Allocation of Offered Units. Upon the expiration of the ROFO Rightholder Option Period, the Offered Units not selected for purchase by the Company pursuant to Section 10.3(d)(ii) shall be allocated for purchase among the ROFO Rightholders as follows:
(i) First, to each ROFO Rightholder having elected to purchase all or less than all of its entire Pro Rata Portion of such Units, such ROFO Rightholder’s Pro Rata Portion of such Units; and
(ii) Second, the balance, if any, not allocated under clause (i) above (and not purchased by the Company pursuant to Section 10.3(d)(ii)), shall be allocated to those ROFO Rightholders who set forth in their Member ROFO Exercise Notices a number of Offered Units that exceeded their respective Pro Rata Portions (the “Purchasing Rightholders”), in an amount, with respect to each such Purchasing Rightholder, that is equal to the lesser of:
(A) the number of Offered Units that such Purchasing Rightholder elected to purchase in excess of its Pro Rata Portion; or
(B) the product of (x) the number of Offered Units not allocated under clause (i) (and not purchased by the Company pursuant to Section 10.3(d)(ii)), multiplied by (y) a fraction, the numerator of which is the number of Offered Units that such Purchasing Rightholder was permitted to purchase pursuant to clause (i), and the denominator of which is the aggregate number of Offered Units that all Purchasing Rightholders were permitted to purchase pursuant to clause (i). The process described in clause (ii) shall be repeated until no Offered Units remain or until such time as all Purchasing Rightholders have been permitted to purchase all Offered Units that they desire to purchase.
Allocation of Offered Units. If the Company does not purchase all of the Offered Units pursuant to Section 11.04(a) and the Company or one or more Accepting Members or both have elected to purchase a number of Offered Units which in the aggregate exceeds the total number of Offered Units, the Offered Units shall be allocated as follows:
(i) Each Accepting Member shall be entitled to purchase the number of Offered Units set forth in its Member Acceptance; provided, that if one or more Accepting Members deliver valid Member Acceptances that in the aggregate provide for the purchase of more Offered Units than are available for purchase, then the of the Offered Units shall be allocated among the Accepting Members in proportion to all the Units held by the Accepting Members among whom the allocation is to be made; provided, however, that no Accepting Member shall be required or entitled to purchase a number of Offered Units greater than the number set forth in its Member Acceptance; and
(ii) The Company shall be entitled to purchase any Offered Units not allocated to Accepting Members under Section 11.04(c)(i), up to the number of Offered Units stated in the Company Acceptance. The Company promptly shall Notify each Accepting Member of the number of Units allocated, and the Company and each Accepting Member shall be obligated to purchase the Offered Units allocated to him, her or it at the Offer Price for such Units at the closing as set forth in Section 11.07.
