Common use of CLASS B PREFERRED UNIT PUT RIGHT Clause in Contracts

CLASS B PREFERRED UNIT PUT RIGHT. (i) Upon the occurrence of a Preferred Put Event described in clause (ii) or (iii) of the definition thereof, the Company shall deliver to Executive a written notice notifying Executive of the occurrence of the Preferred Put Event (each of such notice and the acknowledgement contemplated by clause (i) of the definition of "Preferred Put Event," a "PREFERRED PUT EVENT NOTICE"). (ii) In the event of a Preferred Put Event, Executive may elect (the "PREFERRED PUT ELECTION"), subject to and in accordance with the terms of this SECTION 4(b) and SECTION 5 below, to require the Company to purchase from Executive and the Permitted Transferee(s) of Executive Securities all or any portion of the Maximum Number of Put Class B Preferred Units held by Executive or such Permitted Transferee(s) by delivering written notice (the "PREFERRED PUT EXERCISE NOTICE") to the Company before the expiration of the Put Election Period, specifying in such Preferred Put Exercise Notice the number of Class B Preferred Units required to be purchased by the Company. (iii) For any Preferred Put Election, the purchase price for each Class B Preferred Unit to be purchased (limited to the Maximum Number of Put Class B Preferred Units) will be the Fair Market Value of such unit as of the date of the Preferred Put Event. (iv) The closing of the purchase of the Class B Preferred Units pursuant to the Preferred Put Election shall take place on a date to be designated by the Company in the Company Preferred Purchase Price Notice, which date shall not be more than 30 days nor less than five days after the Preferred Put Exercise Notice is received by the Company. The Company shall specify in writing to Executive the aggregate consideration to be paid for such units and the time and place for the closing of the transaction within five days after receipt of the Preferred Put Exercise Notice (the "COMPANY PREFERRED PURCHASE PRICE NOTICE"). The Company will pay for the Class B Preferred Units to be purchased by it pursuant to the Preferred Put Election by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by a check or wire transfer of immediately available funds. The Company will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed.