CLI Purchase Option Clause Samples

CLI Purchase Option. (a) If Cornerstone does not exercise the First Purchase Option or the Second Purchase Option, then CLI shall have an option to purchase all of, but not less than all of, Cornerstone's Membership Interest in the LLC from Cornerstone, which option shall be exercisable at any time during the ninety (90) days following the First Expiration Date (if Cornerstone elects not to exercise the First Purchase Option) or the Second Expiration Date (if Cornerstone has exercised the First Purchase Option but elects not to exercise the Second Purchase Option). The exercise price for CLI's option to purchase Cornerstone's Membership Interest shall be the price determined according to the provisions of this Section 8.10. CLI must give written notice that is received by Cornerstone within the ninety (90) days following the First Expiration Date or the Second Expiration Date, as the case may be, in order to exercise its option to purchase Cornerstone's Membership Interest. (b) The exercise price for CLI's option to purchase Cornerstone's Membership Interest shall be the LLC Fair Market Value (as defined below) as determined by a broker, dealer or investment banker who shall be jointly selected by Cornerstone and CLI (the "LLC Appraiser"). "LLC Fair Market Value" shall mean the value of Cornerstone's Membership Interest in the LLC determined in good faith by the LLC Appraiser based on what it believes to be the most appropriate methodology for valuing Cornerstone's Membership Interest in the LLC. In determining the LLC Fair Market Value, the LLC Appraiser may consider (i) the valuations of comparable privately or publicly held companies and (ii) the valuations of the LLC in both a private sale scenario and an initial public offering scenario, based on its sole opinion of the suitability of a private sale of the LLC and the suitability of an initial public offering for the LLC.