Common use of Optional Redemption of Class E Preferred Membership Interests Clause in Contracts

Optional Redemption of Class E Preferred Membership Interests. (a) Subject to Section 7.12(a)(ii), on or after December 31, 2011, the Company may redeem all or any portion of the Class E Preferred Membership Interests then outstanding, (i) by delivering irrevocable written notice to the Class E Preferred Holder (a “Class E Preferred Redemption Notice”) not less than thirty calendar days prior to the redemption date fixed by the Company and specified in the Class E Preferred Redemption Notice (such date, the “Class E Preferred Redemption Date”), provided that the Capital Account balance attributable to the Class E Preferred Membership Interests has been booked up to an amount equal to or greater than the sum of the Class E Preferred Reference Amount and the Class E Preferred Accrued Distribution Amount, at a price for each Class E Preferred Membership Interest (the “Class E Preferred Redemption Value”) that is equal to the then current Capital Account balance (determined after the allocations under Article VI have been taken into account) or (ii) in connection with a Company Conversion. Notwithstanding any other provisions in this Section 12.5, if the redemption of any Class E Preferred Membership Interests pursuant to this Section 12.5 is to be consummated in connection with a Company Sale, then the Company may elect, by giving notice thereof in the Class E Preferred Redemption Notice, for such redemption to be contingent on and simultaneous with the consummation of such Company Sale.

Optional Redemption of Class E Preferred Membership Interests. (a) Subject to Section 7.12(a)(ii), on or after December 31, 2011the third anniversary of the Effective Date, the Company may redeem all or any portion of the Class E Preferred Membership Interests then outstanding, (i) by delivering irrevocable written notice to the Class E Preferred Holder (a “Class E Preferred Redemption Notice”) not less than thirty calendar days prior to the redemption date fixed by the Company and specified in the Class E Preferred Redemption Notice (such date, the “Class E Preferred Redemption Date”), provided that the Capital Account balance attributable to the Class E Preferred Membership Interests has been booked up to an amount equal to or greater than the sum of the Class E Preferred Reference Amount and the Class E Preferred Accrued Distribution Amount, at a price for each Class E Preferred Membership Interest (the “Class E Preferred Redemption Value”) that is equal to the then current Capital Account balance (determined after the allocations under Article VI have been taken into account) or (ii) in connection with a Company Conversion. Notwithstanding any other provisions in this Section 12.512.6, if the redemption of any Class E Preferred Membership Interests pursuant to this Section 12.5 12.6 is to be consummated in connection with a Company Sale, then the Company may elect, by giving notice thereof in the Class E Preferred Redemption Notice, for such redemption to be contingent on and simultaneous with the consummation of such Company Sale.