Common use of Members’ Rights in a Roll-Up Clause in Contracts

Members’ Rights in a Roll-Up. If a Roll-Up is effected as to the Company, the Roll-Up Entity making the offer to the Company shall offer to each Member who votes against the Roll-Up the choice of 13.2.1. accepting the securities of the Roll-Up Entity that were offered in the proposed Roll-Up, or 13.2.2. either (a) remaining as a Member of the Company and preserving its interests therein unchanged; or (b) receiving cash in an amount equal to the Member's pro-rata share of the appraised Net Asset Value of the Company.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Yosemite Mortgage Fund Ii LLC), Limited Liability Company Operating Agreement (Yosemite Mortgage Fund Ii LLC)

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Members’ Rights in a Roll-Up. If a Roll-Up is effected as to the Company, the Roll-Up Entity making the offer to the Company shall offer to each Member who votes against the Roll-Up the choice of: 13.2.1. 13.2.1 accepting the securities of the Roll-Up Entity that were offered in the proposed Roll-Up, or 13.2.2. 13.2.2 either (a) remaining as a Member of the Company and preserving its interests Interests therein unchanged; or (b) receiving cash in an amount equal to the Member's ’s pro-rata share of the appraised Net Asset Value of the Company.

Appears in 2 contracts

Samples: Operating Agreement (IMH Financial Corp), Limited Liability Company Operating Agreement (IMH Secured Loan Fund, LLC)

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Members’ Rights in a Roll-Up. If a Roll-Up is effected as to the Company, the Roll-Up Entity making the offer to the Company shall offer to each Member who votes against the Roll-Up the choice of: 13.2.1. 13.2.1 accepting the securities of the Roll-Up Entity that were offered in the proposed Roll-Up, or 13.2.2. 13.2.2 either (a) remaining as a Member of the Company and preserving its interests therein unchanged; or (b) receiving cash in an amount equal to the Member's ’s pro-rata share of the appraised Net Asset Value of the Company.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Vestin Fund Iii LLC)

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