Common use of Failure to Exercise Option Clause in Contracts

Failure to Exercise Option. Upon expiration of the option period provided to the Company under SECTION 7.5(d) above, as applicable, an Involuntary Transfer of that number of the Transfer Units not elected to be purchased by the Remaining Members and the Company will occur, and such interest shall be Transferred in accordance with the provisions set forth in the Act. Following an Involuntary Transfer, the involuntary transferee shall be obligated to provide the following to the Board of Managers: (A) a written agreement of the involuntary transferee, in form and substance satisfactory to the Board of Managers, to be bound by this Agreement and all other agreements applicable to the Members, which shall include an agreement by the involuntary transferee to execute any and all other documents that the Board of Managers may deem necessary or appropriate in order to effect and evidence such Transfer and to confirm that the involuntary transferee and the Transfer Units are subject to and bound by this Agreement; and (B) if requested by Board of Managers, an opinion of counsel, satisfactory in form and substance to the chief executive officer, that the Involuntary Transfer will not terminate the Company and that the Involuntary Transfer constitutes an exempt transaction that does not require registration under applicable securities laws; provided that any decision by the Board of Managers regarding the matters set forth in this sentence shall require the consent of a majority of the Managers.

Failure to Exercise Option. Upon In the event the Transfer Interest is not purchased by the Company or the Remaining Members in accordance with the foregoing provisions, upon expiration of the option period provided to the Company Remaining Members under SECTION 7.5(dsubsection (c) above, as applicable, an Involuntary Transfer of that number a transfer of the Transfer Units not elected to be purchased by the Remaining Members and the Company will occur, and such interest shall be Transferred Interest may occur in accordance with Article VII or to the provisions set forth in extent it is required to be Transferred as a result of the Act. Following an Involuntary Transfer, and, in such case, the involuntary transferee Involuntary Transferee shall become an unadmitted assignee of the Transfer Interest (as described in Section 7.8), subject to the right of first refusal described in Section 7.6(g). The Involuntary Transferee shall be obligated to provide the following to the Board of Managers: Board: (Ai) a A written agreement of the involuntary transfereeInvoluntary Transferee, in form and substance satisfactory to the Board of ManagersBoard, to be bound by this Agreement and all other agreements applicable to the MembersAgreement, which shall include an agreement by of the involuntary transferee Involuntary Transferee to execute any and all other documents that the Board of Managers may deem necessary or appropriate in order to effect and evidence such Transfer transfer and to confirm that the involuntary transferee Involuntary Transferee and the Transfer Units Interest are subject to and bound by this Agreement; and . (Bii) if requested by Board of Managers, an An opinion of counsel, satisfactory in form and substance to the chief executive officerBoard, that the Involuntary Transfer will not terminate the Company or impair its ability to be taxed as a partnership and that the Involuntary Transfer constitutes an exempt transaction that does not require registration under applicable securities laws; provided that any decision by . Notwithstanding the Board transfer of Managers regarding the matters set forth in this sentence Transfer Interest to an Involuntary Transferee, the Involuntary Transferee shall require acquire the rights of a Member and shall be admitted as a Member of the Company only upon the unanimous consent of a majority of the ManagersRemaining Members (other than the Minor Members), as required by Section 2.6.

Failure to Exercise Option. Upon Absent exercise of the option by all or a portion of the Remaining Members with respect to the entire Transfer Interest, any partial acceptance shall be invalid and, upon expiration of the option period provided to the Company under SECTION 7.5(d) Remaining Members above, as applicable, an Involuntary Transfer of that number of the Transferring Member may then transfer the Transfer Units Interest as proposed, provided (a) such transfer is completed within thirty (30) days thereafter, (b) such transfer does not elected occur on terms more favorable to be purchased by the transferee than the terms upon which the Transfer Interest was offered to the Remaining Members and the Company will occurMembers, and (c) prior to completion of such interest transfer, the following shall be Transferred in accordance with the provisions set forth in the Act. Following an Involuntary Transfer, the involuntary transferee shall be obligated to provide the following provided to the Board of Managers: : (A1) a A written agreement of the involuntary proposed transferee, in form and substance satisfactory to the Board of Managers, to be bound by this Agreement and all other agreements applicable to the Members, which shall include an agreement by the involuntary proposed transferee to execute any and all other documents that the Board of Managers may deem necessary or appropriate in order to effect and evidence such Transfer transfer and to confirm that the involuntary proposed transferee and the Transfer Units Interest are subject to and bound by this Agreement; and . If the proposed transferee does not provide such a written agreement, the proposed transferee shall retain the “financial rights” which relate to the Transfer Interest, but shall be deemed to have forfeited all “governance rights” which relate to the Transfer Interest. (B2) if requested by Board of Managers, an An opinion of counsel, satisfactory in form and substance to the chief executive officerBoard of Managers, that the Involuntary Transfer transfer will not terminate the Company or impair its ability to be taxed as a partnership and that the Involuntary Transfer transfer constitutes an exempt transaction that and does not require registration under applicable securities laws; provided that any decision by the Board of Managers regarding the matters set forth in this sentence shall require the consent of a majority of the Managers.

Failure to Exercise Option. Upon Absent exercise of the option by all or a portion of the Remaining Members with respect to the entire Transfer Interest, any partial acceptance shall be invalid and, upon expiration of the option period provided to the Company under SECTION 7.5(dRemaining Members in Section 10(c)(ii)(1) aboveor (2), as applicablethe case may be, an Involuntary Transfer of that number of the Transferring Member may then transfer the Transfer Units Interest as proposed, provided (x) such transfer is completed within thirty (30) days thereafter, (y) such transfer does not elected occur on terms more favorable to be purchased by the transferee than the terms upon which the Transfer Interest was offered to the Remaining Members and the Company will occurMembers, and (z) prior to completion of such interest transfer, the following shall be Transferred in accordance with the provisions set forth in the Act. Following an Involuntary Transfer, the involuntary transferee shall be obligated to provide the following provided to the Board of Managers: Governors: (Aa) a A written agreement of the involuntary proposed transferee, in form and substance satisfactory to the Board of ManagersGovernors, to be bound by this Agreement and all other agreements applicable to the Members, which shall include an agreement by the involuntary proposed transferee to execute any and all other documents that the Board of Managers Governors may deem necessary or appropriate in order to effect and evidence such Transfer transfer and to confirm that the involuntary proposed transferee and the Transfer Units Interest are subject to and bound by this Agreement; and . If the proposed transferee does not provide such a written agreement, the proposed transferee shall retain the "financial rights" which relate to the Transfer Interest, but shall be deemed to have forfeited all "governance rights" which relate to the Transfer Interest. (Bb) if requested by Board of Managers, an An opinion of counsel, satisfactory in form and substance to the chief executive officerBoard of Governors, that the Involuntary Transfer transfer will not terminate the Company or impair its ability to be taxed as a partnership and that the Involuntary Transfer transfer constitutes an exempt transaction that and does not require registration under applicable securities laws; provided that any decision by the Board of Managers regarding the matters set forth in this sentence shall require the consent of a majority of the Managers.