Common use of Expulsion for Cause or Material Malfeasance Clause in Contracts

Expulsion for Cause or Material Malfeasance. In the event that any Member is expelled or dissociated from the Company for Cause, the Company shall have the right, exercisable upon written notice from the Company to such Member within ninety (90) days of the date of such expulsion, to purchase all, but not less than all, of the Units of such Member for Fair Market Value. If the Company fails to exercise its right (as described above), in whole or in part, then for thirty (30) days following the expiration of such ninety-day period, the other Members shall have the right to purchase a proportionate share (based upon such Member’s interest in the capital of the Company excluding the Units of the expelled Member) of the expelled Member’s Units. If any Member waives, in whole or in part, his or her right to purchase, the unexercised right, or portion thereof, to which such waiver applies shall inure proportionately to other non-expelled Members, and such non-expelled Members shall have an additional ten (10) days to purchase such portions of the unpurchased Units. If the Company or the other Members exercise its option pursuant to this subsection, unless otherwise agreed by the Company and such Member, the purchase and sale of the applicable Units shall occur within thirty (30) days of the date the Company or the Members deliver written notice of its election to purchase such Units, and the Member shall execute and deliver such documents and instruments as are reasonably requested by the Company to evidence the transfer of the Units, which shall be conveyed to the Company free and clear of all liens, claims and encumbrances. The purchase price for the Units described in this subsection shall be payable forty percent (40%) at the closing of the purchase and sale of the Units, and the delivery of an unsecured promissory note for the remaining balance of the purchase price requiring equal quarterly payments over the following five (5) years following the closing and bearing interest at the rate of four percent (4%) per annum.

Expulsion for Cause or Material Malfeasance. In the event that any Member is expelled or dissociated from the Company for Cause, the Company shall have the right, exercisable upon written notice from the Company to such Member within ninety (90) days of the date of such expulsion, to purchase all, but not less than all, of the Units of such Member for Fair Market Value. If the Company fails to exercise its right (as described above), in whole or in part, then for thirty (30) days following the expiration of such ninety-day period, the other Members shall have the right to purchase a proportionate share (based upon such Member’s 's interest in the capital of the Company excluding the Units of the expelled Member) of the expelled Member’s 's Units. If any Member waives, in whole or in part, his or her right to purchase, the unexercised right, or portion thereof, to which such waiver applies shall inure proportionately to other non-expelled Members, and such non-expelled Members shall have an additional ten (10) days to purchase such portions of the unpurchased Units. If the Company or the other Members exercise its option pursuant to this subsection, unless otherwise agreed by the Company and such Member, the purchase and sale of the applicable Units shall occur within thirty (30) days of the date the Company or the Members deliver written notice of its election to purchase such Units, and the Member shall execute and deliver such documents and instruments as are reasonably requested by the Company to evidence the transfer of the Units, which shall be conveyed to the Company free and clear of all liens, claims and encumbrances. The purchase price for the Units described in this subsection shall be payable forty percent (40%) at the closing of the purchase and sale of the Units, and the delivery of an unsecured promissory note for the remaining balance of the purchase price requiring equal quarterly payments over the following five (5) years following the closing and bearing interest at the rate of four percent (4%) per annum.

Expulsion for Cause or Material Malfeasance. In the event that any Member is expelled or dissociated from the Company for Cause, the Company shall have the right, exercisable upon written notice from the Company to such Member within ninety (90) days of the date of such expulsion, to purchase all, but not less than all, of the Units of such Member for Fair Market Value. If the Company fails to exercise its right (as described above), in whole or in part, then for thirty (30) days following the expiration of such ninety-day period, the other Members shall have the right to purchase a proportionate share (based upon such Member’s Member"s interest in the capital of the Company excluding the Units of the expelled Member) of the expelled Member’s Member"s Units. If any Member waives, in whole or in part, his or her right to purchase, the unexercised right, or portion thereof, to which such waiver applies shall inure proportionately to other non-non- expelled Members, and such non-expelled Members shall have an additional ten (10) days to purchase such portions of the unpurchased Units. If the Company or the other Members exercise its option pursuant to this subsection, unless otherwise agreed by the Company and such Member, the purchase and sale of the applicable Units shall occur within thirty (30) days of the date the Company or the Members deliver written notice of its election to purchase such Units, and the Member shall execute and deliver such documents and instruments as are reasonably requested by the Company to evidence the transfer of the Units, which shall be conveyed to the Company free and clear of all liens, claims and encumbrances. The purchase price for the Units described in this subsection shall be payable forty percent (40%) at the closing of the purchase and sale of the Units, and the delivery of an unsecured promissory note for the remaining balance of the purchase price requiring equal quarterly payments over the following five (5) years following the closing and bearing interest at the rate of four percent (4%) per annum.