Common use of AAG Member’s Right In Connection with Material Subsidiary Decision Clause in Contracts

AAG Member’s Right In Connection with Material Subsidiary Decision. In the event the Board makes a Material Subsidiary Decision and the AAG Manager is the sole vote against such Material Subsidiary Decision, the AAG Member shall have the right and option, but not the obligation, for a period of thirty (30) days following the Material Subsidiary Decision, to purchase from the Company 100% of the equity interests of the Subsidiary that was the subject of the Material Subsidiary Decision for a purchase price equal to eight and one half (8.5) times pre-tax income according to GAAP for the trailing 12-month period of such Subsidiary (the “AAG Subsidiary Option”); provided that (i) upon exercise of such option, the AAG Member can document that it then has cash or cash equivalents of not less than twenty five percent (25%) of the required purchase price of the applicable Subsidiary as described above, (ii) the AAG Member can show a substantial likelihood of obtaining the required financing to consummate the entirety of the purchase within thirty (30) days; (iii) the AAG Member unconditionally guarantees any liabilities of the applicable Subsidiary if and to the extent the Company has guaranteed such liabilities; and (iv) the Company (represented by the Board excluding the AAG Manager) and the AAG Member enter into commercially reasonable transfer agreements with respect to the transfer of the ownership of the applicable Subsidiary to the AAG Member. In the event the AAG Member validly exercises the AAG Subsidiary Option as described above and complies with clauses (i), (ii), (iii) and (iv), above, the Company shall not cause the Material Subsidiary Decision to be implemented and shall instead sell the subject Subsidiary to the AAG Member on the terms and conditions set forth above and in accordance with the transfer agreements contemplated by clause (iv), above. In the event the AAG Member does not elect to exercise the AAG Subsidiary Option within the time period described above or otherwise does not comply with the provisos set forth in clauses (i), (ii), (iii) or (iv) above or is otherwise unable to consummate the purchase of the applicable Subsidiary, the Material Subsidiary Decision shall be given full force and effect and the Company shall implement such Material Subsidiary Decision notwithstanding the dissenting vote of the AAG Manager.