Divorced Member’s Option Sample Clauses

Divorced Member’s Option. If the spouse (“Spouse”) of any Member (“Divorced Member”) is awarded all or any portion of the Divorced Member’s Interest in the Company (the “Awarded Interest”) as the result of the final settlement or entry of a final interlocutory decree of dissolution of marriage or any modification thereof (a “Divorce Event”), then the Divorced Member shall give written notice to the other Members no later than ten (10) days following the occurrence of such Divorce Event. For a period of thirty (30) days following delivery of the Divorced Member’s notice of the Divorce Event to the other Members (the “Divorcing Member Notice”), the Divorced Member shall have the right, but not the obligation, by delivering a Repurchase Notice to the Spouse, the Company and the other Members, to repurchase (i) all unvested Awarded Interests held by such Spouse for a Purchase Price equal to the product of (A) the positive balance, if any, standing in the Divorced Member’s Capital Account as of the date of the Divorce Event and (B) the percentage which such unvested Awarded Interests represent of the entire Unvested Interest of the Divorced Member and (ii) all or any portion of the vested Awarded Interest held by the Spouse for the Purchase Price as determined in accordance with the formula set forth on Schedule 10.4 hereto. If the balance standing in the Divorced Member’s Capital Account is equal to or less than zero, then the Purchase Price for the unvested Awarded Interest held by such Spouse shall equal zero.
Sample 1
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Divorced Member’s Option. If a Divorced Member does not succeed to all of his or her Spouse’s interest in the Divorced Member’s interest as a Member in the Company, the Divorced Member shall have the option to purchase any or all of the interest which has been transferred to or has otherwise vested in his or her Spouse (the “Spouse’s Company Interest”) pursuant to a decree of dissolution, divorce or any other proceeding incident to the termination of the marital status (the “Divorce Decree”) or by agreement of the Divorced Member and his or her Spouse. Upon exercise of such option by the Divorced Member, the Spouse shall sell the appropriate portion of the Spouse’s Company Interest to the Divorced Member. The purchase price for such portion shall be its fair market value, payable in cash or on such other terms as may be agreed upon by the Divorced Member and the Spouse. Such option shall be exercised and the purchase consummated within 30 days after the date of the entry of the Divorce Decree.
Sample 1

Related to Divorced Member’s Option

  • Vested Shares “Vested Shares” shall mean the shares of Restricted Stock which are no longer subject to the Restrictions by reason of Section 3.2.

  • Membership Units The Company is initially organized with One (1) class of Membership Interests, designated in Units, which Units are initially the only class of equity in the Company. The Units shall have no par value and shall be of a single class with identical rights. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Governors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created Units.

  • Forfeiture of Founder Shares To the extent that the Underwriters do not exercise their option to purchase additional Units within 45 days from the date of the Prospectus in full (as further described in the Prospectus), the Sponsor agrees to automatically surrender to the Company for no consideration, for cancellation at no cost, an aggregate number of Founder Shares so that the number of Founder Shares will equal of 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding at such time. The Sponsor and Insiders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a share capitalization or a share repurchase, as applicable, with respect to the Founder Shares immediately prior to the consummation of the Public Offering in such amount as to maintain the number of Founder Shares at 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding at such time.

  • Unvested Shares You are reflected as the owner of record of the Award Shares on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable, and any share certificates (or electronic delivery) representing such unvested shares will include a legend to the effect that you may not sell, assign, transfer, pledge, or hypothecate the Award Shares. You must deliver to the Company, as soon as practicable after the Grant Date, a stock power, endorsed in blank, with respect to the Award Shares. If you forfeit any Award Shares, the stock power will be used to return the certificates for the forfeited Award Shares to the Company’s transfer agent for cancellation.

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