Common use of Proposed Transfer for Consideration Clause in Contracts

Proposed Transfer for Consideration. If the Optional Purchase Event is the delivery of a Transfer Notice or an Indirect Transfer and the Transfer or Indirect Transfer is for cash, indebtedness, property or other consideration, then the Company's and the 10% Stockholders' successive options shall be to purchase the Offered Stock for the fair market value of the consideration proposed to be received in the Transfer or Indirect Transfer or payable at the closing described below, and pursuant to all of the other terms and conditions of the proposed Transfer or Indirect Transfer. The Stockholder desiring to Transfer the Offered Stock (or the Stockholder with respect to which an Indirect Transfer has occurred) and the Company (acting on behalf of all Persons who exercise their option to purchase hereunder) shall attempt to agree, in writing, on the fair market value of any noncash consideration to be received in the proposed Transfer. If the Stockholder and the Company are unable to agree on the fair market value of the noncash consideration within thirty (30) days following the exercise of the options to purchase granted in this Section, either the Stockholder or the Company may by notice to the other commence the Appraisal Process.

Appears in 2 contracts

Samples: Stockholders Agreement (Digital Television Services of Kansas LLC), Stockholders Agreement (Digital Television Services of Indiana LLC)

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Proposed Transfer for Consideration. If the Optional Purchase Event is the delivery of a Transfer Notice or an Indirect Transfer and the Transfer or Indirect Transfer is for cash, indebtedness, property or other consideration, then the CompanyLLC's and the 10% StockholdersUnit Members' successive options shall be to purchase the Offered Stock Interest for the fair market value of the consideration proposed to be received in the Transfer or Indirect Transfer or payable at the closing described below, and pursuant to all of the other terms and conditions of the proposed Transfer or Indirect Transfer. The Stockholder Member desiring to Transfer the Offered Stock its Interest (or the Stockholder Member with respect to which an Indirect Transfer has occurred) and the Company Manager (acting on behalf of all Persons who exercise their option to purchase hereunder) shall attempt to agree, in writing, on the fair market value of any noncash consideration to be received in the proposed Transfer. If the Stockholder Member and the Company Manager are unable to agree on the fair market value of the noncash consideration within thirty (30) days following the exercise of the options to purchase granted in this Section, either the Stockholder Member or the Company Manager may by notice to the other commence the Appraisal ProcessProcess described in the Appraisal Exhibit.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Digital Television Services of Kansas LLC)

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Proposed Transfer for Consideration. If the Optional Purchase Event is the delivery of a Transfer Notice or an Indirect Transfer and the Transfer or Indirect Transfer is for cash, indebtedness, property or other consideration, then the Company's and the 10% Stockholders' successive options shall be to purchase the Offered Stock for the fair market value of the consideration proposed to be received in the Transfer or Indirect Transfer or payable at the closing described below, and pursuant to all of the other terms and conditions of the proposed Transfer or Indirect Transfer. The Stockholder desiring to Transfer the Offered Stock (or the Stockholder with respect to which an Indirect Transfer has occurred) and the Company (acting on behalf of all Persons who exercise their option to purchase hereunder) shall attempt to agree, in writing, on the fair market value of any noncash consideration to be received in the proposed Transfertransfer. If the Stockholder and the Company are 131 unable to agree on the fair market value of the noncash consideration within thirty (30) days following the exercise of the options to purchase granted in this Section, either the Stockholder or the Company may by notice to the other commence the Appraisal Process.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Digital Television Services of Kansas LLC)

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