Common use of PUTS Clause in Contracts

PUTS. (a) Each Non-Manager Member may, subject to the terms and conditions set forth in this Section 7.1, cause AMG to purchase portions of the LLC Interests held by such Non-Manager Member in the LLC (each a "Put"). (b) Each Original Principal may, subject to the terms and conditions set forth in this Agreement, cause AMG to purchase from such Original Principal on the last business day in February (or, if later in any year starting in the year 2003, the month end after which the Manager Member has had the information necessary to determine the Put Price for a period of not less than fifteen (15) days) starting with such date in the year 2003 (each a "Purchase Date"), all or a portion of the LLC Interests held by such Original Principal as of the Effective Date. It is a condition precedent to the exercise by any Original Principal of a Put that such Original Principal, the LLC, the Offshore Related Partnerships and the Offshore Funds shall have complied with the provisions of Section 5.7 hereof. (c) Each Non-Manager Member who is not entitled to any rights under Section 7.1(b) may, subject to the terms and conditions set forth in this Agreement, cause AMG to purchase from such Non-Manager Member any number of LLC Points that is less than or equal to ten percent (10%) of the LLC Points issued or Transferred to such Non-Manager Member at any time (including, without limitation, pursuant to the Incentive Program or upon the exercise of any options granted under the Incentive Program) as of any five (5) separate Purchase Dates (but only up to an aggregate of a number of LLC Points as is equal to fifty percent (50%) of the LLC Points issued or Transferred to such Non-Manager Member), starting on the first Purchase Date which is at least five (5) years following the date of a particular issuance or Transfer (with LLC Interests acquired upon exercise of an option being deemed to have been acquired on the date 52 57 of grant of such option and with Clarx'x xxxerests that are reallocated to the Original Principals being deemed to have been acquired by them on the Effective Date). (d) If a Non-Manager Member desires to exercise his rights under Section 7.1(b) or 7.1(c) above, he shall give AMG, each other Non-Manager Member and the LLC irrevocable written notice (a "Put Notice") on or prior to the preceding December 31 (the "Notice Deadline"), stating that he is electing to exercise such rights and the number of LLC Points (the "Put LLC Points") to be sold in the Put. Puts in any given calendar year for which Put Notices are received before the Notice Deadline for that calendar year shall be completed as follows: AMG shall purchase from each Non-Manager Member that number of Put LLC Points designated in the Put Notice; provided, however, that, prior to the tenth (10th) anniversary of the Effective Date, in no event shall the aggregate number of LLC Points AMG is required to purchase on any Purchase Date under Section 7.1(b) and Section 7.1(c), together with all LLC Points purchased by the Manager Member pursuant to Puts under Section 7.1(b) and Section 7.1(c) within twelve (12) months prior to such Purchase Date, exceed two and one-half (2.5) LLC Points; and, provided further, that in the case of a Put under Section 7.1(c) above, in no event shall AMG be required to purchase LLC Points in excess of either (A) the maximum number permitted by Section 7.1(c) above with respect to that Non-Manager Member, that portion of his LLC Points and that year, or (B) the aggregate number of LLC Points that may be Put by that Non-Manager Member with respect to that portion of the LLC Points issued or transferred to him. If the number of LLC Points for which Put Notices are received under Section 7.1(b) and Section 7.1(c) before the Notice Deadline for any such twelve (12) month period prior to the tenth (10th) anniversary of the Effective Date exceeds two and one-half (2.5) LLC Points, then AMG shall purchase an aggregate of two and one-half (2.5) LLC Points from among all Non-Manager Members who have provided timely Put Notices in such proportion as shall result in each such Non-Manager Member (together with his Transferees) having sold under Section 7.1(b) and Section 7.1(c) an aggregate percentage of the highest number of LLC Points held by such Member and his Transferees at any time after the Effective Date that is as nearly the same as practicable. (e) The purchase price for a Put (the "Put Price") shall be an amount (which is intended to be a proxy for fair market value) equal to (A) eight and one-half (8.5) multiplied by the amount, if any, equal to (i) the Run-Rate Free Cash Flow of the LLC as of the end of the calendar quarter ending prior to the applicable Purchase Date (i.e., the calendar quarter ending on December 31) (the "Put/Call Measurement Date"), minus (ii) the Operating Shortfall as of such Put/Call Measurement Date, minus (iii) the excess, if any, of the Manager Member Excess Loss Allocations as of such Put/Call Measurement Date over the allocations under Section 4.2(b)(ii) to the Manager Member that were made during the twelve (12) months ending on the last day of the calendar quarter in which such Put/Call Measurement Date occurs, multiplied by (B) a fraction, the numerator of which is the number of outstanding LLC Points to be purchased from such Non-Manager Member on the Purchase Date and the denominator of which is the total number of LLC Points outstanding on the Purchase Date before giving effect to any Puts or Calls or any issuances or redemptions of LLC Points on such Purchase Date, but including as outstanding LLC Points all Reserved Points. (f) In the case of any Put pursuant to the provisions of Section 7.1(b) or Section 7.1(c) hereof, the Put Price shall be paid by AMG (or, if AMG shall have assigned its obligation

PUTS. (a) Each Non-Manager Member Initial Limited Partner (a "Selling Partner") may, subject to the terms and conditions set forth in this Section 7.13.9, cause AMG the General Partner to purchase portions of the LLC vested Partnership Interests held by such Non-Manager Member in the LLC Limited Partner (each each, a "Put"). (b) Each Original Principal may, subject to the terms and conditions set forth in this Agreement, cause AMG to purchase from such Original Principal on the last business day in February (or, if later in any year starting in the year 2003, the month end after which the Manager Member has had the information necessary to determine the Put Price for a period of not less than fifteen (15) days) starting with such date in the year 2003 (each a "Purchase Date"), all or a portion of the LLC Interests held by such Original Principal as of the Effective Date. It is a condition precedent to the exercise by any Original Principal of a Put that such Original Principal, the LLC, the Offshore Related Partnerships and the Offshore Funds shall have complied with the provisions of Section 5.7 hereof. (c) Each Non-Manager Member who is not entitled to any rights under Section 7.1(b) may, subject to the terms and conditions set forth in this Agreement, cause AMG to purchase from such Non-Manager Member any number of LLC Points that is less than or equal to ten percent (10%) of the LLC Points issued or Transferred to such Non-Manager Member at any time (including, without limitation, pursuant to the Incentive Program or upon the exercise of any options granted under the Incentive Program) as of On any five (5) separate Purchase Dates (but only up annual occasions starting with the Exercise Period for the fiscal year ending December 31, 2000 and continuing in each subsequent annual Exercise Period, through and including the Exercise Period for the fiscal year ending December 31, 2009, each Selling Partner may cause the General Partner to an aggregate purchase, and the General Partner agrees to buy, all or any portion of a number of LLC the Partnership Interests then held by such Selling Partner that are Vested Partnership Points as is equal to fifty percent (50%) of December 31 of the LLC Points issued or Transferred to such Non-Manager Member), starting on fiscal year preceding the first Purchase Date which is at least five (5) years following the date of a particular issuance or Transfer (with LLC Interests acquired upon exercise of an option being deemed to have been acquired on the date 52 57 of grant of such option and with Clarx'x xxxerests that are reallocated to the Original Principals being deemed to have been acquired by them on the Effective Date). (d) If a Non-Manager Member desires to exercise his rights under Section 7.1(b) or 7.1(c) above, he shall give AMG, each other Non-Manager Member and the LLC irrevocable written notice (a "Put Notice") on or prior to the preceding December 31 (the "Notice Deadline"), stating that he is electing to exercise such rights and the number of LLC Points (the "Put LLC Points") to be sold in the Put. Puts in any given calendar year for which Put Notices are received before the Notice Deadline for that calendar year shall be completed as follows: AMG shall purchase from each Non-Manager Member that number of Put LLC Points designated in the Put Noticeapplicable Exercise Period; provided, however, that, prior that the amount subject to repurchase upon the tenth (10th) anniversary first such occasion shall not exceed the sum of the Effective Date, in no event shall the aggregate number of LLC Points AMG is required to purchase on any Purchase Date under Section 7.1(b) and Section 7.1(c), together with all LLC Points purchased by the Manager Member pursuant to Puts under Section 7.1(b) and Section 7.1(c) within twelve (12) months prior to such Purchase Date, exceed two and one-half (2.5) LLC Points; and, provided further, that in the case of a Put under Section 7.1(c) above, in no event shall AMG be required to purchase LLC Points in excess of either (A) the maximum number permitted by Section 7.1(cone-fith (1/5) above with respect to that Non-Manager Member, that portion of his LLC Points and that year, or (B) the aggregate number of LLC Points that may be Put by that Non-Manager Member with respect to that portion of the LLC Points issued or transferred to him. If the number of LLC Points for which Put Notices are received under Section 7.1(b) and Section 7.1(c) before the Notice Deadline for any such twelve (12) month period prior to the tenth (10th) anniversary of the Effective Date exceeds two and one-half (2.5) LLC Points, then AMG shall purchase an aggregate of two and one-half (2.5) LLC Points from among all Non-Manager Members who have provided timely Put Notices in such proportion as shall result in each such Non-Manager Member (together with his Transferees) having sold under Section 7.1(b) and Section 7.1(c) an aggregate percentage of the highest number of LLC Vested Partnership Points held by such Member Selling Partner (and his Transferees at any time a proportionate share of such Partner's Capital Account) on the Effective Date plus the aggregate Vested Partnership Points (and a proportionate share of such Partner's Capital Account) issued to such Limited Partner after the Effective Date that is as nearly the same as practicable. (e) The purchase price for a Put (the "Put Price") shall be an amount (which is intended pursuant to be a proxy for fair market value) equal to (A) eight and one-half (8.5) multiplied by the amount, if any, equal to (i) the Run-Rate Free Cash Flow of the LLC as of the end of the calendar quarter ending prior to the applicable Purchase Date (i.e., the calendar quarter ending on December 31Section 6.5(e) (the "Put/Call Measurement DateAnnual Put Limit"), minus (ii) the Operating Shortfall as of such Put/Call Measurement Date, minus (iii) the excess, if any, of the Manager Member Excess Loss Allocations as of such Put/Call Measurement Date over the allocations under Section 4.2(b)(ii) to the Manager Member that were made during the twelve (12) months ending on the last day of the calendar quarter in which such Put/Call Measurement Date occurs, multiplied by plus (B) three-twentieths (3/20) of the aggregate Vested Partnership Points held by such Selling Partner (and a fraction, the numerator proportionate share of which is the number of outstanding LLC Points to be purchased from such Non-Manager Member Partner's Capital Account) on the Purchase Effective Date plus the aggregate Vested Partnership Points (and a proportionate share of such Partner's Capital Account) issued to such Limited Partner after the denominator Effective Date pursuant to Section 6.5(e) (the "Carry-Over Put Limit"). If the Selling Partner makes a Put of which is less than the total number Carry-Over Put Limit that he is permitted to Put on any occasion, then the remainder of LLC Points outstanding that Carry-Over Put Limit may be carried forward and Put at any subsequent occasion under this Section 3.9(b) or under Section 3.9(c), provided that the amount subject to repurchase on the Purchase Date before giving effect to any Puts or Calls or any issuances or redemptions of LLC Points on such Purchase Date, but including as outstanding LLC Points all Reserved Points. (f) In the case of any Put pursuant to after the provisions first Put shall not exceed the sum of Section 7.1(b(X) or Section 7.1(c) hereof, the Put Price shall be paid by AMG (or, if AMG shall have assigned its obligationAnnual Put

PUTS. (a) Each Non-Manager Member may, at such Non-Manager Member's option, subject to the terms and conditions set forth in this Section 7.1, cause AMG to purchase portions of the LLC Interests Points held by such Non-Manager Member in the LLC (each a "Put"). (b) Each Original Principal Non-Manager Member may, subject to the terms and conditions set forth in this Agreement, cause AMG to purchase up to ten percent (10%) of the Initial LLC Points of such Non-Manager Member from such Original Principal Non-Manager Member (and/or any Permitted Transferee of such Non-Manager Member), on the last business day in February (or, if later in any year starting in the year 2003, the month end after which the Manager Member has had the information necessary to determine the Put Price for a period of not less than fifteen (15) days) starting with such date in the year 2003 March (each a "Purchase Date"), all or a portion ) (but only up to an aggregate of fifty percent (50%) of such Non-Manager Member's Initial LLC Points) starting with the last business day in March following the fifth anniversary of the LLC Interests held by such Original Principal as of the Effective Date. It is a condition precedent to the exercise by any Original Principal of a Put that such Original Principal, the LLC, the Offshore Related Partnerships and the Offshore Funds shall have complied with the provisions of Section 5.7 hereofClosing. (c) Each Non-Manager Member who is not entitled to any rights under Section 7.1(b) may, subject to the terms and conditions set forth in this Agreement, cause AMG to purchase from such Non-Manager Member any a number of LLC Points that as is less than or equal to up to ten percent (10%) of the LLC Points issued or Transferred to such Non-Manager Member at any time (including, without limitation, pursuant to the Incentive Purchase Program or upon the exercise of an option issued pursuant thereto (each such issuance, or issuance upon the exercise of an option, being referred to herein as an "Option Exercise") from such Non-Manager Member (and/or any options granted under the Incentive ProgramPermitted Transferee of such Non-Manager Member) as of on any five (5) separate Purchase Dates Date (but only up to an aggregate of a number of LLC Points as is equal to fifty percent (50%) of the LLC Points issued or Transferred to in each such Non-Manager Member), Option Exercise) starting on the first Purchase Date which is at least five (5) years following the date of a particular issuance or Transfer (with LLC Interests acquired upon exercise of an option being deemed to have been acquired on the date 52 57 of grant of such option and with Clarx'x xxxerests that are reallocated to the Original Principals being deemed to have been acquired by them on the Effective Date)Option Exercise. (d) If a Non-Manager Member desires to exercise his its rights under Section 7.1(b) or 7.1(c) above, he it and its Employee Stockholder shall give the Manager Member, AMG, each other Non-Manager Member Employee Stockholder and the LLC irrevocable written notice (a "Put Notice") on or prior to the preceding December 31 January 1 (the "Notice Deadline"), stating that he it is electing to exercise such rights and the number of LLC Points (the "Put LLC Points") to be sold in the PutPut and whether or to what extent such Put is a Put of Initial LLC Points (the "Initial Put LLC Points") or LLC Points issued pursuant to an Option Exercise (together, the "Option Put LLC Points") and, if Option Put LLC Points, what Option Exercise they are associated with. Puts in any given calendar year for which Put Notices are received before the Notice Deadline for that calendar year shall be completed as follows: AMG shall purchase from each Non-Manager Member and their respective Permitted Transferees that number of Put LLC Points as is equal to the sum of (i) the number of Initial Put LLC Points designated as such in the Put Notice; provided, however, that, prior up to the tenth (10thmaximum number permitted by Section 7.1(b) anniversary of the Effective Date, in no event shall above with respect to that year and the aggregate number of Initial LLC Points AMG is required to purchase on any Purchase Date under Section 7.1(bthat may be Put by the Non-Manager Member and its Permitted Transferees, and (ii) and Section 7.1(c), together with all the number of Option Put LLC Points purchased by the Manager Member pursuant to Puts under Section 7.1(b) and Section 7.1(c) within twelve (12) months prior to designated as such Purchase Date, exceed two and one-half (2.5) LLC Points; and, provided further, that in the case of a Put under Section 7.1(c) aboveNotice, in no event shall AMG be required up to purchase LLC Points in excess of either (A) the maximum number permitted by Section 7.1(c) above with respect to that Non-Manager Member, that portion of his LLC Points the Option Exercise and that year, or (B) year and the aggregate number of LLC Points that may be Put put by that the Non-Manager Member and its Permitted Transferees, with respect to that portion of the LLC Points issued or transferred to him. If the number of LLC Points for which Put Notices are received under Section 7.1(b) and Section 7.1(c) before the Notice Deadline for any such twelve (12) month period prior to the tenth (10th) anniversary of the Effective Date exceeds two and one-half (2.5) LLC Points, then AMG shall purchase an aggregate of two and one-half (2.5) LLC Points from among all Non-Manager Members who have provided timely Put Notices in such proportion as shall result in each such Non-Manager Member (together with his Transferees) having sold under Section 7.1(b) and Section 7.1(c) an aggregate percentage of the highest number of LLC Points held by such Member and his Transferees at any time after the Effective Date that is as nearly the same as practicableOption Exercise. (e) The purchase price for upon exercise of a Put (the "Put Price") shall be an amount equal to (which is intended to be a proxy for fair market value) equal to (Ai) eight and one-half seven (8.57.0) multiplied by the amount, if any, equal to (i) the Run-Rate Free Cash Flow of the LLC as of the end of the calendar quarter ending prior to the applicable Purchase Date (i.e., the calendar quarter ending on December 31) (the "Put/Call Measurement Date"), minus (ii) the Operating Shortfall as of such Put/Call Measurement Date, minus (iii) the excesspositive difference, if any, of (x) the Manager Member Excess Loss Allocations as sum of such Put/Call Measurement Date over (I) fifty percent (50%) of the allocations under Section 4.2(b)(iiLLC's Maintenance Fees for the twenty-four (24) to months ending on the Manager Member that were made preceding December 31 and (II) thirty-three and thirty-three one hundredths percent (33.33%) of the LLC's Earned Performance Fees for the thirty-six (36) months ending on the preceding December 31 minus (y) the amount by which the actual expenses of the LLC (determined on an accrual basis in accordance with generally accepted accounting principles consistently applied) exceeded the Operating Allocation of the LLC (including previously reserved Operating Allocation) during the twelve (12) months ending on the last day of the calendar quarter in which such Put/Call Measurement Date occurspreceding December 31, multiplied by (Bii) a fraction, the numerator of which is the number of outstanding Vested LLC Points to be purchased from such Non-Manager Member on the Purchase Date Date, and the denominator of which is the total number of LLC Points outstanding on the Purchase Date (before giving effect to any Puts or Calls any issuances, redemptions or any issuances or redemptions vesting of LLC Points on such Purchase Date, but including as outstanding LLC Points all Reserved Pointsdate). (f) In the case of any Put pursuant to the provisions of Section 7.1(b) or Section 7.1(c) hereofPut, the Put Price shall be paid by AMG (or, if AMG shall have assigned its obligationobligation to the Manager Member, the LLC or any other Person pursuant to paragraph (g) below, the Manager Member, the LLC or such other Person (or their respective assigns) on the relevant Purchase Date by certified check issued to such Non-Manager Member, in each case, against delivery of such documents or instruments of transfer as may reasonably be requested by AMG, the Manager Member or the LLC, as applicable, and in each case (i) including representations that the transferring Non-Manager Member is the record and beneficial owner of the LLC Interests being Put, free and clear of any Liens other than those imposed by this Agreement and (ii) addressing such other matters as the Manager Member, the LLC or AMG, as applicable, reasonably requests. (g) AMG may assign and/or delegate any or all of its rights and obligations to purchase LLC Points under this Section 7.1, in one or more instances, to the Manager Member or to any other Person (with the consent of the Management Committee if to any Person not then a Member), provided that (i) no such consent shall be required for an assignment or delegation to a Person who is (A) an Officer or employee of the LLC or becomes an Officer or employee in connection with such assignment or delegation or a Person wholly owned by any such Person or (B) an Affiliate of the Manager Member, and (ii) no such assignment or delegation shall relieve AMG of its obligation to make the payment for a Put as required by this Section 7.1. The Manager Member may, with a Majority Vote, assign any or all of its rights and obligations to purchase LLC Points under this Section 7.1, in one or more instances, to the LLC. (h) In the case of any Put, as of any Purchase Date, the Non-Manager Member shall cease to hold the LLC Points purchased on the Purchase Date, and shall cease to hold a pro-rata portion of such Non-Manager Member's Capital Account (which shall have been transferred to AMG (or, upon assignment of any of AMG's obligations to the Manager Member or the LLC pursuant to paragraph (g) hereof, transferred to the Manager Member or canceled by the LLC)) and shall no longer have any rights with respect to such portion of its LLC Interests.

PUTS. (a) Each Non-Manager Member may, at such Non-Manager Member's option, subject to the terms and conditions set forth in this Section 7.1, cause AMG to purchase portions of the LLC Interests Points held by such Non-Manager Member in the LLC (each a "Put"). (b) Each Original Principal Non-Manager Member may, subject to the terms and conditions set forth in this Agreement, cause AMG to purchase up to ten percent (10%) of the Initial LLC Points of such Non-Manager Member from such Original Principal Non-Manager Member (and/or any Permitted Transferee of such Non-Manager Member), on the last business day in February (or, if later in any year starting in the year 2003, the month end after which the Manager Member has had the information necessary to determine the Put Price for a period of not less than fifteen (15) days) starting with such date in the year 2003 March (each a "Purchase Date")) (but only up to an aggregate of fifty (50%) of such Non-Manager Member's Initial LLC Points) starting with the last business day in March, all or a portion 2003 and ending with the last business day in March, 2012. On any Purchase Date starting with the Purchase Date in March 2003, Xx. Xxxxxx X. McNay may 49 cause AMG to purchase from Xx. XxXxx (and/or any Transferee of the LLC Interests held by such Original Principal as of the Effective DateXx. It is a condition precedent XxXxx pursuant to the exercise by any Original Principal of a Put that such Original Principal, the LLC, the Offshore Related Partnerships and the Offshore Funds shall have complied with the provisions of Section 5.7 hereof5.1(b) or 5.1(c) hereof (and, to the extent set forth in any consent of the Manager Member pursuant to Section 5.1(a), his Transferees pursuant to Section 5.1(a))) a number of LLC Points of Xx. XxXxx and such Transferees that is equal to or less than the difference between the number of LLC Points then held by Xx. XxXxx and such Transferees and twenty-five percent (25%) of the greatest total number of Initial LLC Points issued to Xx. XxXxx; provided that in the event Xx. XxXxx exercises his rights under this sentence, he shall thereafter not be entitled to cause any Puts under this Section 7.1; provided, however, that the exercise of the rights set forth in the first sentence of this paragraph shall not be deemed to be an exercise pursuant to this sentence. On any Purchase Date starting with the Purchase Date in March 2006, Xx. Xxxxxxx Xxxxxx may cause AMG to purchase from Xx. Xxxxxx (and/or any Transferee of Xx. Xxxxxx pursuant to the provisions of Section 5.1(b) or 5.1(c) hereof (and, to the extent set forth in any consent of the Manager Member pursuant to Section 5.1(a), his Transferees pursuant to Section 5.1(a))) a number of LLC Points of Xx. Xxxxxx and such Transferees that is equal to or less than the difference between the number of Initial LLC Points then held by Xx. Xxxxxx and such Transferees and twenty-five percent (25%) of the greatest total number of LLC Points issued to Xx. Xxxxxx; provided that in the event Xx. Xxxxxx exercises his rights under this sentence, he shall thereafter not be entitled to cause any Puts under this Section 7.1; provided, however, that the exercise of the rights set forth in the first sentence of this paragraph shall not be deemed to be an exercise pursuant to this sentence. (c) Each Non-Manager Member who is not entitled to any rights under Section 7.1(b) may, subject to the terms and conditions set forth in this Agreement, cause AMG to purchase from such Non-Manager Member any a number of LLC Points that as is less than or equal to up to ten percent (10%) of the LLC Points issued or Transferred to such Non-Manager Member at any time (including, without limitation, pursuant to the Incentive Program or upon the exercise of an option issued pursuant thereto (each such issuance or issuance upon the exercise of an option, being referred to herein as an "Option Exercise") from such Non-Manager Member (and/or any options granted under the Incentive Program) as Permitted Transferee of such Non-Manager Member), on any five (5) separate Purchase Dates (but only up to an aggregate of a number of LLC Points as is equal to fifty percent (50%) of the LLC Points issued or Transferred to in each such Non-Manager Member), Option Exercise) starting on the first Purchase Date which is at least five (5) years following the date of a particular issuance or Transfer (with LLC Interests acquired upon exercise of an option being deemed to have been acquired each such Option Exercise and ending on the first Purchase Date which is at least fifteen (15) years following the date 52 57 of grant of such option and with Clarx'x xxxerests that are reallocated to the Original Principals being deemed to have been acquired by them on the Effective Date)Option Exercise. (d) If a Non-Manager Member desires to exercise his its rights under Section 7.1(b) or 7.1(c) above, he it and its Employee Stockholder shall give the Manager Member, AMG, each other Non-Manager Member Employee Stockholder and the LLC irrevocable written notice (a "Put Notice") on or prior to the preceding December 31 (the "Notice Deadline"), stating that he it is electing to exercise such rights and the number of LLC Points (the "Put LLC Points") to be sold in the PutPut and whether or to what extent such Put is a Put of Initial LLC Points (the "Initial Put LLC Points") or LLC Points issued pursuant to an Option Exercise (together, the "Option Put LLC Points") and, if Option Put LLC Points, what Option Exercise they are associated with. Puts in any given calendar year for which Put Notices are received before the Notice Deadline for that calendar year shall be completed as follows: AMG shall purchase from each Non-Manager Member (and his (or its) Related Non-Manager Members) and their respective Permitted Transferees that number of Put LLC Points as is equal to the sum of (i) the number of Initial Put LLC Points designated as such in the Put Notice; provided, however, that, prior up to the tenth (10thmaximum number permitted by Section 7.1(b) anniversary of the Effective Date, in no event shall above with respect to that year and the aggregate number of Initial LLC Points AMG is required to purchase on any Purchase Date under Section 7.1(bthat may be Put by the Non-Manager Member (and his (or its) Related Non-Manager Members) and Section 7.1(c)their respective Permitted Transferees, together with all and (ii) the number of Option Put LLC Points purchased by the Manager Member pursuant to Puts under Section 7.1(b) and Section 7.1(c) within twelve (12) months prior to designated as such Purchase Date, exceed two and one-half (2.5) LLC Points; and, provided further, that in the case of a Put under Section 7.1(c) aboveNotice, in no event shall AMG be required up to purchase LLC Points in excess of either (A) the maximum number permitted by Section 7.1(c) above with respect to that Non-Manager Member, that portion of his LLC Points the Option Exercise and that year, or (B) year and the aggregate number of LLC Points that may be Put put by that Non-Manager Member with respect to that portion of the LLC Points issued or transferred to him. If the number of LLC Points for which Put Notices are received under Section 7.1(b) and Section 7.1(c) before the Notice Deadline for any such twelve (12) month period prior to the tenth (10th) anniversary of the Effective Date exceeds two and one-half (2.5) LLC Points, then AMG shall purchase an aggregate of two and one-half (2.5) LLC Points from among all Non-Manager Members who have provided timely Put Notices in such proportion as shall result in each such Non-Manager Member (together with and his Transferees(or its) having sold under Section 7.1(bRelated Non-Manager Members) and Section 7.1(c) an aggregate percentage of their respective Permitted Transferees, with respect to the highest number of LLC Points held by such Member and his Transferees at any time after the Effective Date that is as nearly the same as practicableOption Exercise. (e) The purchase price for a Put (the "Put Price") shall be an amount (which is intended to be a proxy for fair market value) equal to (Ai) eight six and one-half three tenths (8.56.3) multiplied by times the amountpositive difference, if any, equal to of (ix) the Runsum of (I) fifty percent (50%) of the LLC's Maintenance Fees for the twenty-Rate Free four (24) months ending on the last day of the calendar quarter in which the closing of the Put occurs and (II) thirty three and thirty three one hundredths percent (33.33%) of the LLC's Earned Performance Fees for the thirty-six (36) months ending on the last day of the calendar year prior to the calendar year in which the Put occurs minus (y) the amount by which the actual expenses of the LLC (determined on a basis consistent with the calculation of Operating Cash Flow) exceeded the Operating Cash Flow of the LLC as of the end of the calendar quarter ending prior to the applicable Purchase Date (i.e., the calendar quarter ending on December 31including previously reserved Operating Cash Flow) (the "Put/Call Measurement Date"), minus (ii) the Operating Shortfall as of such Put/Call Measurement Date, minus (iii) the excess, if any, of the Manager Member Excess Loss Allocations as of such Put/Call Measurement Date over the allocations under Section 4.2(b)(ii) to the Manager Member that were made during the twelve (12) months ending on the last day of the calendar quarter prior to the date of the closing of such Put (in which such Put/Call Measurement Date occurs, each case determined by reference to the most recent financial statements with respect to the applicable period supplied to the Manager Member pursuant to Section 9.3) multiplied by (Bii) a fraction, the numerator of which is the number of outstanding Vested LLC Points to be purchased from such Non-Manager Member on the Purchase Date and the denominator of which is the total number of LLC Points outstanding on the Purchase Date before giving effect to any Puts or Puts, Calls or any issuances or redemptions of LLC Points on such Purchase Datedate. Notwithstanding the foregoing, but including as outstanding if the Non-Manager Member exercising a Put has made an election contemplated in Section 7.2 then the "Put Price" shall be (i) the product of percentage of Vested LLC Points being Put by such Non-Manager Member to which such election does not apply, and the Put Price calculated in the foregoing sentence with respect to all Reserved PointsLLC Points being Put by such Non-Manager Member, plus (ii) the number of shares of AMG Stock resulting from the calculation set forth in Section 7.2(c) upon such election. (f) In the case of any Put pursuant to the provisions of Section 7.1(b) or Section 7.1(c) hereofPut, the Put Price shall be paid by AMG (or, if AMG shall have assigned its obligationobligation to the Manager Member or the LLC pursuant to paragraph (h) below, the Manager Member or the LLC) (or their respective assigns) on the relevant Purchase Date by wire transfer or certified check issued to such Non-Manager Member, in each case, against delivery of such documents or instruments of transfer as may reasonably be requested by AMG, the Manager Member or the LLC, as applicable, and in each case including representations that at the effective time of such transfer the transferring Non-Manager Member is the record and beneficial owner of the LLC Interests being Put, free and clear of any Liens other than those imposed by this Agreement. (g) Notwithstanding any other provision of this Section 7.1 to the contrary, no purchase by AMG pursuant to this Section 7.1 (or, upon assignment of any of AMG's obligations to the Management Member or the LLC pursuant to paragraph (h) hereof, purchase by the Manager Member or redemption by the LLC) shall occur if it would result in the Manager Member and AMG (taken together) owning, directly or indirectly, in excess of eighty percent (80%) of the LLC Points outstanding after giving effect to any such sale or redemption. If some, but not all, of the LLC Points which Non-Manager Members have requested be purchased can be so purchased without the Manager Member's and AMG's (taken together) ownership, directly or indirectly, exceeding eighty percent (80%) of the outstanding LLC Points, then AMG or the Manager Member shall purchase, or shall assign their obligations to the LLC, and the LLC shall redeem, LLC Points from the Non-Manager Members having Put LLC Interests in proportion to the LLC Points then held by such Non-Manager Members up to the maximum extent that would not cause the Manager Member and AMG (taken together) to own, directly or indirectly, in excess of eighty percent (80%) of the outstanding LLC Points (in each case, subject to the maximum amount set forth in Sections 7.1(b) and 7.1(c) hereof). (h) AMG may assign and/or delegate any or all of its rights and obligations to purchase LLC Points under this Section 7.1, in one or more instances, to the Manager Member; provided that no such assignment or delegation shall relieve AMG of its obligation to make the payment for a Put as required by this Section 7.1. The Manager Member may, only with a Majority Vote, assign any or all of its rights and obligations to purchase LLC Points under this Section 7.1, in one or more instances, to the LLC. (i) In the case of any Put, as of any Purchase Date, the Non-Manager Member shall cease to hold the LLC Points purchased on the Purchase Date, and shall cease to hold a pro-rata portion of such Non-Manager Member's Capital Account (which shall have been transferred to AMG (or, upon assignment of any of AMG's obligations to the Management Member or the LLC pursuant to paragraph (h) hereof, transferred to the Manager Member or canceled by the LLC)) and shall no longer have any rights with respect to such portion of its LLC Interests.