Additional Redemption Events Clause Samples

Additional Redemption Events. The CEO, in his or her sole discretion, may require redemption by the Company of all or any portion of a Member’s Interests if: (a) such redemption is necessary to avoid registering such Member Interests or the sale thereof under the Securities Act; (b) such redemption is necessary to avoid registration of the Company under the Investment Company Act; (c) such redemption is necessary to avoid adverse tax or other consequences to the Company or the Members, including to insure that Benefit Plan Investors do not hold twenty-five percent (25%) or more of the Member Interests; (d) such Member fails to perform in accordance with or to comply with its obligations hereunder or such Member’s Contribution Agreement; (e) as a result of any action (other than (i) a public offering of securities, (ii) the transfer of securities to a permitted Transferee or (iii) the transfer of a de minimis amount of securities of a class that is publicly traded) on the part of the Member, any direct or indirect parent of the Member or any Person controlling the Member or any such parent, any beneficial interest in such Member Interest shall have been acquired, directly or indirectly, by a Competitor or any Adverse Party; provided that the provisions of this Section 6.2(e) shall not apply to the Managing Members or their Affiliates; (f) in the case of Member Interests held by Leucadia and any of its Affiliates, there shall have been a LUK Change of Control; (g) such Member Interest (excluding Managing Members’ Interests) was Transferred in violation of the provisions of Article V, unless, prior to a redemption permitted under this Article VI, in the reasonable judgment of the CEO any such violation shall have been cured.