Common use of PEGI Buy-up Option Clause in Contracts

PEGI Buy-up Option. (a) On or before December 23, 2022, PEGI (or its Affiliates who are then Members of the Company) has the option to acquire up to *** of additional Membership Interests in the Company (the applicable percentage from time to time being the “Initial Option Percentage”) by purchasing such additional Membership Interests from Lifford (and any of its Affiliates which hold Membership Interests, collectively) (the “PEGI Buy-Up Option”) provided, however; (i) that if PEGI (and its Affiliates, collectively) Transfers Membership Interests to any Person(s) which is not an Affiliate of PEGI, the Initial Option Percentage will be adjusted downward, pro rata, in accordance with the decline in PEGI’s and its Affiliates’ aggregate Membership Interests in the Company; (ii) in the event that Lifford receives additional Membership Interests in the Company, the Initial Option Percentage shall be increased in accordance with the then outstanding Membership Interests of the Company such that following the exercise by PEGI of its option to acquire the Initial Option Percentage pursuant to this Section 9.8, PEGI and any third Person not affiliated with Lifford shall hold *** of the Membership Interests of the Company. Starting on December 23, 2012 and continuing through December 23, 2022, PEGI (or its Affiliates who are then Members of the Company) has the option (the “Additional Buy-Up Option”) to acquire up to the remaining *** of additional Membership Interest in the Company (the applicable percentage from time to time being the “Second Option Percentage”) by purchasing all of the additional Membership Interests owned by Lifford (and any of its Affiliates which hold Membership Interests, collectively); provided, that PEGI (or its Affiliates) has previously or concurrently exercised its option to acquire the entire Initial Option Percentage, it being the intent of the Members that PEGI would own *** of the Membership Interests following PEGI’s purchase of the Second Option Percentage, and payment therefor.

PEGI Buy-up Option. (a) On or before December 23, 2022, PEGI (or its Affiliates who are then Members of the Company) has the option to acquire up to *** thirty and nine-tenths percent (30.9%) of additional Membership Interests in the Company (the applicable percentage from time to time being the “"Initial Option Percentage”") by purchasing such additional Membership Interests from Lifford (and any of its Affiliates which hold Membership Interests, collectively) (the “"PEGI Buy-Up Option”") provided, however; (i) that if PEGI (and its Affiliates, collectively) Transfers Membership Interests to any Person(s) which is not an Affiliate of PEGI, the Initial Option Percentage will be adjusted downward, pro rata, in accordance with the decline in PEGI’s 's and its Affiliates’ ' aggregate Membership Interests in the Company; (ii) in the event that Lifford receives additional Membership Interests in the Company, the Initial Option Percentage shall be increased in accordance with the then outstanding Membership Interests of the Company such that following the exercise by PEGI of its option to acquire the Initial Option Percentage pursuant to this Section 9.8, PEGI and any third Person not affiliated with Lifford shall hold *** forty-nine and nine-tenths percent (49.9%) of the Membership Interests of the Company. Starting on December 23, 2012 and continuing through December 23, 2022, PEGI (or its Affiliates who are then Members of the Company) has the option (the “"Additional Buy-Up Option”") to acquire up to the remaining *** fifty and one-tenth percent (50.1%) of additional Membership Interest in the Company (the applicable percentage from time to time being the “"Second Option Percentage”") by purchasing all of the additional Membership Interests owned by Lifford (and any of its Affiliates which hold Membership Interests, collectively); provided, that PEGI (or its Affiliates) has previously or concurrently exercised its option to acquire the entire Initial Option Percentage, it being the intent of the Members that PEGI would own *** one hundred percent (100%) of the Membership Interests following PEGI’s 's purchase of the Second Option Percentage, and payment therefor.

PEGI Buy-up Option. (a) On or before Starting on December 23, 20222002 and continuing through December 23, 2012, PEGI (or its Affiliates who are then Members of the Company) has the option to acquire up to *** of additional Membership Interests in the Company (the applicable percentage from time to time being the “Initial Option Percentage”"INITIAL OPTION PERCENTAGE") by purchasing such additional Membership Interests from Lifford (and any of its Affiliates which hold Membership Interests, collectively) (the “"PEGI BuyBUY-Up Option”UP OPTION") provided, however; (i) that if PEGI (and its Affiliates, collectively) Transfers Membership Interests to any Person(s) which is not an Affiliate of PEGI, the Initial Option Percentage will be adjusted downward, pro rata, in accordance with the decline in PEGI’s 's and its Affiliates’ ' aggregate Membership Interests in the Company; (ii) in the event that Lifford receives additional Membership Interests in the Company, the Initial Option Percentage shall be increased in accordance with the then outstanding Membership Interests of the Company such that following the exercise by PEGI of its option to acquire the Initial Option Percentage pursuant to this Section 9.8, PEGI and any third Person not affiliated with Lifford shall hold *** of the Membership Interests of the Company. Starting on December 23, 2012 2007 and continuing through December 23, 20222008, PEGI (or its Affiliates who are then Members of the Company) has the option (the “Additional Buy"ADDITIONAL BUY-Up Option”UP OPTION") to acquire up to the remaining *** of additional Membership Interest in the Company (the applicable percentage from time to time being the “Second Option Percentage”"SECOND OPTION PERCENTAGE") by purchasing all of the additional Membership Interests owned by Lifford (and any of its Affiliates which hold Membership Interests, collectively); provided, that PEGI (or its Affiliates) has previously or concurrently exercised its option to acquire the entire Initial Option Percentage, it being the intent of the Members that PEGI would own *** of the Membership Interests following PEGI’s 's purchase of the Second Option Percentage, and payment therefor.

PEGI Buy-up Option. (a) On or before Starting on December 23, 20222002 and continuing through December 23, 2012, PEGI (or its Affiliates who are then Members of the Company) has the option to acquire up to *** of additional Membership Interests in the Company (the applicable percentage from time to time being the “"Initial Option Percentage”") by purchasing such additional Membership Interests from Lifford (and any of its Affiliates which hold Membership Interests, collectively) (the “"PEGI Buy-Up Option”") provided, however; (i) that if PEGI (and its Affiliates, collectively) Transfers Membership Interests to any Person(s) which is not an Affiliate of PEGI, the Initial Option Percentage will be adjusted downward, pro rata, in accordance with the decline in PEGI’s 's and its Affiliates’ ' aggregate Membership Interests in the Company; (ii) in the event that Lifford receives additional Membership Interests in the Company, the Initial Option Percentage shall be increased in accordance with the then outstanding Membership Interests of the Company such that following the exercise by PEGI of its option to acquire the Initial Option Percentage pursuant to this Section 9.8, PEGI and any third Person not affiliated with Lifford shall hold *** of the Membership Interests of the Company. Starting on December 23, 2012 2007 and continuing through December 23, 20222008, PEGI (or its Affiliates who are then Members of the Company) has the option (the “"Additional Buy-Up Option”") to acquire up to the remaining *** of additional Membership Interest in the Company (the applicable percentage from time to time being the “"Second Option Percentage”") by purchasing all of the additional Membership Interests owned by Lifford (and any of its Affiliates which hold Membership Interests, collectively); provided, that PEGI (or its Affiliates) has previously or concurrently exercised its option to acquire the entire Initial Option Percentage, it being the intent of the Members that PEGI would own *** of the Membership Interests following PEGI’s 's purchase of the Second Option Percentage, and payment therefor.