Common use of Forced Sale Right Clause in Contracts

Forced Sale Right. Except as otherwise provided in Section 11.2, if any Dragging Members desire to Transfer all, but not less than all, of the Units of the Dragging Member(s) in connection with a Transfer for cash to an unaffiliated third party Proposed Purchaser in a transaction where no additional material benefits are received by the Dragging Member(s) in connection therewith and that is contingent on the Transfer of all of the Membership Interests held by any Dragged Members, the Dragging Member(s) may deliver a notice (a "Drag-Along Notice") to the Dragged Members setting forth the Units to be Transferred, the proposed purchase price for such Units and the other material terms of the Transfer to the Proposed Purchaser, and attaching a copy of any agreements or written offers from the Proposed Purchaser setting forth the terms of the Transfer. After the receipt of a Drag-Along Notice, the Dragged Members shall be obligated to Transfer all of its Units to the Proposed Purchaser upon the terms and conditions set forth in the Drag-Along Notice; provided, however, that %3. the terms and conditions set forth in the Drag-Along Notice shall apply to the Units to be Transferred by the Dragging Member(s), %3. the purchase price for all Units sold to the Proposed Purchaser shall be allocated among all of the Members selling their Units pro rata in accordance with the number of Units included in the sale (provided further that in no event shall the amount allocated to each Class A Preferred Unit be less than the Liquidation Preference in respect of such Class A Preferred Unit), and %3. the closing of 44 the purchase and sale occurs shall occur within 180 days after the delivery of the Drag-Along Notice. In the event the Equity Owners of Class A Unitholders representing 67% or greater of the outstanding Class A Units, or any successor to such Equity Owners' interests, desire to Transfer all, but not less than all, of their Member Equity Interests in a Transfer for cash to an unaffiliated third party Proposed Purchaser that is contingent on the Transfer of all of the Member Equity Interests held by the Equity Owners in the other Member, the foregoing shall apply, mutatis mutandis, as if such Equity Owners of Class A Unitholders representing 67% or greater of the outstanding Class A Units were the Dragging Member(s) seeking to Transfer Units, and the Equity Owners in the other Member were the Dragged Members. Any violation of the foregoing by an Equity Owner shall be deemed a breach of this Agreement by the Member in which such Equity Owner holds Membership Equity Interests.

Forced Sale Right. Except as otherwise provided in Section 11.2, if any Dragging Members desire to Transfer all, but not less than all, of the Units of the Dragging Member(s) in connection with a Transfer for cash to an unaffiliated third party Proposed Purchaser in a transaction where no additional material benefits are received by the Dragging Member(s) in connection therewith and that is contingent on the Transfer of all of the Membership Interests held by any Dragged Members, the Dragging Member(s) may deliver a notice (a "“Drag-Along Notice"”) to the Dragged Members setting forth the Units to be Transferred, the proposed purchase price for such Units and the other material terms of the Transfer to the Proposed Purchaser, and attaching a copy of any 45 12111833.11 agreements or written offers from the Proposed Purchaser setting forth the terms of the Transfer. After the receipt of a Drag-Along Notice, the Dragged Members shall be obligated to Transfer all of its Units to the Proposed Purchaser upon the terms and conditions set forth in the Drag-Along Notice; provided, however, that %3. (I) the terms and conditions set forth in the Drag-Along Notice shall apply to the Units to be Transferred by the Dragging Member(s), %3. (I) the purchase price for all Units sold to the Proposed Purchaser shall be allocated among all of the Members selling their Units pro rata in accordance with the number of Units included in the sale (provided further that in no event shall the amount allocated to each Class A Preferred Unit be less than the Liquidation Preference in respect of such Class A Preferred Unit), and %3. (I) the closing of 44 the purchase and sale occurs shall occur within 180 days after the delivery of the Drag-Along Notice. In , and (d) the event consideration received in exchange for the Equity Owners of Class A Unitholders representing 67% or greater of the outstanding Class A Units, or any successor to such Equity Owners' interests, desire to Transfer all, but not less than all, of their Member Equity Interests in a Transfer for cash to an unaffiliated third party Proposed Purchaser that is contingent on the Transfer of all of the Member Equity Interests held by the Equity Owners in the other Member, the foregoing shall apply, mutatis mutandis, as if such Equity Owners of Class A Unitholders representing 67% or greater of the outstanding Class A Units were the Dragging Member(s) seeking to Transfer Unitsconsists wholly of cash, Publically Traded securities or a combination of cash and the Equity Owners in the other Member were the Dragged Members. Any violation of the foregoing by an Equity Owner shall be deemed a breach of this Agreement by the Member in which such Equity Owner holds Membership Equity InterestsPublically Traded securities.

Forced Sale Right. Except as otherwise provided in Section 11.2, if any a Dragging Members desire Member desires to Transfer all, but not less than all, of the Units of the Dragging Member(s) Member in connection with a Transfer for cash not less than two years after the Effective Date to an unaffiliated third party Proposed Purchaser in a transaction where no additional material benefits are received by the Dragging Member(s) Member in connection therewith and that is contingent on the Transfer of all of the Membership Interests held by any Dragged Members, the Dragging Member(s) Member may deliver a notice (a "“Drag-Along Notice"”) to the Dragged Members setting forth the Units to be Transferred, the proposed purchase price for such Units and the other material terms of the Transfer to the Proposed Purchaser, and attaching a copy of any agreements or written offers from the Proposed Purchaser setting forth the terms of the Transfer. After the receipt of a Drag-Along Notice, the Dragged Members shall be obligated to Transfer all of its Units to the Proposed Purchaser upon the terms and conditions set forth in the Drag-Along Notice; provided, however, that %3. (a) the terms and conditions set forth in the Drag-Along Notice shall apply to the Units to be Transferred by the Dragging Member(s)Member, %3. (b) the purchase price for all Units sold to the Proposed Purchaser shall be allocated among all of the Members selling their Units pro rata in accordance with the number of Units included in the sale (provided further that in no event shall the amount allocated to each Class A Preferred Unit be less than the Liquidation Preference in respect of such Class A Preferred Unit)sale, and %3. (c) the closing of 44 the purchase and sale occurs shall occur within 180 days after the delivery of the Drag-Along Notice. In the event the Equity Owners of Class A Unitholders representing 67% or greater of the outstanding Class A Units, in Laramie or any successor to such Laramie’s interests (“Laramie Equity Owners' interests, ”) desire to Transfer all, but not less than all, of their Member Equity Interests in a Transfer for cash not less than two years after the Effective Date to an unaffiliated third party Proposed Purchaser that is contingent on the Transfer of all of the Member Equity Interests held by the Equity Owners in the other Member, the foregoing shall apply, mutatis mutandis, as if such Laramie Equity Owners of Class A Unitholders representing 67% or greater of the outstanding Class A Units were the Dragging Member(s) Member seeking to Transfer Units, and the Equity Owners in the other Member were the Dragged Members. Any violation of the foregoing by an Equity Owner shall be deemed a breach of this Agreement by the Member in which such Equity Owner holds Membership Equity Interests.

Forced Sale Right. Except as otherwise provided in Section 11.2, if any a Dragging Members desire Member desires to Transfer all, but not less than all, of the Units of the Dragging Member(s) Member in connection with a Transfer for cash not less than two years after the Effective Date to an unaffiliated third party Proposed Purchaser in a transaction where no additional material benefits are received by the Dragging Member(s) Member in connection therewith and that is contingent on the Transfer of all of the Membership Interests held by any Dragged Members, the Dragging Member(s) Member may deliver a notice (a "“Drag-Along Notice"”) to the Dragged Members setting forth the Units to be Transferred, the proposed purchase price for such Units and the other material terms of the Transfer to the Proposed Purchaser, and attaching a copy of any agreements or written offers from the Proposed Purchaser setting forth the terms of the Transfer. After the receipt of a Drag-Along Notice, the Dragged Members shall be obligated to Transfer all of its Units to the Proposed Purchaser upon the terms and conditions set forth in the Drag-Along Notice; provided, however, that %3. v) the terms and conditions set forth in the Drag-Along Notice shall apply to the Units to be Transferred by the Dragging Member(s)Member, %3. vi) the purchase price for all Units sold to the Proposed Purchaser shall be allocated among all of the Members selling their Units pro rata in accordance with the number of Units included in the sale (provided further that in no event shall the amount allocated to each Class A Preferred Unit be less than the Liquidation Preference in respect of such Class A Preferred Unit)sale, and %3. vii) the closing of 44 the purchase and sale occurs shall occur within 180 days after the delivery of the Drag-Along Notice. In the event the Equity Owners of Class A Unitholders representing 67% or greater of the outstanding Class A Units, in Laramie or any successor to such Laramie’s interests (“Laramie Equity Owners' interests, ”) desire to Transfer all, but not less than all, of their Member Equity Interests in a Transfer for cash not less than two years after the Effective Date to an unaffiliated third party Proposed Purchaser that is contingent on the Transfer of all of the Member Equity Interests held by the Equity Owners in the other Member, the foregoing shall apply, mutatis mutandis, as if such Laramie Equity Owners of Class A Unitholders representing 67% or greater of the outstanding Class A Units were the Dragging Member(s) Member seeking to Transfer Units, and the Equity Owners in the other Member were the Dragged Members. Any violation of the foregoing by an Equity Owner shall be deemed a breach of this Agreement by the Member in which such Equity Owner holds Membership Equity Interests.