or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty (30) nor more than sixty (60) days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer transfer, or other disposition. Within fifteen (15) days after the delivery of said offer offer, the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen (15) days conclusively shall be deemed a rejection of the offer. Any or all of the other Members Member(s) may elect to accept the offer, and if more than one (1) of the other Members elects to accept the offer, the interest being sold and the purchase price therefore therefor shall be allocated among the Members so accepting the offer in proportion to their Members’ ' Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer offer, and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, Member and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 one- hundred and twenty (120) days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 one-hundred and twenty (120) days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable).
Appears in 12 contracts
Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement
Right of First Refusal. If a Member Except for transfers described in Section 6.4, if any Person desires to sell, transfer any or otherwise dispose all of all or any part of their the interest in the CompanyPartnership owned by him, or if any such Member interest becomes subject to an involuntary transfer such Person (the “Selling Member”"Transferor") shall first offer to sell will so notify the Partnership and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entityPartners in writing (the "Other Partners"). Such offer shall be in writing, shall be given to every other Member, and shall The notice will set forth the interest to name and address of the proposed transferee, who, in the case of a sale, must be sold, the purchase price to be paida bona fide prospective purchaser, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer)proposed transfer, the location at which proposed transfer price (in terms of a dollar amount) and the closing is to take place, and all other material terms and conditions of the sale, transfer or other dispositionproposed transfer. Within fifteen For a period of 60 days after receipt of such notice, the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any Partnership may purchase some or all of the other Members may offered interest by giving written notice to the Transferor. If the Partnership does not elect to accept purchase the offerentire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and if more the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than one all, of the other Members elects interest that the Partnership did not elect to accept purchase. Such purchase by the offerOther Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest being sold and owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase price therefore shall be allocated among his proportion of such interest, the Members so accepting the offer remaining Other Partners may purchase such interest in proportion to their Members’ Percentage Interests, unless they otherwise agree interests in writing. If any the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the other Members elect interest to accept be transferred). If all of the offerremaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, then the closing of title shall be held Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the offer and terms of the Selling Member shall deliver notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity provisions for repurchase identical to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with limitations imposed by this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable).
Appears in 9 contracts
Samples: Partnership Agreement (Miller Lloyd I Iii), Partnership Agreement (Jni Corp), Partnership Agreement (Synergy Brands Inc)
Right of First Refusal. If a Member desires to sell, transfer or otherwise dispose of all or any part of their interest in the Company, such Member (the “Selling Member”) shall first offer to sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable) - MULTI-MEMBER: Admission of New Members The Company may admit new Members (or transferees of any interests of existing Members) into the Company by the unanimous vote or consent of the Members. As a condition to the admission of a new Member, such Member shall execute and acknowledge such instruments, in form and substance satisfactory to the Company, as the Company may deem necessary or desirable to effectuate such admission and to confirm the agreement of such Member to be bound by all of the terms, covenants and conditions of this Agreement, as the same may have been amended. Such new Member shall pay all reasonable expenses in connection with such admission, including without limitation, reasonable attorneys’ fees and the cost of the preparation, filing or publication of any amendment to this Agreement or the Articles of Organization, which the Company may deem necessary or desirable in connection with such admission. No new Member shall be entitled to any retroactive allocation of income, losses, or expense deductions of the Company. The Company may make pro rata allocations of income, losses or expense deductions to a new Member for that portion of the tax year in which the Member was admitted in accordance with Section 706(d) of the Internal Revenue Code and regulations thereunder. In no event shall a new Member be admitted to the Company if such admission would be in violation of applicable Federal or State securities laws or would adversely affect the treatment of the Company as a partnership for income tax purposes. (Check if Applicable)
Appears in 4 contracts
Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement
Right of First Refusal. If If, for any reason, a Member desires of the Company wishes to sell, transfer sell or otherwise dispose of all or any part of their interest in the Company, such in part or in whole, the Member (referred to as the “Selling Member”) shall first is required to offer to sell sell, transfer, or otherwise convey the interest in the Company, the Selling Member must first communicate the wish to dispose of their interest and convey such interest make an offer to the other Members of the company before selling, transferring selling or otherwise disposing of such their interest to any other person, corporation or other entitya third party. Such The offer shall made by the Selling Member is required to be in writing, shall writing and will be given presented to every other Member, and shall set forth Member of the Company. The written offer must include: The interest that the Selling Member is disposing of The price that the Selling Member wishes to be sold, paid The closing date of the purchase price to transaction which cannot be paid, the date on which the closing is to take place (which date shall be not less than thirty nor days or more than sixty days after the delivery of offer has been presented to the offer), the location at which the Member The place closing is to will take place, and all place Any other material relevant terms and conditions related to the sale or disposal of the saleinterest The other Members that received the offer from the Selling Member must reply within fifteen days, transfer through a written notice, to either accept, counteroffer, or other dispositionreject the offer of the Selling Member. Within fifteen days after the delivery of said offer If the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice do not reply within said fifteen days conclusively shall then the offer will be deemed a rejection of the offerconsidered to be rejected. Any or all of the other Members may elect to accept the offer, and if If more than one of the other Members elects to accept Member accepts the offer, the interest being that is to be sold and the purchase price therefore shall of the interest will be allocated shared among the Members so accepting the offer in proportion to their Members’ Percentage Interestspercentage interests, unless they otherwise agree a different arrangement is agreed to in writing. If any or all of the other Members elect to accept the offer, offer presented by the Selling Member then the title closing of title shall will be held in accordance with the offer and presented by the Selling Member. The Selling Member will deliver an assignment for the interest being sold to the Members that accepted the offer. At that time, the Members that accepted the offer will pay the purchase price as outlined in the offer of the Selling Member. If the other Members decide not to accept the offer or the Members that did accept are unable to meet their obligations as stipulated in the offer, the Selling Member shall deliver may sell the interest to a third party at a price not less than the offer presented to the other Members who have accepted and at terms and conditions that are the offer an assignment same or similar to the terms offered to the other Members of the Company as long as the other terms of this Agreement which apply to the sale are adhered to. This process must be completed within one hundred and twenty days. Assigning the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then of the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member third party in this manner only entitles the third party to the distributions and allocations of the Company shall only entitle such person or entity that the interest so assigned is entitled to unless the allocations and distributions to which the assigned interest is entitled, unless such person or entity third party applies for admission to the Company as a member and is subsequently admitted to the Company company as a Member member in accordance line with the terms of this Agreement. If the interest of the Selling Member does is not sell such interest sold within said 120 days, one hundred and twenty days then the Selling Member may not thereafter sell such interest without again offering such interest will have to offer the other Members such interest again before they will be able to offer it to a third party. At the time of offering the interest again, they can change the terms and conditions which include but aren’t limited to the purchase price and the amount of interest in accordance with this Agreement. (Check if Applicable)the Company to be sold.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement
Right of First Refusal. If a Member desires Prior to sell, transfer or otherwise dispose any proposed Transfer of all or any part of their interest an Ownership Interest, other than to a Permitted Transferee pursuant to Section 14.3, the Transferor must obtain a Third Party Offer. For purposes of this Section 14.4, a Transfer of an Ownership Interest of a Member shall be deemed to occur upon any change in the Company, control of such Member other than to a Permitted Transferee pursuant to Section 14.3. The Third Party Offer must not be subject to unstated conditions or contingencies or be part of a larger transaction such that the price for the Ownership Interest stated in such Third Party Offer does not accurately reflect the Fair Market Value (reduced by the “Selling Member”amount of associated liabilities) shall first offer to sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entityOwnership Interest. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery The Third Party Offer must contain a description of all of the offer)consideration, the location at which the closing is to take place, and all other material terms and conditions of the saleproposed Transfer. The Transferor will give notice of the Third Party Offer to the Company and the Members (the "Other Members") other than the Transferor, transfer or other dispositiontogether with a written offer to sell the Ownership Interest (which is the subject of the Third Party Offer) to the Company on the same price and terms as the Third Party Offer. Within fifteen The Company may accept such offer by the Transferor, in whole but not in part, by giving notice to the Transferor within 30 days after notice of such offer. The closing of such sale will be held at the Company's registered office in Colorado on a date to be specified by the Company which is not later than 60 days after the delivery date of said offer the other Company's notice of acceptance. At the closing, the Company will deliver the consideration in accordance with the terms of the Third Party Offer, and the Transferor will by appropriate documents assign to the Company the Ownership Interest to be sold, free and clear of all liens, claims and encumbrances. Subject to Section 14.5, if the Company has not accepted the Third Party Offer and closed the purchase in accordance with this Section 14.4, the Other Members shall deliver have the right, on a pro rata basis in accordance with the ratio of their Percentage Ownership Interests, to purchase, in whole but not in part, the Ownership Interest of the Transferor in accordance with the terms of the Third Party Offer by written notice to the Selling Member a written notice either accepting or rejecting Transferor within 30 days after the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection expiration of the offerthirty-day period for the Company's acceptance. Any or If all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting reject the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member closed in accordance with this AgreementSection 14.4, the Transferor will be free for a period of 60 days after the last day for such acceptance to sell all, but not less than all, of such Ownership Interest so offered, but only to the Third Party for a price and on terms no more favorable to the Third Party than the Third Party Offer. If such Ownership Interest is not so sold within such 60-day period (or within any extensions of such period agreed to in writing by the Selling Member does not Company), all rights to sell such interest within said 120 days, then the Selling Member may not thereafter sell Ownership Interest pursuant to such interest Third Party Offer (without again offering such interest making another offer to the other Members in accordance with Company pursuant to this Agreement. (Check if Applicable)Section 14.4) will terminate and the provisions of this Article will continue to apply to any proposed future Transfer.
Appears in 2 contracts
Samples: Management Agreement (Nevada Gold & Casinos Inc), Management Agreement (Casino America Inc)
Right of First Refusal. a. If a Member Xxxxxxxxx desires to sellsell any or all of Xxxxxxxxx'x LLC Interests to a third party (other than a Permitted Transferee) and Xxxxxxxxx receives an offer from a third party that would permit Xxxxxxxxx to do so, transfer or otherwise dispose of all or any part of their interest in the Company, such Member Xxxxxxxxx shall give notice (the “Selling Member”"Offer Notice") shall first offer to sell and convey such interest to the other Members before selling, transferring or otherwise disposing LLC and the Principals within 15 days of receipt of such interest to any other personoffer ("Offer"), corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and which Offer Notice shall set forth the interest name and address of the third party, the amount of the Membership Points associated with the LLC Interests to be sold, the proposed purchase price to be paid, and the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the saleOffer. The Principals shall have the option, transfer or other disposition. Within fifteen exercisable by notice to Xxxxxxxxx, within 60 days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all date of the other Members may elect Offer Notice ("Election Period"), to accept the offerpurchase, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer pro rata in proportion to their Members’ Percentage InterestsMembership Points, unless they otherwise agree all (but not less than all) of the Xxxxxxxxx LLC Interests and associated Membership Points subject to the Offer ("Offered Membership Points") at the same price and on substantially the same terms specified in writing. If any the Offer except as provided in Section 7.4(c); provided, however, (i) that, if one or more of the Principals does not elect to purchase his or its full proportionate amount of the Offered Membership Points, then the balance may be purchased by each of the other Principals ("Remaining Principals") in an amount equal to the balance multiplied by a fraction, the numerator of which is the number of Membership Points then held by a Remaining Principal and the denominator of which is the number of Membership Points then held by all of the Remaining Principals, or in such other Members elect proportions as they may agree, and (ii) that the Remaining Principals must exercise their option to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment purchase all of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offerOffered Membership Points pro rata, or if the Members who have accepted in such offer default in their obligations to purchase the interestother proportions as such Remaining Principals may agree, then the Selling Member within 120 ten days ("Final Election Period") after the delivery expiration of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)Election Period.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Wilmington Trust Corp), Limited Liability Company Agreement (Wilmington Trust Corp)
Right of First Refusal. If at any time a Member desires to sell, transfer or otherwise dispose of all or any part of their interest in the Company, such Member (the “"Selling Member”") shall first offer desires to sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place Transfer all (which date shall be but not less than thirty nor more than sixty days after the delivery all) of the offer)Distribution rights associated with its Interest (the "Subject Interest") to a third party pursuant to a bona fide offer to purchase for cash, or cash and notes, the location at which following shall apply: (a) The Selling Member shall give to each other Member(s) (collectively the closing is to take place"Other Members") a written offer describing the Subject Interest, the name of the proposed purchaser, the price and all payment terms and other material terms and conditions offered by the proposed purchaser (the "Offer"). (b) The Other Members shall have 30 days from the receipt of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect Offer to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offerOffer, provided all other applicable requirements of this Agreement are complied withas buyer, by giving written notice thereof to the Selling Member. An assignment of such interest Subject to subsection (c) below, each Other Member shall have the right to purchase a person or entity who is not a Member portion of the Company Subject Interest equal to (i) a fraction the numerator which is the Percentage Interest of the Other Member and the denominator of which is the sum of the Percentage Interests of all of the Other Members who desire to purchase part of the Subject Interest or (ii) such other portion as shall only entitle be agreed upon by all such person Other Members who desire to so purchase. (c) If some or entity all of the Other Members agree to purchase all (but not less than all) of the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 daysSubject Interest, then the Selling Member may not thereafter sell such interest without again offering such interest and the Other Members who are purchasing shall close the purchase upon the terms and conditions of the Offer within 60 days after the Offer is made (or if later the closing date set forth in the Offer). If the purchase price set forth in the Offer includes any secured notes, a pledge of the Subject Interest as collateral by the purchasing Other Members shall be deemed equivalent to the other Members collateral described in accordance with this Agreementthe Offer. (Check d) If the Other Members fail to agree to purchase all of the Subject Interest within the time period set out above, the Selling Member shall have the right (subject to compliance with the provisions of Section 9.2 (excluding subsection (b) thereof) and if Applicablethe purchaser is to become a Substitute Member, subject to Section 9.3 (excluding subsection (e) thereof)) to consummate the sale or conveyance of all of the Subject Interest so long as (i) the purchaser is the proposed purchaser named in the Offer, (ii) the price, payment and other terms are at least as favorable to the Selling Member as those set forth in the Offer, (iii) the closing occurs on or before the date set forth in the Offer (but no more than 120 days after the date of the Offer). (e) Any purchaser of a Subject Interest under subsection (d) above desiring to make a further sale or conveyance of any part of the Subject Interest shall be subject to this Section. 9.8
Appears in 2 contracts
Samples: Operating Agreement (First American Capital Corp /Ks), Operating Agreement (First American Capital Corp /Ks)
Right of First Refusal. If a Member desires to sell, transfer or otherwise dispose of all or any part of their interest in the Company, such Member (the “Selling Member”) shall first offer to sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable).
Appears in 2 contracts
Samples: Disclaimer, www.incparadise.net
Right of First Refusal. If a Member desires to sell, transfer or otherwise dispose of all or any part of their interest in the Company, such Member (the “Selling Member”) shall first offer to sell and convey such interest Subject to the other Members before sellingprovisions of Article I, transferring should any Stockholder receive a bona fide offer from an unaffiliated party or otherwise disposing of such interest wish to enter into any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver agreement relating to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection Transfer of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the Stock held by such Stockholder, the Company shall have a right of first refusal to purchase the Stock which is the subject of such bona fide offer or agreement (the "Subject Stock"). Pursuant to this right of first refusal, the Stockholder receiving the offer or wishing to enter into any such Agreement shall notify the Board of Directors of the Company, in writing, of the offer or agreement and all of the terms thereof, including, without limitation, the name and address of the proposed purchaser, the exact number of shares that are the subject of the proposed Transfer, the offered purchase price or other Members elect consideration, any terms and conditions of payment, and whether the selling Stockholder intends to accept the offer, then offer on the closing of title shall be held in accordance with offered terms. If the Stockholder receiving the offer and or wishing to enter into any such agreement has decided to accept the Selling Member shall deliver offer subject to the other Members who have accepted provisions hereof, the offer an assignment Board of Directors of the interest being sold Company, within thirty (30) days after such notice of the proposed sale by such Stockholder, shall notify the Selling Member, and said other Members shall pay selling Stockholder whether the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations Company wishes to purchase the interest, then the Selling Member within 120 days after the delivery all of the offer may sell such interest to any other person or entity at a purchase price which is not less than Subject Stock on substantially the purchase price prescribed in the offer and upon the same terms and conditions which are substantially the same as the terms and conditions those set forth in the offernotice; and if the Company does wish to so purchase all such shares, provided such Stockholder shall sell such shares as the Company desires to the Company, on a timely basis, and shall cooperate in all other applicable requirements such respects. If the Board of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member Directors of the Company shall only entitle declines to undertake to so purchase all of the Subject Stock, the Stockholder receiving the offer or wishing to enter into any such person or entity agreement may proceed to sell such Subject Stock on the allocations same terms and distributions to conditions as proposed in the notice. If no such sale of the Subject Stock is consummated within a ninety (90) day period following the expiration of the thirty (30) day period during which the assigned interest is entitledCompany may accept the offer to undertake the transaction, unless such person or entity applies for admission the sale of the Subject Stock shall again become subject to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)Article II.
Appears in 2 contracts
Samples: Stockholders Agreement (Pegasus Systems Inc), Stockholders Agreement (Pegasus Systems Inc)
Right of First Refusal. If a Member desires to sell, transfer or otherwise dispose of all or any part of their interest in the Company, such Member (the “Selling Member”) shall first offer to sell and convey such interest to the other Members of the Company before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty (60) days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen (15) days after the delivery of said offer offer, the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen (15) days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore price, therefore, shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member Member, within 120 one-hundred and twenty (120) days after the delivery of the offer offer, may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 one-hundred and twenty (120) days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable).
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement
Right of First Refusal. If In lieu of the provisions of Section VIII-I, a Member desires to sell, may transfer or otherwise dispose of all or any part of their the Member's interest in the Company, such Member Company (the “Selling Member”"Interest") as follows: The Member desiring to transfer his or her Interest must first provide written notice (the "Notice") to the other Members, specifying the price and terms on which the Member is prepared to sell the Interest (the "Offer"). Other Members may acquire all of the Interest at the price and under the terms specified in the Offer for a period of 30 days after receipt of the Notice. If the acquiring Members cannot agree among themselves on the allocation of the Interest, the allocation shall first offer be proportional to the Ownership Interests of those Members desiring to acquire the Interest. Closing the sale of the Interest shall occur as stated in the Offer, which shall not be less than 45 days after the expiration of the 30-day notice period. The Members shall be deemed to have waived their right to acquire the Interest on the terms described in the Offer should they fail or refuse to notify the transferring Member of their desire to acquire all of the Interest proposed to be transferred within the 30-day period following receipt of the Notice. The transferring Member may then sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance Interest consistent with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest Offer to any other person or entity provided that it should not be contrary to anything in Section VIII-II. Should the sale to a third person be at a purchase price which or on terms that are more favorable than stated in the Offer, the transferring Member must then reoffer the sale of the Interest to the remaining Members at that other price or other terms. If the sale to a third person is not less than closed within six months after the purchase price prescribed in expiration of the offer 30-day period described above, then the provisions of Section VIII-II will again apply to the Interest proposed to be sold or conveyed. In lieu with the foregoing provisions of Section VIII-II, should the sole remaining Member be entitled to and upon elect to acquire all the terms and conditions which are substantially Interests of the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member Members of the Company shall only entitle such person in accordance with the provisions of Section VIII-II, the acquiring Member may assign the right to acquire the Interests to a spouse, lineal descendant, or an affiliated entity if the assignment is reasonably believed to be necessary to continue the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to existence of the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)limited liability company.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement
Right of First Refusal. If any Member receives an offer, whether or not solicited by such Member, from a person not then a Member desires to sell, transfer or otherwise dispose of acquire all or any part portion of their such Member's interest in the Company, and if such Member (the “Selling Member”) is willing to accept that offer, such Member shall first offer to sell and convey such interest give written notice to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery Member of the offer), the location at which the closing is to take place, amount and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all identity of the other Members elect proposed transferee, and such Member's willingness to accept the offeroffer ("OFFER NOTICE"). The other Member shall have the option, then within sixty (60) days after receipt of the closing written notice, to acquire the designated interest of title such Member on the same terms and conditions and for the same price as those contained in the offer or at the appraised value of the selling Member's interest as calculated in pursuant Section 12.2, except there shall be held no reduction in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment appraised value by twenty percent (20%) of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offerappraisal price. If no other the Member accepts the offer, or if the Members who have accepted such offer default in their obligations elects to purchase the interesttransferring Member's interest in the Company at appraised value, then which election must be made prior to commencement of the Selling appraisal process, the purchasing Member shall pay all the costs of the appraisal. If the other Member does not elect to acquire the entire interest offered within 120 60 days after receipt of said notice, the delivery of the offer may sell such Member desiring to Transfer its interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and Company may Transfer its interest in the Company to the proposed transferee upon the terms and conditions which are substantially at the same as price contained in the notice only. In the event the ownership interest or specified portion thereof is not sold within a six (6) month period following the expiration of the period in which the non-selling Member has the option to purchase upon the terms and conditions set forth in the offernotice of the proposed transfer, provided all such ownership interest or the specified portion thereof shall thereafter again be subject to the right of first refusal procedures set forth in this Agreement. In addition, if there is a change in the price or a material change in the other applicable requirements terms of the proposed sale, the right of first refusal procedures in this Agreement are complied withshall again be applicable. An assignment If any interest in the Company is Transferred pursuant to this Section 11.2, the Capital Account of the Transferor that is attributable to such interest to a person or entity who is not a Member of in the Company shall only entitle such person or entity carry over to and shall be assumed by the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)transferee.
Appears in 1 contract
Right of First Refusal. If a bona fide offer, in writing, signed by the offeror, shall have been made to a Member desires to sell, transfer or otherwise dispose for the purchase of all or any part portion of their interest in such Member's Interest (the Company, "offeree Member") and such Member (the “Selling Member”) shall first offer to sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect desires to accept the offer, then a true copy of such offer shall be forwarded to the Company's other Members. Such other Members shall have the right, in proportion to their participate percentages, or In such other proportions as they may agree, (including through redemption of the interest by the Company) to be exercised by written notice to such effect within 90 days after receipt of the offer by them, to purchase the offeree Member's Interest on the same terms and conditions as are contained in the offer. Such notice of acceptance shall set the closing date for the consummation of title the transaction, which shall not be for a date beyond 90 days from the mailing of such acceptance by them, or be on the date of closing in the offer, whichever date is later, and shall also set forth the time and place of closing, which shall be held at the Company's principal office, during usual business hours. If the other Members do not send a notice of acceptance to the offeree Member within the prescribed time for the purchase of the offeree Member's Interest, or are not ready, willing, and able to consummate the purchase on the closing date, then the offeree Member shall have the right to sell his or her interest to the offeror, provided that such sale is consummated within 180 days after the date of the receipt of the original bona fide offer by the non transferring Members, and further provided, that such sale is made strictly in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery terms of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the on no more favorable terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)offeror.
Appears in 1 contract
Right of First Refusal. If a Any Member who desires to sell, dispose of or otherwise transfer or otherwise dispose of assign all or any part of their such Member’s membership interest in the Company, such Member (the “Selling Member”) any transaction other than an Affiliate Transfer shall first offer to sell to the Company all of the membership interest which such Member desires to transfer. The Company shall have an option, for a period of thirty (30) days after the Company and convey all of the Members have been given Written notice of the Member’s desire to sell, dispose of or otherwise transfer and assign such membership interest, to elect to purchase such membership interest at the price and terms specified in the notice. If the Company does not so elect to purchase such membership interest, the selling Member shall offer the right to purchase such membership interest to the other Members before sellingMembers, transferring who shall have an option, for a period of thirty (30) days following the expiration of the Company’s thirty (30) day option period, to elect to purchase such membership interest at the price and terms specified in the notice. If all or otherwise disposing any portion of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price specified in the notice pursuant to be paidthis Section 8.1 is not cash, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively price shall be deemed a rejection cash equal to the fair market value of the offernoncash consideration and if the parties are unable to reach agreement as to such fair market value, then the fair market value shall be determined by appraisal using the same methodology for determination of Purchase Value set forth in Section 8.4(b). Any purchase by the Company or all the Members pursuant to this Section 8.1 shall be closed in the manner specified in Section 8.5 within thirty (30) days after (i) the end of the other Members may elect to accept applicable option period or (ii) determination of the offerfair market value of the noncash consideration, and if later. If more than one of Member elect to purchase the other Members elects offered membership interest pursuant to accept the offeroption granted to them pursuant to this Section 8.1, they shall, absent a different agreement at the time, acquire the offered membership interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer pro-rata in proportion accordance with their respective Percentages prior to their Members’ Percentage Interests, unless they otherwise agree in writingpurchase pursuant to such option. If any or all of neither the other Company nor the Members elect to accept purchase the offeroffered membership interest pursuant to the options granted to them pursuant to this Section 8.1, then the closing of title shall be held in accordance with the offer and the Selling offering Member shall deliver to the other Members who have accepted the offer an assignment sixty (60) days after expiration of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member options of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in which to sell the offered membership interest at the price and terms identified in the notice to the purchaser(s) identified in the notice; provided that such purchaser(s) shall be assignee(s) only of such membership interest unless and until such purchaser(s) are admitted as Member(s) of the Company in accordance with Article 2 of this Agreement. (Check if Applicable)In no event shall the offering Member be compelled to sell less than all of the membership interest offered by such Member. An assignee of a membership interest shall be subject to this Section 8.1 in the same manner as a Member.
Appears in 1 contract
Samples: Texas Limited Liability Company
Right of First Refusal. If a Member desires to sell, transfer or otherwise dispose of all or any part of their interest in the Company, such Member (the “Selling Member”) shall first offer to sell and convey such interest to the other Members of the Company before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty (60) days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen (15) days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen (15) days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member Member, within 120 one-hundred and twenty (120) days after the delivery of the offer offer, may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 one-hundred and twenty (120) days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable).
Appears in 1 contract
Right of First Refusal. If a Member desires to sell, transfer or otherwise dispose of all or any part of their interest in the Company, such Member (the “Selling Member”) shall first offer to sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable) □ - MULTI-MEMBER: Admission of New Members The Company may admit new Members (or transferees of any interests of existing Members) into the Company by the unanimous vote or consent of the Members. As a condition to the admission of a new Member, such Member shall execute and acknowledge such instruments, in form and substance satisfactory to the Company, as the Company may deem necessary or desirable to effectuate such admission and to confirm the agreement of such Member to be bound by all of the terms, covenants and conditions of this Agreement, as the same may have been amended. Such new Member shall pay all reasonable expenses in connection with such admission, including without limitation, reasonable attorneys’ fees and the cost of the preparation, filing or publication of any amendment to this Agreement or the Articles of Organization, which the Company may deem necessary or desirable in connection with such admission. No new Member shall be entitled to any retroactive allocation of income, losses, or expense deductions of the Company. The Company may make pro rata allocations of income, losses or expense deductions to a new Member for that portion of the tax year in which the Member was admitted in accordance with Section 706(d) of the Internal Revenue Code and regulations thereunder. In no event shall a new Member be admitted to the Company if such admission would be in violation of applicable Federal or State securities laws or would adversely affect the treatment of the Company as a partnership for income tax purposes. (Check if Applicable) □ - MULTI-MEMBER: Withdrawal Events In the event of the death, retirement, withdrawal, expulsion, or dissolution of a Member, or an event of bankruptcy or insolvency, as hereinafter defined, with respect to a Member, or the occurrence of any other event which terminates the continued membership of a Member in the Company pursuant to the Statutes (each of the foregoing being hereinafter referred to as a “Withdrawal Event”), the Company shall terminate sixty days after notice to the Members of such withdrawal Event unless the business of the Company is continued as hereinafter provided. Notwithstanding a Withdrawal Event with respect to a Member, the Company shall not terminate, irrespective of applicable law, if within aforesaid sixty day period the remaining Members, by the unanimous vote or consent of the Members (other than the Member who caused the Withdrawal Event), shall elect to continue the business of the Company. In the event of a Withdrawal Event with respect to an Member, any successor in interest to such Member (including without limitation any executor, administrator, heir, committee, guardian, or other representative or successor) shall not become entitled to any rights or interests of such Member in the Company, other than the allocations and distributions to which such Member is entitled, unless such successor in interest is admitted as a Member in accordance with this Agreement. An “event of bankruptcy or insolvency” with respect to a Member shall occur if such Member:
Appears in 1 contract
Right of First Refusal. If a Member desires Prior to sell, transfer or otherwise dispose any proposed Transfer of all or any part of their interest Membership Interests of a Member, other than to a Permitted Transferee pursuant to Section 14.3, the Transferor must obtain a Third Party Offer. For purposes of this Section 14.4, a Transfer of the Membership Interests of a Member shall be deemed to occur upon any change in the Company, control of such Member other than to a Permitted Transferee pursuant to Section 14.3(d). The Third Party Offer must not be subject to unstated conditions or contingencies or be part of a larger transaction such that the price for the Membership Interests stated in such Third Party Offer does not accurately reflect Fair Market Value (reduced by the “Selling Member”) shall first offer to sell and convey such interest to the other Members before selling, transferring or otherwise disposing amount of associated liabilities of such interest to any other person, corporation or other entityMembership Interests). Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery The Third Party Offer must contain a description of all of the offer)consideration, the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other dispositionproposed Transfer. Within fifteen days after The Transferor will give notice of the delivery of said offer Third Party Offer to the Company and the other Member (such Members called the “Other Members”), together with a written offer to sell the Membership Interests (which is the subject of the Third Party Offer) to the Other Member on the same price and terms as the Third Party Offer as provided herein. The Other Members shall deliver have the right, to purchase, in whole but not in part, the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection Membership Interests of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held Transferor in accordance with the offer terms of the Third Party Offer by giving notice to the Transferor within 30 days after notice of such offer. The Other Members shall each have the right to purchase a proportionate part of the Transferor's Membership Interest, equal to a percentage determined by dividing its Percentage by the total Percentages of the Other Members; provided that if only Member elects to purchase then that Member shall have the right to purchase 100% of the Transferor's Membership Interest. Unless otherwise agreed, the closing of such sale will be held at the Company’s principal place of business in New York on a date to be specified by the Other Members which is not later than 60 days after the date of the notice of acceptance by the Other Members. At the closing, the Other Members will deliver the consideration in accordance with the terms of the Third Party Offer, and the Selling Member shall deliver Transferor will by appropriate documents assign to the other Other Members who have accepted the offer an assignment Membership Interests to be sold, free and clear of all liens, claims and encumbrances. If all of the interest being sold by Other Members reject the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, right of first refusal or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery acceptance of the offer may sell such interest to any other person or entity at a purchase price which right of first refusal is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member closed in accordance with this AgreementSection 14.4, the Transferor will be free for a period of 60 days after the last day for such acceptance to sell all, but not less than all, of such Membership Interests so offered, but only to the Third Party for a price and on terms no more favorable to the Third Party than the Third Party Offer and subject to Section 14.5. If such Membership Interests are not so sold within such 60-day period (or within any extensions of such period agreed to in writing by the Selling Member does not Company), all rights to sell such interest within said 120 days, then the Selling Member may not thereafter sell Membership Interests pursuant to such interest Third Party Offer (without again offering such interest making another offer to the other Other Members in accordance with pursuant to this Agreement. (Check if Applicable)Section 14.4) will terminate and the provisions of this Article will continue to apply to any proposed future Transfer.
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Right of First Refusal. If (a) Each of Corning and its Permitted Transferees agrees that, if such Stockholder (the "Offeree") receives a Member desires bona fide offer (a "Transfer Offer") to sell, transfer or otherwise dispose of purchase all or any part portion of their interest in the CompanyCommon Stock (the "Transfer Stock") then owned by such Offeree from any Person (the "Offeror") other than an affiliate of such Offeree which such Offeree wishes to accept, such Member Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the “Selling Member”"Transfer Notice") of such Transfer Offer to the Company and Xxxxxx; provided that, there shall first not be more than four Permitted Transferees pursuant to this Section 2.2. The Transfer Notice shall also contain an irrevocable offer to sell and convey such interest the Transfer Stock to the other Members before sellingCompany and, transferring or otherwise disposing of if the Company shall decline to accept such interest offer, Xxxxxx (in the manner set forth below) at a price equal to any other personthe price contained in, corporation or other entity. Such offer and upon substantially the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be in writing, accompanied by a true and complete copy of the Transfer Offer (which shall be given to every other Member, and shall set forth identify the interest to be soldOfferor, the purchase price to be paidTransfer Stock, the date on which price contained in the closing is to take place (which date shall be not less than thirty nor more than sixty days after Transfer Offer and the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other dispositionTransfer Offer). Within fifteen At any time within 30 days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection date of the offer. Any receipt by the Company and Xxxxxx of the Transfer Notice, the Company shall have the option to exercise its right to purchase (or assign its right to one of its subsidiaries) or, if the Company and its subsidiaries shall decline to exercise such option, Xxxxxx shall have the right to exercise such option to purchase (or assign its right to any party) all of the other Members may elect to accept Common Stock covered by the offerTransfer Offer at the same price and on such substantially the same terms and conditions as the Transfer Offer. If such election is made, within 60 days after the date of the receipt by the Company and if more than Xxxxxx of the Transfer Notice, the Company or Xxxxxx or one of their aforementioned assignees shall deliver a certified bank check or checks in the appropriate amount to such Offeree against delivery of certificates or other Members elects instruments representing the Common Stock so purchased, appropriately endorsed by such Offeree. If the Company or Xxxxxx or one of their aforementioned assignees has not given notice of its intention to accept the offer, the interest being sold and exercise such right to purchase within such 30 day period or has not tendered the purchase price therefore for such Common Stock in the manner set forth above within such 60 day period, such Offeree shall be allocated among free for a period of 90 days from the Members so accepting end of such 30 day or 60 day period, as the offer in proportion case may be, to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of transfer the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver Transfer Stock to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the Offeror on terms and conditions which are substantially no more favorable in any material respect to the same as transferee than the terms and conditions set forth in the offerTransfer Notice. If for any reason such Offeree does not transfer the Transfer Stock to the Offeror on such terms and conditions or if such Offeree wishes to sell the Transfer Stock on terms which are more favorable in any material respect to the transferee than those set forth in the Transfer Notice, provided all other applicable requirements the provisions of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company Section 2.2 shall only entitle such person or entity again be applicable to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)Transfer Stock.
Appears in 1 contract
Samples: Stockholders' Agreement (Corning Consumer Products Co)
Right of First Refusal. If a Any Member who desires to sell, dispose of or otherwise transfer or otherwise dispose of assign all or any part of their such Member’s membership interest in the Company, such Member (the “Selling Member”) any transaction other than an Affiliate Transfer shall first offer to sell to the Company all of the membership interest which such Member desires to transfer. The Company shall have an option, for a period of thirty (30) days after the Company and convey all of the Members have been given Written notice of the Member’s desire to sell, dispose of or otherwise transfer and assign such membership interest, to elect to purchase such membership interest at the price and terms specified in the notice. If the Company does not so elect to purchase such membership interest, the selling Member shall offer the right to purchase such membership interest to the other Members before sellingMembers, transferring who shall have an option, for a period of thirty (30) days following the expiration of the Company’s thirty (30) day option period, to elect to purchase such membership interest at the price and terms specified in the notice. If all or otherwise disposing any portion of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price specified in the notice pursuant to be paidthis Section 8.1 is not cash, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively price shall be deemed a rejection cash equal to the fair market value of the offernoncash consideration and if the parties are unable to reach agreement as to such fair market value, then the fair market value shall be determined by appraisal using the same methodology for determination of Purchase Value set forth in Section 8.4(b). Any purchase by the Company or all the Members pursuant to this Section 8.1 shall be closed in the manner specified in Section 8.5 within thirty (30) days after (i) the end of the other Members may elect to accept applicable option period or (ii) determination of the offerfair market value of the noncash consideration, and if later. If more than one of Member elect to purchase the other Members elects offered membership interest pursuant to accept the offeroption granted to them pursuant to this Section 8.1, they shall, absent a different agreement at the time, acquire the offered membership interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer pro-rata in proportion accordance with their respective Percentages prior to their Members’ Percentage Interests, unless they otherwise agree in writingpurchase pursuant to such option. If any or all of neither the other Company nor the Members elect to accept purchase the offeroffered membership interest pursuant to the options granted to them pursuant to this Section 8.1, then the closing of title shall be held in accordance with the offer and the Selling offering Member shall deliver to the other Members who have accepted the offer an assignment sixty (60) days after expiration of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member options of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in which to sell the offered membership interest at the price and terms identified in the notice to the purchaser(s) identified in the notice; provided that such purchaser(s) shall be assignee(s) only of such membership interest unless and until such purchaser(s) are admitted as Member(s) of the Company in accordance with Article 2 of this Agreement. (Check if Applicable)In no event shall the offering Member be compelled to sell less than all of the membership interest offered by such Member. An assignee of a membership interest shall be subject to this Section 8.1 in the same manner as a Member.
Appears in 1 contract
Samples: Texas Limited Liability Company
Right of First Refusal. If a Member desires any Joint Venturer or his, her or its heirs, successors or representatives should desire at any time to sell, transfer or otherwise dispose of any or all of his, her or any part of their its interest in the CompanyJoint Venture, such Member (the “Selling Member”) Joint Venturer, or other party, shall first offer to sell and convey such interest the same to the other Members before sellingJoint Venturers on a pro-rata basis, transferring or as the other Joint Venturers may otherwise disposing agree. The offer, which shall be given in writing to the other Joint Venturers, shall state the sale price asked and the terms of the payment for such interest. Within thirty (30) days after any such offer, the other Joint Venturers may, at their option, elect to purchase the interest offered on a pro-rata basis, or as they may otherwise agree among themselves. To exercise the option to purchase, the other Joint Venturers shall give written notice of such intention to the offering Joint Venturer, or other party. If the other Joint Venturers fail to purchase the interest so offered, the offering Joint Venturer, or other party, shall then have the right for a period of one hundred eighty (180) days thereafter to offer such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offerentity, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company but still shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then without giving the Selling Member may not thereafter sell other Joint Venturers the right to purchase such interest without again as hereinbefore set out within thirty (30) days at the price and on the terms being offered by such person or entity. The offering Joint Venturer shall give the other Joint Venturers written notice of such offer to purchase that he, she or it proposes to accept, and this notice shall be accompanied by a copy of the offer to purchase, which shall be in writing and shall specify the exact interest to be purchased, the other Members in accordance with this Agreement. purchase price, the payment terms (Check if Applicableany), and the name and address of the party making the offer to purchase, and such offer to purchase must be bona fide.
Appears in 1 contract
Right of First Refusal. If a Member desires Prior to sell, transfer or otherwise dispose any proposed Transfer of all or any part of their interest Membership Interests of a Member, other than to a Permitted Transferee pursuant to Section 14.3, the Transferor must obtain a Third Party Offer. For purposes of this Section 14.4, a Transfer of the Membership Interests of a Member shall be deemed to occur upon any change in the Company, control of such Member other than to a Permitted Transferee pursuant to Section 14.3(d). The Third Party Offer must not be subject to unstated conditions or contingencies or be part of a larger transaction such that the price for the Membership Interests stated in such Third Party Offer does not accurately reflect Fair Market Value (reduced by the “Selling Member”) shall first offer to sell and convey such interest to the other Members before selling, transferring or otherwise disposing amount of associated liabilities of such interest to any other person, corporation or other entityMembership Interests). Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery The Third Party Offer must contain a description of all of the offer)consideration, the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other dispositionproposed Transfer. Within fifteen days after The Transferor will give notice of the delivery of said offer Third Party Offer to the Company and the other Member (such Members called the "Other Members"), together with a written offer to sell the Membership Interests (which is the subject of the Third Party Offer) to the Other Member on the same price and terms as the Third Party Offer as provided herein. The Other Members shall deliver have the right, to purchase, in whole but not in part, the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection Membership Interests of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held Transferor in accordance with the offer terms of the Third Party Offer by giving notice to the Transferor within 30 days after notice of such offer. The Other Members shall each have the right to purchase a proportionate part of the Transferor's Membership Interest, equal to a percentage determined by dividing its Percentage by the total Percentages of the Other Members; provided that if only Member elects to purchase then that Member shall have the right to purchase 100% of the Transferor's Membership Interest. Unless otherwise agreed, the closing of such sale will be held at the Company's principal place of business in New York on a date to be specified by the Other Members which is not later than 60 days after the date of the notice of acceptance by the Other Members. At the closing, the Other Members will deliver the consideration in accordance with the terms of the Third Party Offer, and the Selling Member shall deliver Transferor will by appropriate documents assign to the other Other Members who have accepted the offer an assignment Membership Interests to be sold, free and clear of all liens, claims and encumbrances. If all of the interest being sold by Other Members reject the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, right of first refusal or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery acceptance of the offer may sell such interest to any other person or entity at a purchase price which right of first refusal is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member closed in accordance with this AgreementSection 14.4, the Transferor will be free for a period of 60 days after the last day for such acceptance to sell all, but not less than all, of such Membership Interests so offered, but only to the Third Party for a price and on terms no more favorable to the Third Party than the Third Party Offer and subject to Section 14.5. If such Membership Interests are not so sold within such 60-day period (or within any extensions of such period agreed to in writing by the Selling Member does not Company), all rights to sell such interest within said 120 days, then the Selling Member may not thereafter sell Membership Interests pursuant to such interest Third Party Offer (without again offering such interest making another offer to the other Other Members in accordance with pursuant to this Agreement. (Check if Applicable)Section 14.4) will terminate and the provisions of this Article will continue to apply to any proposed future Transfer.
Appears in 1 contract
Samples: Operating Agreement (Trackpower Inc)
Right of First Refusal. If a Member desires to sell, transfer transfer, or otherwise dispose of all or any part of their interest in the CompanyCollective, such Member (the “Selling Member”) shall first offer to sell and convey such interest to the other Members Member(s) of the Collective before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty (60) days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen (15) days after the delivery of said offer offer, the other Members Member(s) shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen (15) days conclusively shall be deemed a rejection of the offer. Any or all of the other Members Member(s) may elect to accept the offer, and if more than one of the other Members Member(s) elects to accept the offer, the interest being sold and the purchase price therefore price, therefore, shall be allocated among the Members Member(s) so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members Member(s) elect to accept the offer, then the closing of title shall be held in accordance with the offer offer, and the Selling Member shall deliver to the other Members Member(s) who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members Member(s) shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members Member(s) who have accepted such offer default in their obligations to purchase the interest, then the Selling Member Member, within 120 one-hundred and twenty (120) days after the delivery of the offer offer, may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)conditions
Appears in 1 contract
Samples: Multi Member LLC Operating Agreement
Right of First Refusal. If a Member desires to sell, transfer or otherwise dispose of all or any part of their interest in the Company, such Member (the “Selling Member”) shall first offer to sell and convey such interest to the other Members of the Company before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty (60) days after the delivery of the offer), the location at which the closing dosing is to take place, and all other other- material terms and conditions of the sale, transfer or other disposition. : Within fifteen (15) days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen (15) days conclusively shall be deemed a rejection of the offer. Any or dr all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and arid the purchase price therefore shall be allocated among Received by NSD/FARA Registration Unit 09/16/2018 1:19:27 AM Received by NSD/FARA Registration Unit 09/16/2018 1:19:27 AM the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. ! If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member Member, within 120 one-hundred arid twenty (120) days after the delivery of the offer tHe offer, may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or of entity who is not a Member of the Company shall only entitle such person or of entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 one-hundred and twenty (120) days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this this. Agreement. (Check if Applicable).
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Right of First Refusal. If a Member desires to sellAny transfer, transfer sale, assignment, hypothecation, encumbrance, or otherwise dispose alienation of all or any part of their interest in the Company, such Member (the “Selling Member”) shall first offer to sell and convey such interest Shares other than according to the other Members before selling, transferring or otherwise disposing terms of such interest to any other person, corporation or other entity. Such offer shall be in writingthis Agreement, shall be given to every other Member, void and shall set forth not transfer any right, title, or interest in or to the interest Shares, or any of them, to the purported transferee, buyer, assignee, pledgee, or encumbrancer. Purchaser shall be soldpermitted to treat the Shares as an admitted asset for insurance regulatory purposes, giving certain rights of encumbrance to the California Commissioner of Insurance on behalf of the Purchasers' policyholders. In the event the Purchaser receives a BONA FIDE offer to purchase the Shares from an unaffiliated third party, the purchase price to be paid, the date on which the closing is to take place (which date Purchaser shall be not less than thirty nor more than sixty days after free to sell to such third party so long as the delivery of Purchaser first offers the offerShareholders or their designees (who shall be limited to the Company and other Company shareholders), the location at which right to match such offer. The Purchaser shall provide the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a Shareholders with written notice either accepting or rejecting of any such offer and the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection terms of the offer. Any The Shareholders shall have 15 days from receipt of such notice to notify the Purchaser that the Shareholders, or their designees, will match the price and payment terms of the offer. Each Shareholder shall have the right to purchase that portion of the Shares offered for sale that the number of shares owned by him or her at that time (including any shares held in a voting trust) shall bear to the total number of shares owned by all the Shareholders. Provided, however, that if any Shareholder does not purchase his or her full proportionate allotment of the Shares and no other individual or entity is designated by all of the other Members Shareholders, the unaccepted Shares may elect to accept the offer, and if more than one of be purchased by the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to Shareholders or their Members’ Percentage Interests, unless they otherwise agree in writingdesignees. If any or the Purchaser does not receive an exercise notice(s) that covers all of the other Members elect Shares from any of the Shareholders within the 15 day period, it will be free to accept sell all the offerShares to the third party. Once so sold, then the closing Shares will not be subject to Section 2.5 or 2.6 hereof. However, any subsequent sales of title the Shares contemplated by a buyer who acquired the Shares pursuant to this Section 2.8 shall be held subject to the Shareholders' right of first refusal and the procedures contained in accordance this Section 2.8. Further, neither the Purchaser nor any subsequent buyer of the Shares shall have any right to sell the Shares to any party (i) licensed to sell insurance in any state, or (ii) affiliated with any entity so licensed. Concurrently with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment issuance of the interest being sold Shares by the Selling MemberCorporation, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery secretary of the offer may sell such interest to any other person or entity at Corporation shall stamp the Shares in a purchase price which is not less than prominent manner with the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)following legend:
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