Management Member Put Rights; Appraisal Sample Clauses

Management Member Put Rights; Appraisal. (a) If no Public Offering has been consummated as of the date that is sixty (60) days prior to the third (3rd) anniversary of the Closing Date, then during each sixty (60) day period prior to the third and each subsequent anniversary of the Closing Date until such time as a Public Offering has been consummated, each Management Member (a “Putting Unit Holder”) may deliver notice (a “Management Transfer Notice”) to Black Knight, the Company, Parent, Cannae and THL that such Putting Unit Holder desires to sell its vested Units to a Put Accepting Party. Additionally, in the event a Putting Party has delivered a Transfer Notice pursuant to Section 9.1(a), then during the thirty (30)-day period following the delivery of such Transfer Notice each Management Member may deliver notice (a “Management Piggyback Transfer Notice”) to Black Knight, the Company, Parent, Cannae and THL that such Putting Unit Holder desires to sell its Units to a Put Accepting Party on the same terms (other than purchase price as set forth below) as the Putting Party’s sale of the Put Units, as applicable, in accordance with Section 9.1. (b) If within the sixty (60) day period prior to the date that one or more Putting Unit Holders deliver a Management Transfer Notice either (i) an Appraisal Process pursuant to Section 9.1(a) has been commenced or (ii) a Put Accepting Party, and a Putting Party have agreed upon the terms of a sale of the Put Units, as applicable, to a Put Accepting Party in accordance with Section 9.1(a), then the purchase price per Unit for the Putting Unit Holder will be based on the Appraisal Price when determined or the sale terms agreed upon by the Put Accepting Party and the Putting Party in accordance with Section 9.1(a) by extrapolating such valuation to a sale of all of the Units and assuming the proceeds of such sale had been distributed by the Company in complete liquidation pursuant to the priorities set forth in Section 5.2. (c) If a Putting Party has previously delivered a Transfer Notice and an Appraisal Process is underway pursuant to Section 9.1(a) as of the date that one or more Putting Unit Holders deliver a Management Transfer Notice in accordance with Section 9.2(a), then the purchase price per Unit for the Putting Unit Holder will be determined as if the Company had been sold for the valuation implied by the Appraisal Price underway pursuant to Section 9.1(a) (as is finally determined pursuant to such Appraisal Process upon its completion and by extra...