Common use of Bona Fide Proposal Clause in Contracts

Bona Fide Proposal. Notwithstanding anything contained herein to the contrary, if at any time the Holders of all Investor Units (the “Principal Sellers”) unanimously approve a bona fide proposal (a “Sale Proposal”) from a Person for: (i) the sale or exchange, directly or indirectly, of all of the Units of all Members and Holders; (ii) the merger of the Company with or into another Person in which all of the Members and Holders will receive cash or Securities of any other Person for all of their Units; or (iii) the sale of all or substantially all of the direct and indirect assets of the Company (each, a “Required Sale”), then the Company will (x) deliver a notice (a “Required Sale Notice”) with respect to such Sale Proposal to all Members and Holders of record stating that the Holders of all Investor Units and, if applicable, the Executive Board, propose to effect the Required Sale and providing the terms of the Sale Proposal and the identity of the Persons involved in the Sale Proposal, (y) request that the proposed purchaser answer reasonable inquiries of all Members regarding the Sale Proposal, and (z) cooperate with the proposed purchaser in connection with such Required Sale, including by providing reasonable access for the proposed purchaser to the Company’s books and records.