Member Acquisition Clause Samples

Member Acquisition. Notwithstanding anything to the contrary in this Agreement, if a Member or any of its 5% Affiliates desires to acquire a business or operation of any Person that competes with the Business, whether through the purchase of stock or other voting securities, merger, consolidation, or other similar corporate transformation, or through the purchase of assets (a “Member Acquisition”), and the operation of the business acquired by reason of the Member Acquisition is not otherwise permitted by the provisions of this Agreement, such Member may make the Member Acquisition so long as, no later than the consummation of the Member Acquisition, such Member sends the Company a written offer to sell to the Company that portion of the business acquired through the Member Acquisition that competes with the Business (the “Competing Operations”). For purposes of this Section 15.5, all decisions of the Company shall be made by the other Member’s Representatives (acting and deciding on behalf of the Company). If the Company desires to pursue such offer, the Company must so notify such Member in writing no later than twenty (20) calendar days after receiving such written offer. If the Company submits such written notice to such Member in accordance with the immediately preceding sentence, the Company and such Member shall attempt in good faith to agree upon, no later than twenty (20) calendar days after the Company submits such written notice to such Member, (a) those particular assets, liabilities and operations of the business acquired through the Member Acquisition that constitute the Competing Operations, and (b) a purchase price for the Competing Operations. If the Company and such Member agree in writing upon the items referenced in the immediately preceding sentence within such twenty (20) calendar day period, the Company shall be deemed to have accepted such offer on the date such agreement is reached. If the Company and such Member fail to so agree upon such items within such twenty (20) calendar day period, the Company and such Member shall seek to agree upon and retain an Independent Valuation Firm pursuant to the selection procedures set forth in Section 23.16 to (i) identify those particular assets, liabilities and operations of the business acquired through the Member Acquisition that constitute the Competing Operations, and (ii) determine a purchase price that is equal to the Fair Market Value of the Competing Operations taking into account, among other factors th...