Member Sale and Purchase of Units Clause Samples

Member Sale and Purchase of Units. If any Member (a “Selling Member”) desires to Dispose of all, but not less than all, of such Member’s Units or that the Company sell Bluegreen, whether through an equity or asset Disposition, or a merger, consolidation or other similar strategic transaction involving Bluegreen, then the Selling Member shall provide written notice (the “Sales Notice”) of such decision to the other Member(s) (the “Remaining Member(s)”). Within thirty days after its receipt of the Sales Notice, each Remaining Member shall notify the Selling Member in writing (the “Purchase Reply”) whether such Remaining Member desires to purchase the Selling Member’s Units (collectively, the “Sale Units”). If one or more of the Remaining Members desire to purchase the Sale Units, then promptly after delivery of the Purchase Reply, the Selling Member and the applicable Remaining Member(s) shall negotiate in good faith with respect to the purchase of the Sale Units by the applicable Remaining Member(s). If the Selling Members and the applicable Remaining Member(s) agree upon the terms and conditions for the purchase and sale of the Sale Units, then the purchase and sale of the Sale Units shall be consummated in accordance with such agreed upon terms and conditions. If, despite such good faith negotiations, the price and other terms of the purchase and sale of the Sale Units are not agreed upon by the Selling Member and the applicable Remaining Member(s) within ninety days after the Selling Member’s receipt of the Purchase Reply (or such additional period(s) of time as may be mutually agreed upon by the Selling Member and the applicable Remaining Member(s)), then (a) the Selling Member shall within five days after the end of such ninety day period (or any agreed upon extension thereof) specify in a writing delivered to the Remaining Member(s) the lowest cash price for which it is willing to sell the Sale Units (the “Final Offer Price”), and (b) the Members shall engage an investment banking firm to market the Company (or, if applicable, Bluegreen) for sale and pursue and consummate a sale of the Company or Bluegreen, as the case may be; provided, however, that if the net proceeds that would be received by the Selling Member with respect to the Sale Units as a result of a sale of the Company or Bluegreen, as the case may be, pursuant to the sales process undertaken by the investment banking firm (the “Sales Process Price”) is equal to or less than the Final Offer Price, then the applicable Remain...