Put Right Upon Termination Event Clause Samples

Put Right Upon Termination Event. (a) If a Class B Member (for purposes of this Section 12.2, a “Terminating Holder”) suffers a Termination Event, then, at the election and option of such Terminating Holder (or the estate or legal representative of such Terminating Holder, as applicable), the Company shall purchase (a “Termination Put Purchase”) all, but not less than all, of such Terminating Holder’s Class B Units at the Valuation Price and on the Termination Put Terms. The Terminating Holder shall have the right to effect a Termination Put Purchase for a 12-month period following the date of the relevant Termination Event (the “Termination Put Date”). To exercise this right, the Terminating Holder must provide a written notice to that effect to the Company (a “Termination Put Notice”). (b) If the Terminating Holder has elected to effect a Termination Put Purchase, the company shall purchase the Terminating Holder’s Class B Units that are subject to the Termination Put Purchase (the “Termination Put Units”) in the following manner (the “Termination Put Terms”): (i) The Valuation Price shall be paid to a Terminating Holder in cash by wire transfer of immediately available funds within 10 days of the final determination of the Valuation Price; (ii) The Terminating Holder shall, as a condition to receiving the Valuation Price, deliver such instruments to the Company, in form and substance satisfactory to the Board, as the Board determines to be necessary or desirable to effect the purchase of the Termination Put Units; and (iii) The Company shall pay all of the costs reasonably incurred by the Terminating Holder in connection with a Termination Put Purchase, other than any fees and expenses expressly allocable to the Terminating Holder as a “Transferor” in connection with determining the Valuation Price.