Common use of Purchase of Defaulting Member Interest Clause in Contracts

Purchase of Defaulting Member Interest. Upon the occurrence of an Event of Default described in Sections 10.1 (a) through (i) with respect to any Member (the "Defaulting Member"), the other Member (the "Non-Defaulting Members") shall have the right to acquire the Membership Interest of the Defaulting Member in proportion to the Non-Defaulting Members respective Membership interests for a price equal to eighty percent (80%) of the purchase price determined in accordance with the procedures set forth in Subsection 8.4.3 above, and subject to adjustment as provided in Subsection 8.4.6 above. To exercise such right, the Non-Defaulting Members shall notify the Defaulting Member within thirty (30) days following the occurrence of an applicable Event of Default of their election to acquire the Defaulting member's Membership Interest. In the event that one or two of the Non-Defaulting Members decline to exercise its (or their) right hereunder, the remaining Non-Defaulting Member (or Member's) shall have an additional ten (10) days to notify the Defaulting Member of its (or their) intention to exercise such right with respect to the Defaulting Member's entire Membership Interest.

Appears in 2 contracts

Samples: Operating Agreement (Vertical Computer Systems Inc), Operating Agreement (Vertical Computer Systems Inc)

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Purchase of Defaulting Member Interest. Upon the occurrence of an Event of Default described in Sections 10.1 (a) through (i) with respect to any Member (the "Defaulting Member"), the other Member (the "Non-Defaulting Members") shall have the right to acquire the Membership Interest of the Defaulting Member in proportion to the Non-Defaulting Members respective Membership interests for a price equal to eighty percent (80%) of the purchase price determined in accordance with the procedures set forth in Subsection 8.4.3 8.3.3 above, and subject to adjustment as provided in Subsection 8.4.6 8.3.6 above. To exercise such right, the Non-Defaulting Members shall notify the Defaulting Member within thirty (30) days following the occurrence of an applicable Event of Default of their election to acquire the Defaulting member's Membership Interest. In the event that one or two of the Non-Defaulting Members decline to exercise its (or their) right hereunder, the remaining Non-Defaulting Member (or Member's) shall have an additional ten (10) days to notify the Defaulting Member of its (or their) intention to exercise such right with respect to the Defaulting Member's entire Membership Interest.

Appears in 1 contract

Samples: Operating Agreement (Vertical Computer Systems Inc)

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Purchase of Defaulting Member Interest. Upon the occurrence of an Event of Default described in Sections 10.1 (a) through (i) with respect to any Class A Member (the "Defaulting Member"), the other Member Class A Members (the "Non-Defaulting Members") shall have the right to acquire the Class A Membership Interest of the Defaulting Member in proportion to the Non-Defaulting Members Members’ respective Membership interests for a price equal to eighty one hundred percent (80100%) of the purchase price determined in accordance with the procedures set forth in Subsection 8.4.3 8.3.3 above, and subject to adjustment as provided in Subsection 8.4.6 8.3.6 above. To exercise such right, the Non-Defaulting Members shall notify the Defaulting Member and any other Non-Defaulting Members within thirty (30) days following the occurrence of an applicable Event of Default of their election to acquire the Defaulting member's Member’s Membership Interest. In the event that one or two more of the Non-Defaulting Members decline to exercise its (or their) right hereunder, the remaining Non-Defaulting Member (or Member'sMembers) shall have an additional ten (10) days to notify the Defaulting Member and any other Non-Defaulting Members of its (or their) intention to exercise such right with respect to the remainder of the Defaulting Member's entire ’s Membership Interest.

Appears in 1 contract

Samples: Operating Agreement

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