Common use of Exercise of the Special Purchase Right Clause in Contracts

Exercise of the Special Purchase Right. The Special Purchase Right shall be exercisable by delivery of written notice (the “Purchase Notice”) to Owner and Owner’s spouse within forty-five (45) days after the Company’s receipt of the Dissolution Notice. The Purchase Notice shall indicate the number of Shares to be purchased by the Company, the date such purchase is to be effected (such date to be not less than five (5) business days, nor more than fifteen (15) business days, after the date of the Purchase Notice) and the fair market value to be paid for such Shares. Owner (or Owner’s spouse, to the extent such spouse has physical possession of the Shares) shall, prior to the close of business on the date specified for the purchase, deliver to the Company the certificates representing the shares to be purchased. The Company shall, concurrently with the receipt of the stock certificates, pay to Owner’s spouse (in cash or cash equivalents) an amount equal to the fair market value specified for such shares in the Purchase Notice. If Owner’s spouse does not agree with the fair market value specified for the Shares in the Purchase Notice, then the spouse shall promptly notify the Company in writing of such disagreement and the fair market value of such Shares shall thereupon be determined by an appraiser of recognized standing selected by the Company and the spouse. If they cannot agree on an appraiser within fifteen (15) days after the date of the Purchase Notice, each shall select an appraiser of recognized standing, and the two (2) appraisers shall designate a third appraiser of recognized standing whose appraisal shall be determinative of such value. The cost of the appraisal shall be shared equally by the Company and Owner’s spouse. The closing shall then be held on the fifteenth (15th) business day following the completion of such appraisal; provided, however, that if the appraised value is more than twenty-five percent (25%) greater than the fair market value specified for the Shares in the Purchase Notice, the Company shall have the right, exercisable prior to the expiration of such fifteen (15) business-day period, to rescind the exercise of the Special Purchase Right and thereby revoke its election to purchase the Shares awarded to the spouse.

Exercise of the Special Purchase Right. The Special Purchase Right shall be exercisable by delivery of written notice (the “"Purchase Notice”") to Owner and Owner’s 's spouse within forty-five (45) days after the Company’s 's receipt of the Dissolution Notice. The Purchase Notice shall indicate the number of Shares to be purchased by the Company, the date such purchase is to be effected (such date to be not less than five (5) business days, nor more than fifteen (15) business days, after the date of the Purchase Notice) and the fair market value to be paid for such Shares. Owner (or Owner’s 's spouse, to the extent such spouse has physical possession of the Shares) shall, prior to the close of business on the date specified for the purchase, deliver to the Company the certificates representing the shares to be purchased. The Company shall, concurrently with the receipt of the stock certificates, pay to Owner’s 's spouse (in cash or cash equivalents) an amount equal to the fair market value specified for such shares in the Purchase Notice. If Owner’s 's spouse does not agree with the fair market value specified for the Shares in the Purchase Notice, then the spouse shall promptly notify the Company in writing of such disagreement and the fair market value of such Shares shall thereupon be determined by an appraiser of recognized standing selected by the Company and the spouse. If they cannot agree on an appraiser within fifteen (15) days after the date of the Purchase Notice, each shall select an appraiser of recognized standing, and the two (2) appraisers shall designate a third appraiser of recognized standing whose appraisal shall be determinative of such value. The cost of the appraisal shall be shared equally by the Company and Owner’s 's spouse. The closing shall then be held on the fifteenth (15th) business day following the completion of such appraisal; provided, however, that if the appraised value is more than twenty-five percent (25%) greater than the fair market value specified for the Shares in the Purchase Notice, the Company shall have the right, exercisable prior to the expiration of such fifteen (15) business-day period, to rescind the exercise of the Special Purchase Right and thereby revoke its election to purchase the Shares awarded to the spouse.

Exercise of the Special Purchase Right. The (i) A Special Purchase Right granted under Section 6.8 shall be exercisable by delivery of written notice (the “Special Purchase Notice”) to Owner the Member and OwnerMember’s spouse (in the case of Section 6.8(a)), or the Dissociated Member (in the case of Section 6.8(b)), within forty-five (45) 45 days after the Company’s receipt of the Dissolution Notice or the Dissociation Notice, as applicable, and the Member in such divorce or legal separation shall have 20 days to give a Special Purchase Notice electing to purchase all or any portion of the applicable Units, and then the Company shall have an additional 25 days after the expiration of such 20 day period to give a Special Purchase Notice so long as in the Special Purpose Notice(s) all and not less than all of the applicable Units are elected to be purchased. The Special Purchase Notice shall indicate the number of Shares Units to be purchased by the Member (in a legal separation or divorce) and/or the Company, the date such purchase is to be effected (such date to be not less than five (5) business daysBusiness Days, nor more than fifteen (15) business daysBusiness Days, after the date of the applicable selling party’s receipt of the Special Purchase NoticeNotice(s)) and the fair market value determination of Fair Market Value to be paid for such SharesUnits; provided, that if clause (iii) of the definition of Fair Market Value shall be used to determine the Fair Market Value, the Company and such selling spouse or Dissociated Member shall each pay one half (1/2) of the cost of the Appraiser. Owner The Member (or OwnerMember’s spouse, to the extent such spouse has physical possession of the SharesUnits) or the Dissociated Member, as applicable, shall, prior to the close of business on the date specified for the purchase, deliver to the Company the certificates certificates, if any, representing the shares Units to be purchased. The Company shall, concurrently with the receipt of the stock certificatescertificates or the assignment agreement in the form attached hereto as Exhibit D, pay to Ownerthe Member’s spouse or Dissociated Member, as applicable, (in cash or cash equivalentsby wire transfer) an amount equal to the fair market value Fair Market Value specified for such shares Units in the Purchase Notice. If Owner’s spouse does not agree with the fair market value specified for the Shares in the Purchase Notice, then the spouse shall promptly notify the Company in writing of such disagreement and the fair market value of such Shares shall thereupon be determined by an appraiser of recognized standing selected by the Company and the spouse. If they cannot agree on an appraiser within fifteen (15) days after the date of the Purchase Notice, each shall select an appraiser of recognized standing, and the two (2) appraisers shall designate a third appraiser of recognized standing whose appraisal shall be determinative of such value. The cost of the appraisal shall be shared equally by the Company and Owner’s spouse. The closing shall then be held on the fifteenth (15th) business day following the completion of such appraisal; provided, however, that if the appraised value is more than twenty-five percent (25%) greater than the fair market value specified for the Shares in the Purchase Notice, the Company shall have the right, exercisable prior to the expiration of such fifteen (15) business-day period, to rescind the exercise of the Special Purchase Right and thereby revoke its election to purchase the Shares awarded to the spouseNotice.

Exercise of the Special Purchase Right. The Special Purchase Right shall be exercisable by delivery of written notice (the “"Purchase Notice”") to Owner Optionee and Owner’s Optionee's spouse within forty-five thirty (4530) days after the Company’s Corporation's receipt of the Dissolution Notice. The Purchase Notice shall indicate the number of Shares shares to be purchased by the Company8. Corporation, the date such purchase is to be effected (such date to be not less than five (5) business days, nor more than fifteen ten (1510) business days, after the date of the Purchase Notice) and the fair market value Fair Market Value to be paid for such Purchased Shares. Owner Optionee (or Owner’s Optionee's spouse, to the extent such spouse has physical possession of the Purchased Shares) shall, prior to the close of business on the date specified for the purchase, deliver to the Company Corporation the certificates representing the shares to be purchased. The Company Corporation shall, concurrently with the receipt of the stock certificates, pay to Owner’s Optionee's spouse (in cash or cash equivalents) an amount equal to the fair market value Fair Market Value specified for such shares in the Purchase Notice. If Owner’s Optionee's spouse does not agree with the fair market value Fair Market Value specified for the Shares shares in the Purchase Notice, then the spouse shall promptly notify the Company Corporation in writing of such disagreement and the fair market value of such Shares shares shall thereupon be determined by an appraiser of recognized standing selected by the Company Corporation and the spouse. If they cannot agree on an appraiser within fifteen twenty (1520) days after the date of the Purchase Notice, each shall select an appraiser of recognized standing, and the two (2) appraisers shall designate a third appraiser of recognized standing whose appraisal shall be determinative of such value. The cost of the appraisal shall be shared equally by the Company Corporation and Owner’s Optionee's spouse. The closing shall then be held on the fifteenth fifth (15th5th) business day following the completion of such appraisal; providedPROVIDED, however, that if the appraised value is more than twenty-five percent (25%) greater than the fair market value Fair Market Value specified for the Shares shares in the Purchase Notice, the Company Corporation shall have the right, exercisable prior to the expiration of such fifteen five (155) business-day period, to rescind the exercise of the Special Purchase Right and thereby revoke its election to purchase the Shares shares awarded to the spouse. In the event the Corporation so revokes its election, the Corporation shall bear the entire cost of the appraisal.

Exercise of the Special Purchase Right. The Special Purchase -------------------------------------- Right shall be exercisable by delivery of written notice (the “"Purchase Notice”") to Owner Optionee and Owner’s Optionee's spouse within forty-five thirty (4530) days after the Company’s Corporation's receipt of the Dissolution Notice. The Purchase Notice shall indicate the number of Shares shares to be purchased by the CompanyCorporation, the date such purchase is to be effected (such date to be not less than five (5) business days, nor more than fifteen ten (1510) business days, after the date of the Purchase Notice) and the fair market value Fair Market Value to be paid for such Purchased Shares. Owner Optionee (or Owner’s Optionee's spouse, to the extent such spouse has physical possession of the Purchased Shares) shall, prior to the close of business on the date specified for the purchase, deliver to the Company Corporation the certificates representing the shares to be purchased. The Company Corporation shall, concurrently with the receipt of the stock certificates, pay to Owner’s Optionee's spouse (in cash or cash equivalents) an amount equal to the fair market value Fair Market Value specified for such shares in the Purchase Notice. If Owner’s Optionee's spouse does not agree with the fair market value Fair Market Value specified for the Shares shares in the Purchase Notice, then the spouse shall promptly notify the Company Corporation in writing of such disagreement and the fair market value of such Shares shares shall thereupon be determined by an appraiser of recognized standing selected by the Company Corporation and the spouse. If they cannot agree on an appraiser within fifteen twenty (1520) days after the date of the Purchase Notice, each shall select an appraiser of recognized standing, and the two (2) appraisers shall designate a third appraiser of recognized standing whose appraisal shall be determinative of such value. The cost of the appraisal shall be shared equally by the Company Corporation and Owner’s Optionee's spouse. The closing shall then be held on the fifteenth fifth (15th5th) business day following the completion of such appraisal; provided, however, that if the appraised value is more than twenty-five percent -------- (25%) greater than the fair market value Fair Market Value specified for the Shares shares in the Purchase Notice, the Company Corporation shall have the right, exercisable prior to the expiration of such fifteen five (155) business-business day period, to rescind the exercise of the Special Purchase Right and thereby revoke its election to purchase the Shares shares awarded to the spouse. In the event the Corporation so revokes its election, the Corporation shall bear the entire cost of the appraisal.

Exercise of the Special Purchase Right. The Special -------------------------------------- Purchase Right shall be exercisable by delivery of written notice (the “"Purchase Notice”") to Owner Optionee and Owner’s Optionee's spouse within forty-five thirty (4530) days after the Company’s Corporation's receipt of the Dissolution Notice. The Purchase Notice shall indicate the number of Shares shares to be purchased by the CompanyCorporation, the date such purchase is to be effected (such date to be not less than five (5) business days, nor more than fifteen ten (1510) business days, after the date of the Purchase Notice) and the fair market value Fair Market Value to be paid for such Purchased Shares. Owner Optionee (or Owner’s Optionee's spouse, to the extent such spouse has physical possession of the Purchased Shares) shall, prior to the close of business on the date specified for the purchase, deliver to the Company Corporation the certificates representing the shares to be purchased. The Company Corporation shall, concurrently with the receipt of the stock certificates, pay to Owner’s Optionee's spouse (in cash or cash equivalents) an amount equal to the fair market value Fair Market Value specified for such shares in the Purchase Notice. If Owner’s Optionee's spouse does not agree with the fair market value Fair Market Value specified for the Shares shares in the Purchase Notice, then the spouse shall promptly notify the Company Corporation in writing of such disagreement and the fair market value of such Shares shares shall thereupon be determined by an appraiser of recognized standing selected by the Company Corporation and the spouse. If they cannot agree on an appraiser within fifteen twenty (1520) days after the date of the Purchase Notice, each shall select an appraiser of recognized standing, and the two (2) appraisers shall designate a third appraiser of recognized standing whose appraisal shall be determinative of such value. The cost of the appraisal shall be shared equally by the Company Corporation and Owner’s Optionee's spouse. The closing shall then be held on the fifteenth fifth (15th5th) business day following the completion of such appraisal; provided, however, that if the appraised value is more than twenty-five percent -------- (25%) greater than the fair market value Fair Market Value specified for the Shares shares in the Purchase Notice, the Company Corporation shall have the right, exercisable prior to the expiration of such fifteen five (155) business-day period, to rescind the exercise of the Special Purchase Right and thereby revoke its election to purchase the Shares shares awarded to the spouse. In the event the Corporation so revokes its election, the Corporation shall bear the entire cost of the appraisal.

Exercise of the Special Purchase Right. The Special Purchase Right shall be exercisable by delivery of written notice (the “"Purchase Notice”") to Owner Optionee and Owner’s Optionee's spouse within forty-five thirty (4530) days after the Company’s Corporation's receipt of the Dissolution Notice. The Purchase Notice shall indicate the number of Shares shares to be purchased by the CompanyCorporation, the date such purchase is to be effected (such date to be not less than five (5) business days, nor more than fifteen ten (1510) business days, after the date of the Purchase Notice) and the fair market value Fair Market Value to be paid for such Purchased Shares. Owner Optionee (or Owner’s Optionee's spouse, to the extent such spouse has physical possession of the Purchased Shares) shall, prior to the close of business on the date specified for the purchase, deliver to the Company Corporation the certificates representing the shares to be purchased. The Company Corporation shall, concurrently with the receipt of the stock certificates, pay to Owner’s Optionee's spouse (in cash or cash equivalents) an amount equal to the fair market value higher of the Exercise Price or the Fair Market Value of the Purchased Shares on the date specified for the purchase, such shares Fair Market Value to be set forth in the Purchase Notice. If Owner’s Optionee's spouse does not agree with the fair market value Fair Market Value specified for the Shares shares in the Purchase Notice, then the spouse shall promptly notify the Company Corporation in writing of such disagreement and the fair market value of such Shares shares shall thereupon be determined by an appraiser of recognized standing selected by the Company Corporation and the spouse. If they cannot agree on an appraiser within fifteen twenty (1520) days after the date of the Purchase Notice, each shall select an appraiser of recognized standing, and the two (2) appraisers shall designate a third appraiser of recognized standing whose appraisal shall be determinative of such value. The Corporation shall bear the cost of the appraisal shall be shared equally by the Company and Owner’s spouseappraisal. The closing shall then be held on the fifteenth fifth (15th5th) business day following the completion of such appraisal; provided, however, that if the appraised value is more than twenty-five percent (25%) greater than the fair market value Fair Market Value specified for the Shares shares in the Purchase Notice, the Company Corporation shall have the right, exercisable prior to the expiration of such fifteen five (155) business-day period, to rescind the exercise of the Special Purchase Right and thereby revoke its election to purchase the Shares shares awarded to the spouse. In the event the Corporation so revokes its election, the Corporation shall bear the entire cost of the appraisal.