Common use of Member and Holder Cooperation Clause in Contracts

Member and Holder Cooperation. Each Member and Holder, upon receipt of a Required Sale Notice, will be obligated (and such obligation will be enforceable by the Company and the other Members) to: (i) sell its Units and participate in the Required Sale contemplated by the Sale Proposal; (ii) vote their Units in favor of the Required Sale at any meeting of Members called to vote on or approve the Required Sale and/or to consent in writing to the Required Sale; (iii) use its reasonable efforts to cause any Board Member designated by such Member to vote in favor of the Required Sale at any meeting of the Executive Board called to vote on or approve the Required Sale and/or to consent in writing to the Required Sale (to the extent a vote and/or consent of the Executive Board has not previously been obtained in connection with such Required Sale); (iv) waive all dissenters’ or appraisal rights in connection with the Required Sale; (v) enter into agreements of sale or merger agreements relating to the Required Sale (but not to enter into any non-competition or similar agreement); (vi) make representations, warranties or indemnifications with respect to title to its Units or Membership Interest, but such Member or Holder shall not be required to make any other representations, warranties or indemnifications; and (vii) otherwise take all reasonable actions necessary or desirable to cause the Company and the Members and Holders to consummate the Required Sale.