Common use of Put Right; Call Right Clause in Contracts

Put Right; Call Right. If an event of Default has occurred and shall be continuing, the non-defaulting Member shall have the right, exercisable within the time periods specified below, to purchase all, but not less than all, of the Defaulting Member’s Membership Interest at 80% of the Transfer Value of such Membership Interest, or (except in the case of an event of Default due to Bankruptcy) to require the defaulting Member to purchase all, but not less than all of the non-defaulting Member’s Membership Interest at 120% of the Transfer Value of such Membership Interest, in accordance with the following: (a) A non-defaulting Member may exercise its call right immediately and for a period of 120 days, in case of an event of Default due to the Bankruptcy, dissolution or liquidation of a Member (subject to any necessary extension related to the bankruptcy stay, if applicable); and a non-defaulting Member may exercise its put or call right (i) within sixty (60) days following the date of receipt by the defaulting Member of notice from the Company or a non-defaulting Member that any other event of Default has occurred; if at the time of such exercise a Default is continuing; or, (ii) if the existence of an event of Default has been submitted to arbitration in accordance with Section 14.2, within thirty (30) days after an arbitration panel has determined that an event of Default occurred. (b) Any Member invoking its put or call right under this Section 13.2 shall so notify the other Member in writing within the applicable time period as set forth in Section13.2(a) and shall have the right at any time to require a determination of Company Value. Within thirty (30) days of the date on which the Transfer Value of the relevant Membership Interests are determined, each Membership Interest to be transferred shall be transferred on the terms set forth herein, by payment of the purchase price for such Membership Interest by wire transfer of immediately available funds against delivery by the selling Member of all documents necessary to fully transfer such Membership Interest, free and clear of all Liens to the purchasing Member. (c) The Members acknowledge the uncertainty surrounding the calculation of damages in respect of this LLC Agreement and agree that the difference between any purchase price paid and the Transfer Value under this Section 13.2 represents a reasonable measure of damages (i.e., liquidated damages) and not a penalty and shall not be in violation of any provisions contained in Article XIV.

Put Right; Call Right. If an event of Default has occurred and shall be continuing, the non-defaulting Member shall have the right, exercisable within the time periods specified below, to purchase all, but not less than all, of the Defaulting Member’s Membership Interest at 80% [***] of the Transfer Value of such Membership Interest, or (except in the case of an event of Default due to Bankruptcy) to require the defaulting Member to purchase all, but not less than all of the non-defaulting Member’s Membership Interest at 120% [***] of the Transfer Value of such Membership Interest, in accordance with the following: (a) A non-defaulting Member may exercise its call right immediately and for a period of 120 days, in case of an event of Default due to the Bankruptcy, dissolution or liquidation of a Member (subject to any necessary extension related to the bankruptcy stay, if applicable); and a non-defaulting Member may exercise its put or call right (i) within sixty (60) [***] days following the date of receipt by the defaulting Member of notice from the Company or a non-defaulting Member that any other event of Default has occurred; if at the time of such exercise a Default is continuing; or, (ii) if the existence of an event of Default has been submitted to arbitration in accordance with Section 14.2, within thirty (30) [***] days after an arbitration panel has determined that an event of Default occurred. (b) Any Member invoking its put or call right under this Section 13.2 shall so notify the other Member in writing within the applicable time period as set forth in Section13.2(a) and shall have the right at any time to require a determination of Company Value. Within thirty (30) [***] days of the date on which the Transfer Value of the relevant Membership Interests are determined, each Membership Interest to be transferred shall be transferred on the terms set forth herein, by payment of the purchase price for such Membership Interest by wire transfer of immediately available funds against delivery by the selling Member of all documents necessary to fully transfer such Membership Interest, free and clear of all Liens to the purchasing Member. (c) The Members acknowledge the uncertainty surrounding the calculation of damages in respect of this LLC Agreement and agree that the difference between any purchase price paid and the Transfer Value under this Section 13.2 represents a reasonable measure of damages (i.e., liquidated damages) and not a penalty and shall not be in violation of any provisions contained in Article XIV.