Common use of Purchase Events Clause in Contracts

Purchase Events. In the event that any of the following (each a “Purchase Event”) shall have occurred to or in respect of a Member (the “Seller”), the Class A Members (acting as a single member) other than the Seller shall have the first right (the “Purchase Option”) to purchase the entire LLC Interest of the Seller including all debts and obligations of the Company (including any Residual Capital) owing to the Seller (the “Purchase Interest”). In the event that the Class A Member declines to exercise its Purchase Option, the Class B Members may, pursuant to their pro rata interests, exercise the Purchase Option. A. a Bankruptcy shall occur with respect to Seller; B. Seller shall fail generally to pay its debts as they become due, or suffer any writ of attachment or execution or any similar process to be issued or levied against it or all or substantially all of its property which is not released, stayed, bonded or vacated within sixty (60) days after its issue or levy; C. Seller shall suffer any writ of attachment or execution or any similar process to be issued or levied against the LLC Interest of the Seller which is not released, stayed, bonded or vacated within sixty (60) days after its issue or levy; D. any attempted assignment or hypothecation by the Seller of any of its rights with respect to its LLC Interest or this Agreement except as permitted by Section 14(a); or the assets of its business. E. Seller shall commence to dissolve or wind-up and liquidate

Purchase Events. In the event that any of the following (each a “Purchase Event”) shall have occurred to or in respect of a Member (the “Seller”)Selling Holder, the Class A Members (acting as a single member) other than the Seller Remaining Holders shall have the first right (upon the “Purchase Option”) terms set forth in this Article V to purchase the entire LLC Ownership Interest of the Seller including all debts and obligations Selling Holder (or, in the case of a Purchase Event pursuant to Section 5.1(x) below, such portion of the Company Selling Holder’s Ownership Interest as is assigned, sold, or otherwise transferred as described in Section 5.1(x)): (including i) the Selling Holder shall make an assignment for the benefit of creditors, commence (as the debtor) a case in bankruptcy, or commence (as the debtor) any Residual Capitalproceeding under any other insolvency law; or (ii) owing a case in bankruptcy or any other proceeding under any other insolvency law is commenced against the Selling Holder (as the debtor) and is consented to by the Seller Selling Holder or remains undismissed for sixty (60) days, or the “Purchase Interest”). In Selling Holder consents to or admits the event that the Class A Member declines to exercise its Purchase Optionmaterial allegations against it in any such case or proceeding; or (iii) a trustee, the Class B Members mayreceiver, pursuant to their pro rata interestsagent, exercise the Purchase Option. A. a Bankruptcy shall occur liquidator or sequestrator (however named) is appointed with respect to Seller; B. Seller shall fail generally the Selling Holder (as the debtor) and is consented to pay its debts as they become dueby the Selling Holder or remains undismissed for sixty (60) days, or suffer any writ of attachment the Selling Holder consents to or execution or any similar process to be issued or levied admits the material allegations against it in any such case or proceeding; or (iv) a trustee, receiver, agent, liquidator or sequestrator (however named) is appointed or authorized to take charge of all or substantially all of its the property which of the Selling Holder for the purpose of enforcing a lien against such property or for the purpose of general administration of such property for the benefit of creditors and such appointment or authorization is consented to by the Selling Holder or is not released, stayed, bonded or vacated overturned within sixty ninety (6090) days after its issue or levy;days; or C. Seller (v) the Selling Holder shall suffer any writ of attachment or execution or any similar process to be issued or levied against the LLC Interest interests of the Seller Selling Holder in the Ownership Interest which is not released, stayed, bonded or vacated within sixty ninety (6090) days after its issue or levy;; or D. (vi) the Selling Holder shall fail to perform any of its obligations under this Agreement in a material respect and such failure continues for a period of at least thirty (30) days after written notice thereof from the Company, the Partnership or any Holder; or (vii) any attempted assignment or hypothecation by the Seller Selling Holder of any of its rights with respect to its or interest in the Company, the LLC Interest Agreement, the Partnership, the Limited Partnership Agreement or this Agreement Agreement, except as expressly permitted by Section 14(a)this Agreement; or or (viii) the assets of its business. E. Seller Selling Holder shall commence to dissolve or wind-up and liquidateliquidate the assets of its business otherwise than in connection with a transfer permitted under Section 3.1 or 3.2; or (ix) the Selling Holder shall become deceased or be declared legally incompetent to administer his affairs and either an executor, administrator or guardian of such Selling Holder’s estate has not been appointed within ninety (90) days of such event or such Selling Holder’s interest is not transferred pursuant to a Familial Transfer within one (1) year of such event; or (x) as a result of a divorce, separation or other domestic relations or family law proceeding an order is entered purporting to assign, transfer or divide ownership of, or to require the Selling Holder to assign, sell or otherwise transfer, all or any interest in Selling Holder’s Ownership Interest, and either such order is not overturned within ninety (90) days or Selling Holder has not otherwise obtained sole ownership of the Ownership Interest within such period; or (xi) the Selling Holder or any Affiliate thereof, by entry of a final judgment, order or decree of a court or governmental agency having proper jurisdiction, shall be declared guilty of a felony involving moral turpitude, fraud or wrongdoing in connection with any business activity. (xii) any Person to whom a pledge or security interest has been granted pursuant to Section 3.3 hereof gives notice of any proposed foreclosure, sale, taking or other disposition of any Ownership Interest of the Selling Holder or otherwise initiates, or attempts to initiate, any exercise of rights of foreclosure, sale, taking or other disposition with respect to any Ownership Interest of the Selling Holder.

Purchase Events. In the event that any of the following (each a “Purchase Event”) shall have occurred to or in respect of a Member (the “Seller”)Selling Holder, the Class A Members (acting as a single member) other than the Seller Remaining Holders shall have the first right (upon the “Purchase Option”) terms set forth in this Article IV to purchase the entire LLC Interest all of the Seller including all debts and obligations Units of the Company Selling Holder (including any Residual Capital) owing to or, in the Seller (the “case of a Purchase Interest”). In the event that the Class A Member declines to exercise its Purchase Option, the Class B Members may, Event pursuant to their pro rata interestsSection 4.1(x) below, exercise such portion of the Purchase Option.Selling Holder’s Units as is assigned, sold, or otherwise transferred as described in Section 4.1(x)): A. (i) the Selling Holder shall make an assignment for the benefit of creditors, commence (as the debtor) a Bankruptcy shall occur case in bankruptcy, or commence (as the debtor) any proceeding under any other insolvency law; or (ii) a case in bankruptcy or any other proceeding under any other insolvency law is commenced against the Selling Holder (as the debtor) and is consented to by the Selling Holder or remains undismissed for sixty (60) days, or the Selling Holder consents to or admits the material allegations against it in any such case or proceeding; or (iii) a trustee, receiver, agent, liquidator or sequestrator (however named) is appointed with respect to Seller; B. Seller shall fail generally the Selling Holder (as the debtor) and is consented to pay its debts as they become dueby the Selling Holder or remains undismissed for sixty (60) days, or suffer any writ of attachment the Selling Holder consents to or execution or any similar process to be issued or levied admits the material allegations against it in any such case or proceeding; or (iv) a trustee, receiver, agent, liquidator or sequestrator (however named) is appointed or authorized to take charge of all or substantially all of its the property which of the Selling Holder for the purpose of enforcing a lien against such property or for the purpose of general administration of such property for the benefit of creditors and such appointment or authorization is consented to by the Selling Holder or is not released, stayed, bonded or vacated overturned within sixty ninety (6090) days after its issue or levy;days; or C. Seller (v) the Selling Holder shall suffer any writ of attachment or execution or any similar process to be issued or levied against the LLC Interest interests of the Seller Selling Holder in its Units which is not released, stayed, bonded or vacated within sixty ninety (6090) days after its issue or levy;; or D. (vi) the Selling Holder shall fail to perform any of its obligations under this Agreement or the Operating Agreement in a material respect and such failure continues for a period of at least thirty (30) days after written notice thereof from the Company or any Holder; or (vii) any attempted assignment or hypothecation by the Seller Selling Holder of any of its rights with respect to its LLC Interest or interest in the Company, the Operating Agreement or this Agreement Agreement, except as expressly permitted by Section 14(a)this Agreement; or or (viii) the assets of its business. E. Seller Selling Holder shall commence to dissolve or wind-up and liquidateliquidate the assets of its business otherwise than in connection with a transfer permitted under Section 3.1 or 3.2; or (ix) the Selling Holder shall become deceased or be declared legally incompetent to administer his affairs and either an executor, administrator or guardian of such Selling Holder’s estate has not been appointed within ninety (90) days of such event or such Selling Holder’s interest is not transferred pursuant to a Familial Transfer within eighteen (18) months of such event; or (x) as a result of a divorce, separation or other domestic relations or family law proceeding an order is entered purporting to assign, transfer or divide ownership of, or to require the Selling Holder to assign, sell or otherwise transfer, all or any interest in Selling Holder’s Units, and either such order is not overturned within one hundred twenty (120) days or Selling Holder has not otherwise obtained sole ownership of the Units within such period; or (xi) the Selling Holder or any Affiliate thereof, by entry of a final non-appealable judgment, order or decree of a court or governmental agency having proper jurisdiction, shall be declared guilty of a felony involving moral turpitude, fraud or wrongdoing in connection with any business activity.

Purchase Events. In the event that any of the following (each a “"Purchase Event”") shall have occurred to or in respect of a Member (the “Seller”)Selling Holder, the Class A Members (acting as a single member) other than the Seller Remaining Holders shall have the first right (upon the “Purchase Option”) terms set forth in this Article V to purchase the entire LLC Ownership Interest of the Seller including all debts and obligations Selling Holder (or, in the case of a Purchase Event pursuant to Section 5.1(x) below, such portion of the Company Selling Holder's Ownership Interest as is assigned, sold, or otherwise transferred as described in Section 5.1(x)): (including i) the Selling Holder shall make an assignment for the benefit of creditors, commence (as the debtor) a case in bankruptcy, or commence (as the debtor) any Residual Capitalproceeding under any other insolvency law; or (ii) owing a case in bankruptcy or any other proceeding under any other insolvency law is commenced against the Selling Holder (as the debtor) and is consented to by the Seller Selling Holder or remains undismissed for sixty (60) days, or the “Purchase Interest”). In Selling Holder consents to or admits the event that the Class A Member declines to exercise its Purchase Optionmaterial allegations against it in any such case or proceeding; or (iii) a trustee, the Class B Members mayreceiver, pursuant to their pro rata interestsagent, exercise the Purchase Option. A. a Bankruptcy shall occur liquidator or sequestrator (however named) is appointed with respect to Seller; B. Seller shall fail generally the Selling Holder (as the debtor) and is consented to pay its debts as they become dueby the Selling Holder or remains undismissed for sixty (60) days, or suffer any writ of attachment the Selling Holder consents to or execution or any similar process to be issued or levied admits the material allegations against it in any such case or proceeding; or (iv) a trustee, receiver, agent, liquidator or sequestrator (however named) is appointed or authorized to take charge of all or substantially all of its the property which of the Selling Holder for the purpose of enforcing a lien against such property or for the purpose of general administration of such property for the benefit of creditors and such appointment or authorization is consented to by the Selling Holder or is not released, stayed, bonded or vacated overturned within sixty ninety (6090) days after its issue or levy;days; or C. Seller (v) the Selling Holder shall suffer any writ of attachment or execution or any similar process to be issued or levied against the LLC Interest interests of the Seller Selling Holder in the Ownership Interest which is not released, stayed, bonded or vacated within sixty ninety (6090) days after its issue or levy;; or D. (vi) the Selling Holder shall fail to perform any of its obligations under this Agreement in a material respect and such failure continues for a period of at least thirty (30) days after written notice thereof from the Company, the Partnership or any Holder; or (vii) any attempted assignment or hypothecation by the Seller Selling Holder of any of its rights with respect to its or interest in the Company, the LLC Interest Agreement, the Partnership, the Limited Partnership Agreement or this Agreement Agreement, except as expressly permitted by Section 14(a)this Agreement; or or (viii) the assets of its business. E. Seller Selling Holder shall commence to dissolve or wind-up and liquidateliquidate the assets of its business otherwise than in connection with a transfer permitted under Section 3.1 or 3.2; or (ix) the Selling Holder shall become deceased or be declared legally incompetent to administer his affairs and either an executor, administrator or guardian of such Selling Holder's estate has not been appointed within ninety (90) days of such event or such Selling Holder's interest is not transferred pursuant to a Familial Transfer within one (1) year of such event; or (x) as a result of a divorce, separation or other domestic relations or family law proceeding an order is entered purporting to assign, transfer or divide ownership of, or to require the Selling Holder to assign, sell or otherwise transfer, all or any interest in Selling Holder's Ownership Interest, and either such order is not overturned within ninety (90) days or Selling Holder has not otherwise obtained sole ownership of the Ownership Interest within such period; or (xi) the Selling Holder or any Affiliate thereof, by entry of a final judgment, order or decree of a court or governmental agency having proper jurisdiction, shall be declared guilty of a felony involving moral turpitude, fraud or wrongdoing in connection with any business activity. (xii) any Person to whom a pledge or security interest has been granted pursuant to Section 3.3 hereof gives notice of any proposed foreclosure, sale, taking or other disposition of any Ownership Interest of the Selling Holder or otherwise initiates, or attempts to initiate, any exercise of rights of foreclosure, sale, taking or other disposition with respect to any Ownership Interest of the Selling Holder.