Amended and Restated Holding Company Operating Agreement of CBTC Sample Clauses

Amended and Restated Holding Company Operating Agreement of CBTC. (i) CBTC First Purchase Option. CBTC hereby grants to CBTC Buyer the option to increase its Participating Percentage in CBTC by eighteen percent (18%) (resulting in an aggregate Participating Percentage of eighty-five percent (85%)) on the terms and conditions set forth in this Section 2.12(a)(i) (the “CBTC First Purchase Option”). (A) The CBTC First Purchase Option shall be exercisable by CBTC Buyer by giving notice to CBTC, with a copy to all of the other members of CBTC, on or after the date twelve (12) months after the Initial Closing Date, but in no event later than August 18, 2014. The Buyer Parties hereby agree that, in the event CBTC Buyer exercises the CBTC First Purchase Option, CBTC shall be required to exercise the Non-Pennsylvania Deferred Entities Purchase Option in accordance with Section 2.17 of the Agreement. (B) Within fifteen (15) days after exercise of the CBTC First Purchase Option, (A), CBTC Buyer shall make an aggregate capital contribution of Sixty Eight Million Six Hundred Thousand Dollars ($68,600,000) to CBTC in exchange for the issuance by CBTC of a number of units representing CBTC Membership Interests with a Participating Percentage equal to eighteen percent (18%) (determined prior to the issuance of such CBTC Membership Interests). (C) Immediately following the receipt of the capital contribution from CBTC Buyer, CBTC shall redeem from the members of CBTC other than CBTC Buyer an aggregate number of CBTC Membership Interests equal to the number of CBTC Membership Interests issued to CBTC Buyer in exchange for its capital contribution, which CBTC Membership Interests shall be redeemed from the members of CBTC ratably in accordance with their respective Participating Percentages, in exchange for an aggregate payment of Sixty Eight Million Six Hundred Thousand Dollars ($68,600,000). Any fractional CBTC Membership Interests resulting from such redemption shall be rounded down to the nearest whole CBTC Membership Interest. (D) Concurrently with the exercise of the CBTC First Purchase Option, CBTC Buyer shall, at the option of the Managers of CBTC, contribute to escrow a cash amount equal to Fourteen Million Five Hundred Thousand Dollars ($14,500,000) for the repayment of property-level indebtedness of CBTC’s Subsidiaries that matures in 2014.
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Related to Amended and Restated Holding Company Operating Agreement of CBTC

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