Common use of Notice of Election to Purchase Clause in Contracts

Notice of Election to Purchase. If any Eligible Stockholder fails to elect to purchase on a timely basis, or elects in writing not to purchase, all of such Proportionate Percentage of the remaining Offered Shares pursuant to SECTION 3.3, then, within three (3) business days after the earlier to occur of (a) the expiration of the Eligible Stockholder Acceptance Period or (b) receipt by the Company of either written notices of election or non- election from each Eligible Stockholder, the Company shall given written notice to those Eligible Stockholders, if any, that have accepted such offer with respect to all of their Proportionate Percentages of such remaining Offered Shares, setting forth the number of Offered Shares remaining available for purchase pursuant to the Notice of Intention to Sell, and each such Eligible Stockholder will then have the right and option to, within five (5) business days after receiving notice from the Company, elect to purchase (i) all of such Offered Shares so remaining available (if there is only one electing Eligible Stockholder) or (ii) up to its Proportionate Percentage of such Offered Shares so remaining available (if there is more than one electing Eligible Stockholder) (PROVIDED, HOWEVER, that in determining each such electing Eligible Stockholder's Proportionate Percentage for this provision, the denominator of the Proportionate Percentage ratio described in the definition of Proportionate Percentage includes ONLY Shares held by Eligible Stockholders electing to purchase their full Proportionate Percentage of the Offered Shares under SECTION 3.3), or (iii) such Offered Shares so remaining available in such other proportions as such Eligible Stockholders may mutually agree, at the purchase price and on the terms stated in the Notice of Intention to Sell. The Company promptly shall notify the Selling Stockholder in writing of each notice of election received from Eligible Stockholders.

Notice of Election to Purchase. If any Eligible Stockholder Quotaholder fails to elect to purchase on a timely basis, or elects in writing not to purchase, all of such Proportionate Percentage Quotaholder's Pro Rata Share of the remaining Offered Shares Quotas pursuant to SECTION 3.3Section 2.3(c), then, within three (3) business days after the earlier to occur of (aA) the expiration of the Eligible Stockholder Quotaholder Acceptance Period or and (bB) receipt by the Company of either written notices of election or non- non-election from each Eligible StockholderQuotaholder, the Company shall given give written notice to those Eligible StockholdersQuotaholders, if any, that have accepted such offer with respect to all of their Proportionate Percentages Pro Rata Share of such remaining Offered SharesQuotas, setting forth the number of Offered Shares remaining Quotas available for purchase pursuant to the Notice of Intention to Sell, and each such Eligible Stockholder Quotaholder will then have the right and option to, within five (5) business days after receiving notice from the Company, elect to purchase (i) all of such Offered Shares Quotas so remaining available (if there is only one electing Eligible StockholderQuotaholder) or (ii) up to its Proportionate Percentage Pro Rata Share of such Offered Shares Quotas so remaining available (if there is more than one electing Eligible StockholderQuotaholder) (PROVIDEDprovided, HOWEVERhowever, that in determining each such electing Eligible StockholderQuotaholder's Proportionate Percentage Pro Rata Share for this provision, the denominator of the Proportionate Percentage Pro Rata Share ratio described in the definition of Proportionate Percentage Pro Rata Share includes ONLY Shares only Quotas held by Eligible Stockholders Quotaholders electing to purchase their full Proportionate Percentage Pro Rata Share of the Offered Shares Quotas under SECTION 3.3Section 2.3(c), ) or (iii) such Offered Shares Quotas so remaining available in such other proportions as such Eligible Stockholders Quotaholders may mutually agree, at the purchase price and on the terms stated in the Notice of Intention to Sell. The Company promptly shall notify the Selling Stockholder Quotaholder in writing of each notice of election received from Eligible StockholdersQuotaholders.

Notice of Election to Purchase. If (a) At any Eligible Stockholder fails time after the removal of the Administrator as a result of a Material Administrator Default or an Administrator Default, the Manager may deliver to elect the PAV Member a notice stating that it will exercise its right to purchase on the Interest of the PAV Member (such notice, a timely basis“Default Purchase Notice”), in which case the provisions of this Section 9.3 will apply. (b) If a Default Purchase Notice is delivered, the Majority Member (or elects in writing not its designee) will have the right to purchase, all of such Proportionate Percentage and the PAV Member shall be required to sell, the Interest of the remaining Offered Shares pursuant PAV Member (the “Specified Interest”) on the following terms. (i) The purchase price for the Specified Interest shall be an amount equal to SECTION 3.3the aggregate amount the PAV Member would have been entitled to receive if the Company sold the Company Assets for the Appraised Value, then, within three paid all the Company’s liabilities (3) business days after the earlier to occur of (a) the expiration of the Eligible Stockholder Acceptance Period or (b) receipt and liabilities secured by the Company Assets (but not including the amount of either written notices any non-recourse liability to the extent it exceeds the fair market value of election the asset securing such non-recourse liability)) and distributed the resulting net proceeds received in accordance with this Agreement, less any amounts owed by the PAV Member to the Company, any Subsidiary or non- election from each Eligible Stockholderthe Majority Member. (ii) If the Manager elects to consummate the purchase, the Company purchase price for the Specified Interest will be paid to the PAV Member on the closing of the purchase. Simultaneously with the receipt of the purchase price, the PAV Member shall given execute and deliver, and the PAV Member hereby irrevocably constitutes and appoints the Manager as the PAV Member’s true and lawful attorney-in-fact to execute and to deliver for and on the PAV Member’s behalf all documents that may be necessary, in the opinion of counsel for the Manager, to Transfer the PAV Member’s entire Interest to the Manager or any Person or Persons the Manager designates; provided, however, the Manager shall provide at least fifteen (15) days advance written notice to those Eligible Stockholdersthe PAV Member of its intention to exercise such appointment together with a description of the documents to be so executed. Closing costs and all other charges (except for payment of transfer and gains taxes, if anywhich shall be payable by the PAV Member) involved in closing the sale will be divided pro rata (in accordance with their relative Percentage Interests) between the PAV Member on the one hand, that have accepted such offer with respect to all and the purchasers on the other hand. (c) In any sale of their Proportionate Percentages of such remaining Offered Shares, setting forth the number of Offered Shares remaining available for purchase Specified Interest pursuant to the Notice of Intention to Sell, and each such Eligible Stockholder will then have the right and option to, within five (5) business days after receiving notice from the Company, elect to purchase this Section 9.3: (i) The PAV Member shall convey the Specified Interest free and clear of all liens upon payment of such Offered Shares so remaining available the purchase price. If the PAV Member has created or suffered any liens, encumbrances or other adverse interest upon the Specified Interest, the Manager may either (if there is only one electing Eligible StockholderA) bring an action for specific performance to compel the PAV Member to have the liens removed, in which case the closing will be adjourned for that purpose, or (B) deduct an appropriate offset against the purchase price. (ii) up to Each Person will bear its Proportionate Percentage of such Offered Shares so remaining available (if there is more than one electing Eligible Stockholder) (PROVIDEDown legal fees and expenses for the purchase, HOWEVER, except that the PAV Member shall pay for reasonable attorneys’ fees and costs incurred by the Manager in determining each such electing Eligible Stockholder's Proportionate Percentage for this provision, removing liens on the denominator of the Proportionate Percentage ratio described in the definition of Proportionate Percentage includes ONLY Shares held by Eligible Stockholders electing to purchase their full Proportionate Percentage of the Offered Shares under SECTION 3.3), or Specified Interest. (iii) such Offered Shares so remaining available The transfer of the Specified Interest will be evidenced by written instruments and documents in such other proportions as such Eligible Stockholders may mutually agree, at a form reasonably requested by the purchase price and on the terms stated in the Notice purchaser of Intention to Sell. The Company promptly shall notify the Selling Stockholder in writing of each notice of election received from Eligible Stockholdersthat Specified Interest.

Notice of Election to Purchase. If (a) At any Eligible Stockholder fails time from and after a Promote Cessation Event, the Majority Member may deliver to elect Attollo a written notice (in accordance with Section 11.7) stating that it will exercise its right to purchase on the Interest of Attollo (such notice, a timely basis“Default Purchase Notice”), in which case the provisions of this Section 9.4 will apply. (b) If a Default Purchase Notice is delivered, the Majority Member (or elects in writing not its designee) will have the right to purchase, all and Attollo shall be required to sell, the Interest of such Proportionate Percentage Attollo (the “Specified Interest”) on the following terms. (i) The purchase price for the Specified Interest shall be equal to Axxxxxx’s Hypothetical Distributions as of the remaining Offered Shares pursuant to SECTION 3.3, then, within three (3) business days after the earlier to occur of (a) the expiration date of the Eligible Stockholder Acceptance Period Default Purchase Notice, less any amounts then owed by Attollo or (b) receipt by the Company of either written notices of election or non- election from each Eligible Stockholder, the Company shall given written notice its Affiliates to those Eligible Stockholders, if any, that have accepted such offer with respect to all of their Proportionate Percentages of such remaining Offered Shares, setting forth the number of Offered Shares remaining available for purchase pursuant to the Notice of Intention to Sell, and each such Eligible Stockholder will then have the right and option to, within five (5) business days after receiving notice from the Company, elect any Subsidiary or any other Member. (ii) If the Majority Member elects to consummate the purchase, the purchase price for the Specified Interest will be paid to Attollo on the closing of the purchase. Simultaneously with the receipt of the purchase price, Attollo shall execute and deliver, and Attollo hereby irrevocably constitutes and appoints the Majority Member as Axxxxxx’s true and lawful attorney-in-fact to execute and to deliver for and on Axxxxxx’s behalf all documents that may be necessary, in the opinion of counsel for the Manager, to Transfer Attollo’s entire Interest to the Majority Member or any Person or Persons the Majority Member designates; provided, however, that the Majority Member shall provide Attollo with ten (10) days written notice (which notice shall include such documents proposed to be executed) prior to the execution or delivery of any such documents on Axxxxxx’s behalf. Closing costs and all other charges (except for payment of transfer and gains taxes, which shall be payable by Attollo) involved in closing the sale will be divided pro rata (in accordance with their relative Percentage Interests) between Attollo on the one hand, and the purchaser(s) on the other hand. (c) In any sale of the Specified Interest pursuant to this Section 9.4: (i) Attollo shall convey the Specified Interest free and clear of all liens upon payment of such Offered Shares so remaining available the purchase price. If Attollo has created or suffered any liens, encumbrances or other adverse interest upon the Specified Interest, the Majority Member may either (if there is only one electing Eligible StockholderA) bring an action for specific performance to compel Attollo to have the liens removed, in which case the closing will be adjourned for that purpose, or (B) deduct an appropriate offset against the purchase price. (ii) up to Each Person will bear its Proportionate Percentage of such Offered Shares so remaining available (if there is more than one electing Eligible Stockholder) (PROVIDEDown legal fees and expenses for the purchase, HOWEVER, except that Attollo shall pay for reasonable attorneys’ fees and costs incurred by the Majority Member in determining each such electing Eligible Stockholder's Proportionate Percentage for this provision, removing liens on the denominator of the Proportionate Percentage ratio described in the definition of Proportionate Percentage includes ONLY Shares held by Eligible Stockholders electing to purchase their full Proportionate Percentage of the Offered Shares under SECTION 3.3), or Specified Interest. (iii) such Offered Shares so remaining available The transfer of the Specified Interest will be evidenced by written instruments and documents in such other proportions as such Eligible Stockholders may mutually agree, at a form reasonably requested by the purchase price and on the terms stated in the Notice purchaser of Intention to Sell. The Company promptly shall notify the Selling Stockholder in writing of each notice of election received from Eligible Stockholdersthat Specified Interest.