Common use of Buy/Sell Option Clause in Contracts

Buy/Sell Option. (a) During the period of June 1, 2002 through June 30, 2002 and June 1 through June 30 of each calendar year thereafter prior to dissolution of the Company, either Member (the "Initiating Member") may give the other Member (the "Recipient Member") Notification initiating the buy/sell provisions of this Section 6.05 (the "Buy/Sell Notice"). (b) On or before December 31 of the year in which a Buy/Sell Notice is given but effective as of such December 31 (the "Effective Date"), the Initiating Member shall give the Recipient Member Notification setting forth a dollar amount as the aggregate value of all Portfolio Investments (other than Publicly Traded Securities) of the Company based upon which the price at which the Initiating Member is willing to buy the Recipient Member's Membership Interest or sell the Initiating Member's Membership Interest shall be determined (the "Price Notice"). Based upon such dollar amount, a calculation of the allocations called for under Article V shall be made, assuming hypothetically that (i) all such Portfolio Investments were sold on the Effective Date at a purchase price equal to the value specified in the Price Notice, (ii) all cash, cash equivalents and any other short-term assets of the Company were liquidated on the Effective Date at their Market Value, (iii) all Publicly Traded Securities were liquidated at the closing price for such Publicly Traded Securities on the Effective Date and (iv) all Fixed Debts of the Company were paid on the Effective Date. The purchase price for the Membership Interest to be sold shall be the Capital Account balance of the selling Member as of the Effective Date after such allocations. Within ten (10) Business Days after the Effective Date, the Managing Member shall provide to the Members written estimates of the values of items required by (ii), (iii) and (iv) as of the Effective Date. The Managing Member's estimates shall be confirmed by the independent auditors for the Company in connection with the audit for the Company for the calendar year ending on the Effective Date. The auditors will then calculate the Members' Capital Account balances based on such values. Such confirmation and calculation by the auditors for the Company shall be completed at the time of, and shall be delivered with, the audit report for the Company. (c) For a period of 15 days following the Effective Date, the Recipient Member shall have the option to elect to either (i) purchase the Membership Interest of the Initiating Member or (ii) sell its own Membership Interest to the Initiating Member, in either case at a purchase price determined pursuant to the Price Notice and Section 6.05(b). Such option shall be exercised by the Recipient Member giving Notification to the Initiating Member within the 15-day period. The failure to provide such Notification shall be conclusively deemed an election to sell the Membership Interest of the Recipient Member to the Initiating Member. Upon the exercise or deemed exercise of the option contained in this subsection (c), the parties shall be deemed for all purposes to have reached an agreement for the sale and purchase of the Membership Interest without any further action by either party. (d) The closing of any purchase made pursuant to subsection (c) shall occur on the date which is five (5) Business Days following receipt by the Members of the audit for the Company for the calendar year concluding on the Effective Date. The sale shall be effective as of the Effective Date and the Member becoming obligated to purchase (the "Purchaser") shall be deemed to be the owner of the transferred Membership Interest for tax and accounting purposes as of the Effective Date. In addition to the purchase price, the Member obligated to sell (the "Seller") shall be entitled to interest on the purchase price determined pursuant to Section 6.05(b) at an annual rate equal to the Prime Rate as quoted in The Wall Street Journal, Midwest Edition (the "Prime Rate"), and in effect from time to time from the Effective Date to, but not including, the date of closing calculated based on a 360-day year and the actual number of days elapsed. Such interest shall not be considered a hypothetical distribution to such Member for purposes of calculating the Carried Fee for purposes of Section 6.05(b) or Section 5 of the Management Agreement. At the closing, (i) the Seller shall deliver title to its Membership Interest to the Purchaser free and clear of all liens and encumbrances and (ii) the Purchaser shall pay to the Seller the entire purchase price and accrued interest pursuant to this subsection (d) in immediately available funds.

Buy/Sell Option. (a) During the period of June 1, 2002 through June 30, 2002 and June 1 through June 30 of each calendar year thereafter prior to dissolution For so long as OP remains a Member of the Company, either Member (OP shall have the "Initiating Member") may give right, at any time, to initiate the other Member (the "Recipient Member") Notification initiating the buy/sell provisions of this Section 6.05 7.3 (the "Buy/“Buy Sell Notice"Option”). (b) On or before December 31 of . Should OP desire to exercise the year in which a Buy/Buy Sell Notice is given but effective as of such December 31 Option, OP shall do so by giving notice (the "Effective Date"), the “Initiating Member shall give the Recipient Member Notification Notice”) to GLB setting forth a dollar amount as the aggregate value statement of all Portfolio Investments (other than Publicly Traded Securities) intent to invoke its rights under this Section 7.3. The purchase price of the Company based upon which the price at which the Initiating Member is willing to buy the Recipient Member's Membership Interest or sell the Initiating Member's Membership Interest shall be determined (the "Price Notice"). Based based upon such dollar amount, a calculation an estimate of the allocations called for under Article V shall respective amounts that would be made, assuming hypothetically that received by the Members pursuant to Section 6.6 (i) all such Portfolio Investments were sold subject to adjustment on the Effective Buy Sell Closing Date at a purchase price equal to for outstanding cash balances, accounts payable and accounts receivable less than 30 days past due) assuming that all of the value specified in the Price Notice, (ii) all cash, cash equivalents Properties and any other short-term assets of the Company were liquidated sold for the Net Asset Valuation Amount (as defined below), the Company had paid all Company and Subsidiary liabilities (including all mortgage loans and any and all prepayment premiums on such mortgage loans assuming such mortgage loans were required to be prepaid in full on the Effective Date at their Market ValueBuy Sell Closing Date) and any and all applicable transfer taxes, document stamps, or similar fees that would be incurred if the Company and its Subsidiaries, if any, sold all of the Properties and distributed the net proceeds to the Members pursuant to Section 6.6 hereof (iii) all Publicly Traded Securities were liquidated at the closing price for such Publicly Traded Securities on “B/S Distribution Amount”). For the Effective Date and (iv) all Fixed Debts purposes of this Agreement, “Net Asset Valuation Amount” means the net asset value of the Company were paid on the Effective Date. The purchase price using third party appraisals for the Membership Interest to be sold shall be the Capital Account balance all of the selling Member as Properties of the Effective Date after such allocations. Within ten (10) Business Days after the Effective Date, the Managing Member shall provide to the Members written estimates of the values of items required by (ii), (iii) and (iv) as of the Effective Date. The Managing Member's estimates shall be confirmed by the independent auditors for the Company in connection with the audit for the Company for the calendar year ending on the Effective Date. The auditors will then calculate the Members' Capital Account balances based on such values. Such confirmation and calculation by the auditors for the Company shall be completed at the time of, and shall be delivered with, the audit report for the Company. (c) For a period of 15 days following the Effective Date, the Recipient Member shall have the option to elect to either (i) purchase the Membership Interest of the Initiating Member or (ii) sell its own Membership Interest to the Initiating Member, in either case at a purchase price determined pursuant to the Price Notice and Section 6.05(b). Such option shall be exercised by the Recipient Member giving Notification to the Initiating Member within the 15-day period. The failure to provide such Notification shall be conclusively deemed an election to sell the Membership Interest of the Recipient Member to the Initiating Member. Upon the exercise or deemed exercise of the option contained in this subsection (c), the parties shall be deemed for all purposes to have reached an agreement for the sale and purchase of the Membership Interest without any further action by either party. (d) The closing of any purchase made pursuant to subsection (c) shall occur on the date which is five (5) Business Days following receipt by the Members of the audit for the Company for the calendar year concluding on the Effective Date. The sale shall be effective as of the Effective Date and the Member becoming obligated to purchase (the "Purchaser") shall be deemed to be the owner of the transferred Membership Interest for tax and accounting purposes as of the Effective Date. In addition to the purchase price, the Member obligated to sell (the "Seller") shall be entitled to interest on the purchase price determined pursuant to Section 6.05(b) at an annual rate equal to the Prime Rate as quoted in The Wall Street Journal, Midwest Edition (the "Prime Rate"), and in effect from time to time from the Effective Date to, but not including, the date of closing calculated based on a 360-day year and the actual number of days elapsed. Such interest shall not be considered a hypothetical distribution to such Member for purposes of calculating the Carried Fee for purposes of Section 6.05(b) or Section 5 of the Management Agreement. At the closing, (i) the Seller shall deliver title to its Membership Interest to the Purchaser free and clear of all liens liabilities (other than then-existing mortgage loans), assuming that no Capital Contributions are made or Capital Proceeds distributed between the date of the Initiating Notice and encumbrances and the Buy Sell Closing Date. After receipt of an Initiating Notice, GLB shall, within thirty (ii30) days thereafter, elect to exercise its option to sell or purchase by giving written notice of its election (the Purchaser shall pay “Electing Notice”) to the Seller the entire purchase price and accrued interest pursuant to this subsection (d) in immediately available funds.OP:

Buy/Sell Option. (a) During the period of June 1, 2002 through June 30, 2002 and June 1 through June 30 of each calendar year thereafter prior to dissolution of the Company, either Member (the "Initiating Member") may give the other Member (the "Recipient Member") Notification initiating the buy/sell provisions of this Section 6.05 (the "Buy/Sell Notice"). (b) On or before December 31 of the year in which a Buy/Sell Notice is given but effective as of such December 31 (the "Effective Date"), the Initiating Member shall give the Recipient Member Notification setting forth a dollar amount as the aggregate value of all Portfolio Investments (other than Publicly Traded Securities) of the Company based upon which the price at which the Initiating Member is willing to buy the Recipient Member's Membership Interest or sell the Initiating Member's Membership Interest shall be determined (the "Price Notice"). Based upon such dollar amount, a calculation of the allocations called for under Article V shall be made, assuming hypothetically that (i) all such Portfolio Investments were sold on the Effective Date at a purchase price equal to the value specified in the Price Notice, (ii) all cash, cash equivalents and any other short-term assets of the Company were liquidated on the Effective Date at their Market Value, (iii) all Publicly Traded Securities were liquidated at the closing price for such Publicly Traded Securities on the Effective Date and (iv) all Fixed Debts of the Company were paid on the Effective Date. The purchase price for the Membership Interest to be sold shall be the Capital Account balance of the selling Member as of the Effective Date after such allocations. Within ten (10) Business Days after the Effective Date, the Managing Member shall provide to the Members written estimates of the values of items required by (ii), (iii) and (iv) as of the Effective Date. The Managing Member's estimates shall be confirmed by the independent auditors for the Company in connection with the audit for the Company for the calendar year ending on the Effective Date. The auditors will then calculate the Members' Capital Account balances based on such values. Such confirmation and calculation by the auditors for the Company shall be completed at the time of, and shall be delivered with, the audit report for the Company. (c) For a period of 15 days following the Effective Date, the Recipient Member shall have the option to elect to either (i) purchase the Membership Interest of the Initiating Member or (ii) sell its own Membership Interest to the Initiating Member, in either case at a purchase price determined pursuant to the Price Notice and Section 6.05(b). Such option shall be exercised by the Recipient Member giving Notification to the Initiating Member within the 15-day period. The failure to provide such Notification shall be conclusively deemed an election to sell the Membership Interest of the Recipient Member to the Initiating Member. Upon the exercise or deemed exercise of the option contained in this subsection (c), the parties shall be deemed for all purposes to have reached an agreement for the sale and purchase of the Membership Interest without any further action by either party. (d) The closing of any purchase made pursuant to subsection (c) shall occur on the date which is five (5) Business Days following receipt by the Members of the audit for the Company for the calendar year concluding on the Effective Date. The sale shall be effective as of the Effective Date and the Member becoming obligated to purchase (the "Purchaser") shall be deemed to be the owner of the transferred Membership Interest for tax and accounting purposes as of the Effective Date. In addition to the purchase price, the Member obligated to sell (the "Seller") shall be entitled to interest on the purchase price determined pursuant to Section 6.05(b) at an annual rate equal to the Prime Rate as quoted in The Wall Street JournalTHE WALL STREET JOURNAL, Midwest Edition MIDWEST EDITION (the "Prime Rate"), and in effect from time to time from the Effective Date to, but not including, the date of closing calculated based on a 360-day year and the actual number of days elapsed. Such interest shall not be considered a hypothetical distribution to such Member for purposes of calculating the Carried Fee for purposes of Section 6.05(b) or Section 5 of the Management Agreement. At the closing, (i) the Seller shall deliver title to its Membership Interest to the Purchaser free and clear of all liens and encumbrances and (ii) the Purchaser shall pay to the Seller the entire purchase price and accrued interest pursuant to this subsection (d) in immediately available funds.

Buy/Sell Option. (a) During If Cumulative China Revenues accrued during the Annual Measurement Period are less than Two Million Dollars ($2,000,000.00), the Purchaser shall have the option to require the Selling Shareholder to repurchase the Company Shares and the Selling Shareholder shall have the option to require that the Purchaser sell the Company Shares to the Selling Shareholder in consideration of the Repurchase Price. The Repurchase Price shall be calculated as follows: the Purchase Price, as adjusted pursuant to Section 2.3 of this Agreement, less One Hundred Thousand Dollars ($100,000.00).The party seeking to exercise the option shall deliver notice to the other party within thirty (30) days after the end of the Annual Measurement Period, and the parties will use their commercially reasonable efforts to complete the transfer of the Company Shares in a reasonable period of June 1, 2002 through June 30, 2002 and June 1 through June 30 of each calendar year thereafter prior to dissolution of time after the Company, either Member (the "Initiating Member") may give the other Member (the "Recipient Member") Notification initiating the buy/sell provisions of this Section 6.05 (the "Buy/Sell Notice")option is exercised. (b) On or before December 31 If there is a Change in Control of Purchaser within two years after the Closing Date, the Purchaser shall have the option to require the Selling Shareholder to repurchase the Company Shares in consideration of the year Repurchase Price. The Purchase shall deliver notice to the Selling Shareholder of its exercise of the option prior to the Change in which a Buy/Sell Notice is given but effective as of such December 31 (Control, and the "Effective Date"), parties shall use their commercially reasonable efforts to complete the Initiating Member shall give the Recipient Member Notification setting forth a dollar amount as the aggregate value of all Portfolio Investments (other than Publicly Traded Securities) transfer of the Company based upon which the price at which the Initiating Member is willing to buy the Recipient Member's Membership Interest or sell the Initiating Member's Membership Interest shall be determined (the "Price Notice"). Based upon such dollar amount, Shares in a calculation reasonable period of the allocations called for under Article V shall be made, assuming hypothetically that (i) all such Portfolio Investments were sold on the Effective Date at a purchase price equal to the value specified in the Price Notice, (ii) all cash, cash equivalents and any other short-term assets of the Company were liquidated on the Effective Date at their Market Value, (iii) all Publicly Traded Securities were liquidated at the closing price for such Publicly Traded Securities on the Effective Date and (iv) all Fixed Debts of the Company were paid on the Effective Date. The purchase price for the Membership Interest to be sold shall be the Capital Account balance of the selling Member as of the Effective Date after such allocations. Within ten (10) Business Days time after the Effective Date, the Managing Member shall provide to the Members written estimates of the values of items required by (ii), (iii) and (iv) as of the Effective Date. The Managing Member's estimates shall be confirmed by the independent auditors for the Company in connection with the audit for the Company for the calendar year ending on the Effective Date. The auditors will then calculate the Members' Capital Account balances based on such values. Such confirmation and calculation by the auditors for the Company shall be completed at the time of, and shall be delivered with, the audit report for the Companyoption is exercised. (c) For a period of 15 days following the Effective Date, the Recipient Member shall have the option to The Selling Shareholder may elect to pay the Repurchase Price either by payment to the Purchaser by wire transfer of immediately available funds or by transfer of eOn Shares, with the value of such eOn Shares calculated based upon the higher of (i) purchase the Membership Interest average closing price of eOn Shares for thirty (30) trading days ending on the Initiating Member or Business Day prior to the Closing Date, as reported by the Nasdaq Stock Market, Inc. and (ii) sell its own Membership Interest the average closing price of eOn Shares for thirty (30) trading days ending on the Business Day prior to the Initiating Memberdate the Company Shares are repurchased, in either case at a purchase price determined pursuant to the Price Notice and Section 6.05(b). Such option shall be exercised as reported by the Recipient Member giving Notification to the Initiating Member within the 15-day period. The failure to provide such Notification shall be conclusively deemed an election to sell the Membership Interest of the Recipient Member to the Initiating Member. Upon the exercise or deemed exercise of the option contained in this subsection (c)Nasdaq Stock Market, the parties shall be deemed for all purposes to have reached an agreement for the sale and purchase of the Membership Interest without any further action by either party.Inc.. (d) The closing of any purchase made pursuant to subsection (c) shall occur on the date which is five (5) Business Days following receipt by the Members repurchase of the audit for Company Shares shall be conditioned upon the Purchaser having good title to the Company for the calendar year concluding on the Effective Date. The sale shall be effective as of the Effective Date and the Member becoming obligated to purchase (the "Purchaser") shall be deemed to be the owner of the transferred Membership Interest for tax and accounting purposes as of the Effective Date. In addition to the purchase priceShares, the Member obligated to sell (the "Seller") shall be entitled to interest on the purchase price determined pursuant to Section 6.05(b) at an annual rate equal to the Prime Rate as quoted in The Wall Street Journal, Midwest Edition (the "Prime Rate"), and in effect from time to time from the Effective Date to, but not including, the date of closing calculated based on a 360-day year and the actual number of days elapsed. Such interest shall not be considered a hypothetical distribution to such Member for purposes of calculating the Carried Fee for purposes of Section 6.05(b) or Section 5 of the Management Agreement. At the closing, (i) the Seller shall deliver title to its Membership Interest to the Purchaser free and clear of all liens Liens, and encumbrances and (ii) the Purchaser shall pay legal authorization to transfer the Company Shares to the Seller Selling Shareholder. The transfer of the entire purchase price eOn Shares shall be conditioned upon the Selling Shareholder having good title to the eOn Shares, free and accrued interest pursuant clear of all Liens, and the legal authorization to this subsection (d) in immediately available fundstransfer the eOn Shares to the Purchaser.