Notice and Options Clause Samples

Notice and Options. The Secretary of the Corporation shall provide the Stockholders (including the Stockholder whose Shares are the subject of the Prohibited Transaction) with notice of a Prohibited Transaction. Upon delivery of such notice, the other Stockholder and the Corporation shall have options to purchase, in accordance with and subject to the requirements and limitations (including time limitations) set forth in Section 3.2, the Shares which are the subject of the Prohibited Transaction and, if the other Stockholder elects, the remaining Shares shown on the books of the Corporation as then being owned by the Stockholder whose Shares are the subject of the Prohibited Transaction, with the following adjustments: The date on which the notice called for in this Section 4.2 has been given shall be deemed the Notice Date for purposes of computing the time periods for exercising options as to the Shares which are the subject of the Prohibited Transaction, regardless of when the Prohibited Transaction took place. If the other Stockholder does not elect to purchase all of the Shares owned by the Stockholder whose Shares are the subject of the Prohibited Transaction, then the Corporation shall redeem all, but not less than all, of the Shares of the Stockholder whose Shares are the subject of the Prohibited Transaction for which no option has been exercised.

Notice and Options. The transferor (or the Managing Member on the transferor’s behalf) shall provide written notice (Original Notice) to the Managing Member and to each other Member of the identity of the proposed transferee and the date and terms (including the price in the case of a third party sale) of the proposed Transfer at least 120 days before the date of the proposed Transfer. The Managing Member then may cause the Company to purchase all, but not less than all, of the Offered Interest on the terms and conditions set forth below, or, within 60 days of the date of the Original Notice, the Managing Member may provide all of the other Members (other than the transferor) written notice of their option to purchase among any one or more of them all, but not less than all, of the Offered Interest on the price and terms described below (and the delivery of such notice to the Members shall terminate the Company’s purchase option under this subparagraph 7.7(a)). The Company or the other Members, as the case may be, may exercise their options to purchase the Offered Interest by giving written notice to the transferor within 90 days of the date of the Original Notice. If the other Members offer to purchase more than the Offered Interest, the Offered Interest shall be purchased by each purchasing Member in the same proportion as that Member’s Value Account balance bears to the aggregate Value Account balances of the Members exercising their options to purchase under this subparagraph, or as they otherwise may agree. Notwithstanding the foregoing, in the event the proposed Transfer of the Offered Interest is the result of a Divorce Event, the transferring Member who was the spouse of the proposed transferee shall have the first option to purchase the Offered Interest. If that spouse elects to purchase less than all of the Offered Interest, the remaining portion of the Offered Interest may be purchased by the Company and by the other Members as described above. The purchase price shall be the lower of (i) the proportionate share of the transferring Member’s Value Account balance attributable to the Offered Interest and (ii) in the case of a third party sale, the price specified in the Original Notice, in either case to be paid within 120 days of the date of the Original Notice.