Common use of Election to Exercise Right of First Refusal Clause in Contracts

Election to Exercise Right of First Refusal. Within 30 days after receipt of the Sale Notice, each non-selling Member shall notify the Manager in writing of his, her or its desire to purchase a portion of the Interest subject to the Sale Notice. The failure of any Member to so notify the Manager within the applicable period shall constitute an election on the part of that Member not to purchase any portion of the Interest subject to the Sale Notice. Each Member so electing to purchase shall be entitled to purchase a portion of such Interest in the same proportion that the Percentage Interest of such Member bears to the aggregate of the Percentage Interest of all of the Members electing to so purchase the Interest subject to the Sale Notice. In the event any Member elects to purchase none or less than all of his, her or its pro rata share of such Interest, then the other Members can elect to purchase more than their pro rata share. If such Members fail to purchase the entire Interest subject to the Sale Notice, the LLC may purchase any remaining share of such Interest.