Common use of Purchase Option Exercise Notice Clause in Contracts

Purchase Option Exercise Notice. The price of any Management Redeemable Units subject to purchase hereunder (the “Purchase Price”) will be determined by agreement of the parties provided that if the parties do not agree on such price within fifteen (15) days after the date of the Purchase Option Exercise Notice, the Purchase Price will be determined by a qualified independent appraiser to be mutually agreed upon by the Company and the Executive; provided that if they are unable to mutually agree on an appraiser within ten (10) days, the Board of Managers (excluding the Executive) will apply to the American Arbitration Association (“AAA”) in Houston, Texas for an appraiser having experience in the energy industry to be appointed. The independent appraiser shall take into consideration, the enterprise value of one hundred percent (100%) of the Company and shall not consider any discounts for lack of control of or lack of marketability with respect to Executive’s Management Redeemable Units. Once the appraiser is selected, each of the Company and the Executive shall submit to the appraiser its respective determination of the Purchase Price. The appraiser shall choose either the Purchase Price submitted by the Company or submitted by the Executive, and the appraiser shall not be permitted to substitute its judgment and choose an alternative outcome. The expenses of such appraiser shall be borne in equal increments by the Company and the Executive. Once the Purchase Price has been determined, the Company, or its nominee or assignee, or the Executive, as applicable, may make its election to purchase by delivering written notice (the “Purchase Notice”) to the other within thirty (30) days of the date that the Purchase Price has been determined. The Purchase Notice shall set forth (i) a date and time of not more than sixty (60) days from the delivery date on which closing of the Purchase Option will occur and (ii) the Purchase Price, which shall be paid in cash at closing. Executive shall not Transfer or attempt to Transfer its Management Redeemable Units while the Purchase Option remains unexercised. Any Transfer or attempted Transfer in violation of this provision shall be null and void, and the Company shall not record such Transfer on its books or treat any such purported transferee of such Purchase Interest as the owner of the Management Redeemable Units for any purpose. The Company may assign its rights under this Section to a party who has the financial ability to pay the full Purchase Price in cash, in which event any subsequent Transfer or attempted Transfer of the Management Redeemable Units shall continue to be subject to this Section. The exercise by the Company of the Repurchase Option and the other rights granted under this Section shall be determined on behalf of the Company by the Board of Managers (excluding the Executive).

Purchase Option Exercise Notice. The price of any Management Redeemable Units subject to purchase hereunder (the “Purchase Price”) will be determined by agreement of the parties provided that if the parties do not agree on such price within fifteen (15) days after the date of the Purchase Option Exercise Notice, the Purchase Price will be determined by a qualified independent appraiser to be mutually agreed upon by the Company and the Executive; provided that if they are unable to mutually agree on an appraiser within ten (10) days, the Board of Managers (excluding the Executive) will apply to the American Arbitration Association (“AAA”) in Houston, Texas for an appraiser having experience in the energy industry to be appointed. The independent appraiser shall take into consideration, the enterprise value of one hundred percent (100%) of the Company and shall not consider any discounts for lack of control of or lack of marketability with respect to Executive’s Management Redeemable Units. Once the appraiser is selected, each of the Company and the Executive shall submit to the appraiser its respective determination of the Purchase Price. The appraiser shall choose either the Purchase Price submitted by the Company or submitted by the Executive, and the appraiser shall not be permitted to substitute its judgment and choose an alternative outcome. The expenses of such appraiser shall be borne in equal increments by the Company and the Executive. Once the Purchase Price has been determined, the Company, or its nominee or assignee, or the Executive, as applicable, may make its election to purchase by delivering written notice (the “Purchase Notice”) to the other within thirty (30) days of the date that the Purchase Price has been determined. The Purchase Notice shall set forth (i) a date and time of not more than sixty (60) days from the delivery date on which closing of the Purchase Option will occur and (ii) the Purchase Price, which shall be paid in cash at closing. Executive shall not Transfer or attempt to Transfer its Management Redeemable Units while the Purchase Option remains unexercised. Any Transfer or attempted Transfer in violation of this provision shall be null and void, and the Company shall not record such Transfer on its books or treat any such purported transferee of such Purchase Interest as the owner of the Management Redeemable Units for any purpose. The Company may assign its rights under this Section to a party who has the financial ability to pay the full Purchase Price in cash, in which event any subsequent Transfer or attempted Transfer of the Management Redeemable Units shall continue to be subject to this Section. The exercise by the Company of the Repurchase Option and the other rights granted under this Section shall be determined on behalf of the Company by the Board of Managers (excluding the Executive)Managers.

Purchase Option Exercise Notice. The price of If the Restricted Party (or, as the case may be, its legal successor, receiver, insolvency judge or any Management Redeemable Units subject other Person with the right to purchase hereunder (the “Purchase Price”) will be determined by agreement act on behalf of the parties provided that if Restricted Party or its estate) disagrees with the parties do not agree on such purchase price within fifteen (15) days after for the date of Relevant Shares as specified in the Purchase Option Exercise Notice, it shall notify its disagreement to each Option Party who exercised the Purchase Option in accordance with this Section 11.2 and the other Parties in accordance with the notice provision set forth in Section 18.5 within no later than 10 calendar days following receipt of the Purchase Option Exercise Notice and specify in such notice the purchase price it determined ("Purchase Price Disagreement Notice"). If no Purchase Price Disagreement Notice is submitted in time, the Purchase Price as stated in the Purchase Option Exercise Notice shall be deemed accepted by the Restricted Party (or, as the case may be, its legal successor, receiver, insolvency judge or any other Person with the right to act on behalf of the Restricted Party or its estate). If a Purchase Price Disagreement Notice is submitted in time, the Restricted Party (or, as the case may be, its legal successor, receiver, insolvency judge or any other Person with the right to act on behalf of the Restricted Party or its estate) and the Option Party who exercised the Purchase Option in accordance with this Section 11.2 shall have 20 calendar days to find a mutual written agreement in respect of the fair market value underlying the Purchase Price determination for the Relevant Shares. If no agreement on the Purchase Price can be reached within 20 calendar days following receipt of the Purchase Price Disagreement Notice, then the Purchase Price shall be the average of the last 12 months transactions price. If there were no transactions in the last 12 months, the Restricted Party can pursue the sale of the Relevant Shares to a third party and within a 6 months period from the date of the Purchase Price Disagreement Notice. If there is an offer from a third party, Section 8.1, pre-emption and right of first refusal shall be applicable. If there is no offer from a third party after 6 months and no price is defined, the Purchase Price will be determined by the last price paid for the sale of the Company’s Shares. In the absence of the signature of a qualified independent appraiser to be mutually agreed upon by the Company and the Executive; provided that if they are unable to mutually agree on an appraiser within ten (10) daysshare purchase agreement, the Board of Managers (excluding the Executive) will apply Restricted Party remains a Shareholder and is bounded by to the American Arbitration Association (“AAA”) in Houston, Texas for an appraiser having experience in the energy industry to be appointed. The independent appraiser shall take into consideration, the enterprise value of one hundred percent (100%) of the Company present Shareholder Agreement and shall not consider any discounts for lack of control of or lack of marketability with respect to Executive’s Management Redeemable Units. Once the appraiser is selected, each of the Company and the Executive shall submit to the appraiser its respective determination of the Purchase Price. The appraiser shall choose either the Purchase Price submitted by the Company or submitted by the Executive, and the appraiser shall not be permitted to substitute its judgment and choose an alternative outcome. The expenses of such appraiser shall be borne in equal increments by the Company and the Executive. Once the Purchase Price has been determined, the Company, or its nominee or assignee, or the Executive, as applicable, may make its election to purchase by delivering written notice (the “Purchase Notice”) to the other within thirty (30) days of the date that the Purchase Price has been determined. The Purchase Notice shall set forth (i) a date and time of not more than sixty (60) days from the delivery date on which closing of the Purchase Option will occur and (ii) the Purchase Price, which shall be paid in cash at closing. Executive shall not Transfer or attempt to Transfer its Management Redeemable Units while the Purchase Option remains unexercised. Any Transfer or attempted Transfer in violation of this provision shall be null and void, and the Company shall not record such Transfer on its books or treat any such purported transferee of such Purchase Interest as the owner of the Management Redeemable Units for any purpose. The Company may assign its rights under this Section to a party who has the financial ability to pay the full Purchase Price in cash, in which event any subsequent Transfer or attempted Transfer of the Management Redeemable Units shall continue to be subject to this Section. The exercise by the Company of the Repurchase Option and the other rights granted under this Section shall be determined on behalf of the Company by the Board of Managers (excluding the Executive)amendments.