Common use of Redemption Right of a Member Clause in Contracts

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”). A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two (2) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time period), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Smith Douglas Homes Corp.), Limited Liability Company Agreement (Smith Douglas Homes Corp.), Limited Liability Company Agreement (Smith Douglas Homes Corp.)

AutoNDA by SimpleDocs

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, Corporation) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time and from time to time following the Effective Time in accordance with this Section 11.01. A Member desiring to exercise its Redemption Right (each, a the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify (i) the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem redeem, (ii) whether the Redeeming Member is electing a Share Settlement or a Cash Settlement and (iii) a date, not less than two five (25) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time period), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify ; provided that the Redeeming Member may change the number of Redeemed Units, the requested settlement method and/or the Redemption is Date specified in such Redemption Notice to another number, settlement method and/or date by written notice delivered on or prior to the Business Day immediately preceding the Redemption Date; provided further that a Redemption Notice may condition a Redemption on (A) the closing of an underwritten distribution of the shares of Class A Common Stock that may be contingent issued in connection with such proposed Redemption or (including as to timingB) upon the consummation of a purchase by or exchange with another Person (whether in a tender or exchange offer, an underwritten offering, a block sale offering or otherwise) of shares of Class A Common Stock issuable upon Redemption of for which the Redeemed Units and the transfer of the Class B Common Stock are redeemable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemptionproperty. Subject to Section 11.03 and unless Unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(d11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):) (i) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances (except those arising hereunder or under applicable securities Laws), and (ii) the Company shall (x) cancel the Redeemed Units, (y) transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), and (z) if the Units are certificated, issue to the Redeeming Member a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (i) of this Section 11.01(a) and the Redeemed Units.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Bioventus Inc.), Limited Liability Company Agreement (Bioventus Inc.), Limited Liability Company Agreement (Bioventus Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, ) shall be entitled to cause the Company to redeem (a “Redemption”) all or a any portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section Sections 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”) at any time and from time to time following the waiver or expiration of any contractual lock-up period relating to the shares of the Corporation that may be applicable to such Member; provided, however, that Management Holdings shall not be entitled to cause a Redemption pursuant to this Article XI unless acting pursuant to a Redemption Request Notice (as defined in the Management Holdings LLC Agreement). A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two three (23) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or that the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Shoals Technologies Group, Inc.), Limited Liability Company Agreement (Shoals Technologies Group, Inc.), Limited Liability Company Agreement (Shoals Technologies Group, Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its wholly owned Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, ) shall be entitled to cause the Company to redeem (a “Redemption”) all or a any portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”), upon the terms and subject to the conditions set forth in this Section 11.01. A Member desiring to exercise its Redemption Right (each, a the Redeeming Redeemed Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the CorporationCorporation on or before the Redemption Notice Date. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Redeemed Member intends to have the Company redeem and a dateon the Redemption Date. Except as provided in Section 11.01(b) or (c), not less than two (2) Business Days after upon delivery of any Redemption Notice by any Member on or before any Redemption Notice Date, such Member may not revoke or rescind such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive after such time period), Redemption Notice Date. Any Redemption Notice delivered for a Redemption on which exercise of the a Regular Redemption Right shall Date may not be completed (the “contingent. Any Redemption Date”), and Notice delivered for a Redemption on a Special Redemption Date may specify that the Redemption is to be made contingent (including as to timing) upon on the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation Registered Offering or other transaction described in the notice of the Manager specifying such Special Redemption Date. Any notice by any Member pursuant to the Registration Rights Agreement to demand or event participate in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption Registered Offering shall be consummated immediately prior deemed to and contingent upon such closing or occurrence, and in any such case specify constitute a Redemption Notice for the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified related Special Redemption Date, or . Unless the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c11.01(b) or the Corporation has revoked or delayed elected to effect a Redemption Direct Exchange as provided in Section 11.01(d)11.03, on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):) (i) the Redeemed Member shall transfer and surrender the Redeemed Units to the Company and a corresponding number of shares of Class C Common Stock to the Corporation, in each case free and clear of all liens and encumbrances, (ii) the Company shall (x) cancel the Redeemed Units, (y) transfer to the Redeemed Member the consideration to which the Redeemed Member is entitled under Section 11.01(b), and (z) if the Common Units are certificated, issue to the Redeemed Member a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced by the certificate surrendered by the Redeemed Member pursuant to clause (i) of this Section 11.01(a) and the Redeemed Units and (iii) the Corporation shall cancel such shares of Class C Common Stock.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Permian Resources Corp), Agreement and Plan of Merger (Permian Resources Corp), Agreement and Plan of Merger (Permian Resources Corp)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, Corporation) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time following the expiration of any contractual lock-up period relating to the shares of the Corporation that may be applicable to such Member. A Member desiring to exercise its Redemption Right (each, a the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two seven (27) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify ; provided that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, provided further that in the event the Corporation elects a Share Settlement, the Redemption Notice may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless Unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(d11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):) (i) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (ii) the Company shall (x) cancel the Redeemed Units, (y) transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), and (z), if the Units are certificated, issue to the Redeeming Member a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (i) of this Section 11.01(a) and the Redeemed Units.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Shake Shack Inc.), Limited Liability Company Agreement (Shake Shack Inc.), Limited Liability Company Agreement (Shake Shack Inc.)

Redemption Right of a Member. (a) Each Subject to the terms and conditions in this Section 11 hereof (including, without limitation, the limitations set forth in Section 11(a)(iv)), each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, ) shall be entitled to cause the Company to redeem (a “Redemption”) all or a any portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time and from time to time following the earlier of (x) the date that is the six (6)-month anniversary of the Closing Date and (y) the date after the Closing on which the Corporation consummates a Change of Control Transaction that results in all of the Corporation’s stockholders having the right to exchange their Class A Common Stock for cash, securities or other property. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two (2) three Business Days nor more than ten Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager Board of Managers in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, provided that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or or the Redemption Date specified in such Redemption Notice to another number and/or dateor date by mutual agreement signed in writing by each of them; provided, provided further, that in the event the Corporation elects Redemption Date occurs in a Share SettlementRestricted taxable Year, the Redemption may Date must be conditioned a Quarterly Redemption Date not less than sixty (including as to timing60) by the Redeeming Member on the closing of an underwritten distribution days after delivery of the shares of Class A Common Stock that may be issued in connection with such proposed Redemptionapplicable Redemption Notice. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 3 contracts

Samples: Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.)

Redemption Right of a Member. (a) Each Subject to the terms and conditions in this Section 11 hereof (including, without limitation, the limitations set forth in Section 11(a)(iv)), each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, ) shall be entitled to cause the Company to redeem (a “Redemption”) all or a any portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time and from time to time following the earlier of (x) the date that is the six (6)-month anniversary of the Closing Date and (y) the date after the Closing on which the Corporation consummates a Change of Control Transaction that results in all of the Corporation’s stockholders having the right to exchange their Class A Common Stock for cash, securities or other property. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall 105 specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two (2) three Business Days nor more than ten Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager Board of Managers in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, Date”);provided that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or or the Redemption Date specified in such Redemption Notice to another number and/or dateor date by mutual agreement signed in writing by each of them; provided, provided further, that in the event the Corporation elects Redemption Date occurs in a Share SettlementRestricted taxable Year, the Redemption may Date must be conditioned a Quarterly Redemption Date not less than sixty (including as to timing60) by the Redeeming Member on the closing of an underwritten distribution days after delivery of the shares of Class A Common Stock that may be issued in connection with such proposed Redemptionapplicable Redemption Notice. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 3 contracts

Samples: Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, ) shall be entitled to cause the Company to redeem (a “Redemption”) all or a any portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time and from time to time following the earlier of (x) the date that is the six (6)-month anniversary of the Closing Date and (y) the date after the Closing on which the Corporation consummates a Change of Control Transaction that results in all of the Corporation’s stockholders having the right to exchange their Class A Common Stock for cash, securities or other property. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two (2) three Business Days nor more than ten Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, provided that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or or the Redemption Date specified in such Redemption Notice to another number and/or dateor date by mutual agreement signed in writing by each of them; provided, provided further, that in the event the Corporation elects Redemption Date occurs in a Share SettlementRestricted taxable Year, the Redemption may Date must be conditioned a Quarterly Redemption Date not less than sixty (including as to timing60) by the Redeeming Member on the closing of an underwritten distribution days after delivery of the shares of Class A Common Stock that may be issued in connection with such proposed Redemptionapplicable Redemption Notice. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 3 contracts

Samples: Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, Blockers) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the subject to Transfer of which is prohibited limitations pursuant to this Agreement (including Section 10.07(b10.10) or Section 10.07(c) of this Agreementany other agreement) in whole or in part (the “Redemption Right”)) at any time and from time to time following the waiver or expiration of any contractual lock-up period relating to the shares of the Corporation that may be applicable to such Member. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two three (23) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or that the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on (i) the Corporation and/or the Redeeming Member having entered into a valid and binding agreement with a third party for the sale of shares of Class A Common Stock that may be issued in connection with such proposed Redemption (whether in a tender or exchange offer, private sale or otherwise) and such agreement is subject to customary closing conditions for agreements of this kind and the delivery of the Class A Common Stock by the Corporation or the Redeeming Member, as applicable, to such third party, (ii) the closing of an announced merger, consolidation or other transaction or event in which the shares of Class A Common Stock that may be issued in connection with such proposed Redemption would be exchanged or converted or become exchangeable or convertible into cash or other securities or property and/or (iii) the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d11.01(b) or (d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Funko, Inc.), Limited Liability Company Agreement (Funko, Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, PubCo) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, excluding any Common Units that are subject to vesting conditions or the subject to Transfer of which is prohibited limitations pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time and from time to time. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company Company, with a copy to the CorporationPubCo. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two (2) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager Managing Member in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided, and that the Redemption Notice may specify that the Redemption is to be contingent (including as to the timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender or exchange offer, an underwritten offering, a block sale offering or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Share Settlement into which the Redeemed Units and the transfer of the Class B Common Stock are exchangeable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock Share Settlement would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property property; provided, further that the Redeeming Member may withdraw or upon amend a Redemption Notice, in whole or in part, prior to the closing effectiveness of the Redemption, at any time prior to 5:00 p.m. New York City time, on the Business Day immediately preceding the Redemption Date (or occurrence any such later time as may be required by Law) by delivery of a written notice of withdrawal to the Company (with a copy to PubCo), specifying (1) the number of withdrawn Units, (2) if any, the number of Units as to which the Redemption Notice remains in effect and (3) if the Redeeming Member so determines, a new Redemption Date or any other event, new or revised information permitted in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrenceNotice. Following receipt of the Redemption Notice, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice event at least one (1) Business Day Days prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice PubCo shall deliver to another number and/or date; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on a notice, specifying whether it elects (which shall be determined solely by the closing independent directors of an underwritten distribution PubCo (within the meaning of the shares rules of Class A Common the Nasdaq Stock that may be issued in connection Market) who are disinterested) to settle the Redemption with such proposed Redemptiona Share Settlement or a Cash Settlement (an “Election Notice”). Subject to Section 11.03 and unless If the Redeeming Member timely has delivered Election Notice specifies a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d)Cash Settlement, then on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Fluence Energy, Inc.), Limited Liability Company Agreement (Fluence Energy, Inc.)

Redemption Right of a Member. (a) Each Subject to the provisions set forth in this Section 9.01, each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, Pubco) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Nonvoting Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”) at any time (subject to any applicable lock-up agreements). A Member desiring to exercise its Redemption Right (each, a the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the CorporationPubco. The Redemption Notice shall specify the number of Nonvoting Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two seven (27) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager Board in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify ; provided that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offerCompany, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units Pubco and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, provided further that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned on (including as i) the Redeeming Member having entered into a valid and binding agreement with a third party for the sale of shares of Class A Common Stock that may be distributed to timingthe Redeeming Member in connection with such proposed Redemption (whether in a tender or exchange offer, private sale or otherwise) and such agreement is subject to customary closing conditions for agreements of such kind and the delivery of the Class A Common Stock by the Redeeming Member on to such third party, (ii) the closing of an underwritten distribution of announced merger, consolidation or other transaction in which the shares of Class A Common Stock that may be issued distributed to the Redeeming Member in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to would be effective immediately prior to the close of business on the Redemption Date):exchanged

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Bellring Brands, Inc.), Limited Liability Company Agreement (Bellring Brands, Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, ) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreementconditions) in whole or in part (the “Redemption Right”); provided, that each Redemption of Common Units must consist of at least 1,000 Common Units or all Common Units then held by such Member. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two (2) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time period), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock or Class D Common Stock, as applicable, issuable upon Redemption of the Units and the transfer shares of the Class B Common Stock Stock, Class C Common Stock, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 11.04 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Brilliant Earth Group, Inc.), Limited Liability Company Agreement (Brilliant Earth Group, Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, Corporation) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time and from time to time following the expiration of any contractual lock-up period relating to the shares of the Corporation that may be applicable to such Member. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two seven (27) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify ; provided that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless Unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d11.01(b) or (d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Camping World Holdings, Inc.), Limited Liability Company Agreement (Camping World Holdings, Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, Corporation) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the rights of repurchase or risk of forfeiture, or are subject to Transfer of which is prohibited limitations pursuant to Section 10.07(b) this Agreement or Section 10.07(c) of this Agreementany other agreement) in whole or in part (the “Redemption Right”)) from time to time following the waiver or expiration of any contractual lock-up period relating to the shares of the Corporation that may be applicable to such Member. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation, which Redemption Notice may be submitted on any Business Day that is not during a Black-Out Period (if applicable to such Redeeming Member), if (A) the applicable Redemption is in connection with a Permitted Redemption Event or (B) the Company meets the requirements of the Private Placement Safe Harbor (each of (A) and (B), an “Unrestricted Redemption”), or, in any case other than an Unrestricted Redemption, during the Quarterly Exchange Notice Period preceding the desired Redemption Date. The Redemption Notice shall specify the number of Common Units (subject, in the case of a Redemption that is not an Unrestricted Redemption, to the Minimum Exchange Requirement, it being understood that a Member may specify in its Redemption Notice a number of Common Units in excess of the Minimum Exchange Requirement) (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and either (X) with respect to any Unrestricted Redemption, a date, date not less than two three (23) Business Days nor more than ten (10) Business Days after the delivery of such Redemption Notice (unless unless, and to the extent extent, that the Manager in its sole discretion agrees in writing to waive such time periodperiods), or (Y) in any other case, the Quarterly Exchange Date, which date in each case shall be the date on which the exercise of the Redemption Right shall be completed (as applicable, the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, howeverthat solely with respect to Unrestricted Redemptions, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, that in the event Company and the Corporation elects shall not be required to comply with a Share SettlementRedemption Notice delivered in connection with a Redemption that is not an Unrestricted Redemption if such Redemption Notice does not comply with the Minimum Exchange Requirement (and such Redemption Notice shall be deemed null and void ab initio and ineffective with respect to the Redemption specified therein); provided, the further, that any Redemption that is an Unrestricted Redemption may be conditioned (including as to timing) by the Redeeming Member (in the Redeeming Member’s sole discretion) on (i) the Corporation and/or the Redeeming Member having entered into a valid and binding agreement with a third party for the sale of shares of Class A Common Stock that may be issued in connection with such proposed Redemption (whether in a tender or exchange offer, private sale or otherwise) and such agreement is subject to customary closing conditions for agreements of this kind and the delivery of the Class A Common Stock by the Corporation or the Redeeming Member, as applicable, to such third party, (ii) the closing of an announced merger, consolidation or other transaction or event in which the shares of Class A Common Stock that may be issued in connection with such proposed Redemption would be exchanged or converted or become exchangeable or convertible into cash or other securities or property and/or (iii) the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption; provided, further, that if the Corporation closes an underwritten distribution of the shares of Class A Common Stock and the Members (other than, or in addition to, the Corporation) were entitled to resell shares of Class A Common Stock in connection therewith (by the exercise by such Members of the Redemption Right in connection with a Share Settlement or otherwise) (a “Secondary Offering”), then, except as provided in the following proviso, the immediately succeeding Quarterly Exchange Date shall be automatically cancelled and of no force or effect (and no Member shall be entitled to exercise its Redemption Right or deliver a Quarterly Exchange Date Notice with respect to a Redemption that is not an Unrestricted Redemption in respect of such Quarterly Exchange Date); provided, further, however, that the next Quarterly Exchange Date in the Tax Year ending December 31, 2018 shall not automatically be cancelled if there have been, in the aggregate, no more than three Quarterly Exchange Dates and Secondary Offerings in such Tax Year; provided, further that the Company may effect a Redemption if the Manager determines (in its sole and absolute discretion), after consultation with its legal counsel and tax advisors, that such Redemption, together with any other Redemptions that have occurred or are expected to occur, would not be reasonably likely to result in the Company being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code. Notwithstanding anything to the contrary in this Agreement or the Registration Rights Agreement, (a) for so long as the Company does not meet the requirements of the Private Placement Safe Harbor, any such Secondary Offering (other than that pursuant to which all Redemptions are Unrestricted Redemptions) shall only be undertaken if, during the applicable Tax Year, the total number of Quarterly Exchange Dates and prior Secondary Offerings (other than any pursuant to which all Redemptions are Unrestricted Redemptions) on which Redemptions occur is three (3) or fewer and (b) the Company and the Corporation shall not be deemed to have failed to comply with their respective obligations under the Registration Rights Agreement if a Secondary Offering cannot be undertaken due to the restriction set forth in the preceding clause (a). Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or Section 11.01(e) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Pluralsight, Inc.), Limited Liability Company Agreement (Pluralsight, Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, Corporation) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the rights of repurchase or risk of forfeiture, or are subject to Transfer of which is prohibited limitations pursuant to Section 10.07(b) this Agreement or Section 10.07(c) of this Agreementany other agreement) in whole or in part (the “Redemption Right”)) from time to time following the waiver or expiration of any contractual lock-up period relating to the shares of the Corporation that may be applicable to such Member. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation, which Redemption Notice may be submitted on any Business Day that is not during a Black-Out Period (if applicable to such Redeeming Member), if (A) the applicable Redemption is in connection with a Permitted Redemption Event or (B) the Company meets the requirements of the Private Placement Safe Harbor (each of (A) and (B), an “Unrestricted Redemption”), or, in any case other than an Unrestricted Redemption, during the Quarterly Exchange Notice Period preceding the desired Redemption Date. The Redemption Notice shall specify the number of Common Units (subject, in the case of a Redemption that is not an Unrestricted Redemption, to the Minimum Exchange Requirement, it being understood that a Member may specify in its Redemption Notice a number of Common Units in excess of the Minimum Exchange Requirement) (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and either (X) with respect to any Unrestricted Redemption, a date, date not less than two three (23) Business Days nor more than ten (10) Business Days after the delivery of such Redemption Notice (unless unless, and to the extent extent, that the Manager in its sole discretion agrees in writing to waive such time periodperiods), or (Y) in any other case, the Quarterly Exchange Date, which date in each case shall be the date on which the exercise of the Redemption Right shall be completed (as applicable, the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, howeverthat solely with respect to Unrestricted Redemptions, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, that in the event Company and the Corporation elects shall not be required to comply with a Share SettlementRedemption Notice delivered in connection with a Redemption that is not an Unrestricted Redemption if such Redemption Notice does not comply with the Minimum Exchange Requirement (and such Redemption Notice shall be deemed null and void ab initio and ineffective with respect to the Redemption specified therein); provided, the further, that any Redemption that is an Unrestricted Redemption may be conditioned (including as to timing) by the Redeeming Member (in the Redeeming Member’s sole discretion) on (i) the Corporation and/or the Redeeming Member having entered into a valid and binding agreement with a third party for the sale of shares of Class A Common Stock that may be issued in connection with such proposed Redemption (whether in a tender or exchange offer, private sale, public sale or otherwise) and such agreement is subject to customary closing conditions for agreements of this kind and the delivery of the Class A Common Stock by the Corporation or the Redeeming Member, as applicable, to such third party, (ii) the closing of an announced merger, consolidation or other transaction or event in which the shares of Class A Common Stock that may be issued in connection with such proposed Redemption would be exchanged or converted or become exchangeable or convertible into cash or other securities or property and/or (iii) the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption; provided, further, that if the Corporation closes an underwritten distribution of the shares of Class A Common Stock and the Members (other than, or in addition to, the Corporation) were entitled to resell shares of Class A Common Stock in connection therewith (by the exercise by such Members of the Redemption Right in connection with a Share Settlement or otherwise) (a “Secondary Offering”), then, except as provided in the following proviso, the immediately succeeding Quarterly Exchange Date shall be automatically cancelled and of no force or effect (and no Member shall be entitled to exercise its Redemption Right or deliver a Redemption Notice with respect to a Redemption that is not an Unrestricted Redemption in respect of such Quarterly Exchange Date); provided, further, however, that the next Quarterly Exchange Date in the Taxable Year ending December 31, 2024 shall not automatically be cancelled if there have been, in the aggregate, no more than three Quarterly Exchange Dates and Secondary Offerings in such Taxable Year; provided, further that the Company may effect a Redemption if the Manager determines (in its sole and absolute discretion), after consultation with its legal counsel and tax advisors, that such Redemption, together with any other Redemptions that have occurred or are expected to occur, would not be reasonably likely to result in the Company being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code. Notwithstanding anything to the contrary in this Agreement or the Registration Rights Agreement, (a) for so long as the Company does not meet the requirements of the Private Placement Safe Harbor, any such Secondary Offering (other than that pursuant to which all Redemptions are Unrestricted Redemptions) shall only be undertaken if, during the applicable Taxable Year, the total number of Quarterly Exchange Dates and prior Secondary Offerings (other than any pursuant to which all Redemptions are Unrestricted Redemptions) on which Redemptions occur is three (3) or fewer and (b) the Company and the Corporation shall not be deemed to have failed to comply with their respective obligations under the Registration Rights Agreement if a Secondary Offering cannot be undertaken due to the restriction set forth in the preceding clause (a). Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or Section 11.01(e) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 2 contracts

Samples: Operating Agreement (OneStream, Inc.), Operating Agreement (OneStream, Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, ) shall be entitled to cause the Company to redeem (a “Redemption”) all or a any portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) ), in whole or in part (the “Redemption Right”) at any time and from time to time following the waiver or expiration of any contractual lock-up period relating to the shares of the Corporation that may be applicable to such Member; provided, however, that Management Aggregator shall not be entitled to cause a Redemption pursuant to this Article XI unless acting pursuant to a Redemption Request Notice (as defined in the Management Aggregator LLC Agreement). A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two three (23) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or that the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or or the Redemption Date specified in such Redemption Notice to another number and/or dateor date by mutual agreement signed in writing by each of them; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Solo Brands, Inc.), Limited Liability Company Agreement (Solo Brands, Inc.)

Redemption Right of a Member. (a) Each At any time and from time to time from and after the date of the IPO, and subject to (A) in the case of Service Provider Members, the terms of any applicable Award Agreement and any Black-Out Period and (B) the waiver or expiration of the lock-up period in the Corporation’s IPO or any other contractual lock-up period relating to the shares of the Corporation (or any corresponding Units) that may be applicable to such Member, each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, ) shall be entitled to cause the Company to redeem (a “Redemption”) all or a any portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b), 10.07(c) or Section 10.07(c10.07(d) of this Agreement) in whole or in part (the “Redemption Right”). A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two three (23) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or that the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed RedemptionRedemption (provided, for the avoidance of doubt, that such condition to a Share Settlement, as applicable, shall create no obligation on the part of the Company or the Corporation to initiate or complete an underwritten distribution of such shares). Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Ryan Specialty Holdings, Inc.), Limited Liability Company Agreement (Ryan Specialty Holdings, Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup lock-up period relating to the shares of the Corporation that may be applicable to such Members, Member shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreementconditions) in whole or in part (the “Redemption Right”); provided, that if such a Member elects to cause the Redemption of less than one hundred (100) Common Units, then such Member shall be required to deliver the Redemption Notice with respect to such Redemption during the first fifteen (15) Business Days of any calendar quarter. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two five (25) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 2 contracts

Samples: Limited Liability Company Agreement (P3 Health Partners Inc.), Joinder Agreement (Foresight Acquisition Corp.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from From and after the later of one hundred eighty (180) days following the consummation of the IPO (unless such time restriction is waived by the Managing Member in accordance with Section 7.05 with respect to any proposed Redemption), and subject to (A) the 1 To be $[150] million in shares calculated at the midpoint of the range. terms of any Trading Policy (including any Blackout Period contained therein), (B) any underwriter lock-up agreement applicable to such Member (including any early release provisions contained therein) and (C) the waiver or expiration of any contractual lockup lock-up period relating to the shares of the Corporation PubCo (or any corresponding Units) that may be applicable to such MembersMember, each Member (other than Manager) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, (1) any Common Units that are subject to vesting conditions or the subject to Transfer of which is prohibited limitations pursuant to Section 10.07(bthis Agreement or an applicable Vesting Letter and (2) or Section 10.07(c) of this Agreementany Employee Units that are not Redeemable Employee Units) in whole or in part (the “Redemption Right”)) at any time and from time to time. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company Company, with a copy to the CorporationPubCo,. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two five (25) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager Managing Member in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided, and that the Redemption Notice may specify that the Redemption is to be contingent (including as to the timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender or exchange offer, an underwritten offering, a block sale offering or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Share Settlement into which the Redeemed Units and the transfer of the Class B Common Stock are exchangeable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock Share Settlement would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property property; provided, further that the Redeeming Member may withdraw or upon amend a Redemption Notice, in whole or in part, prior to the closing effectiveness of the Redemption, at any time prior to 5:00 p.m. New York City time, on the Business Day immediately preceding the Redemption Date (or occurrence any such later time as may be required by applicable Law) by delivery of a written notice of withdrawal to the Company (with a copy to Pubco), specifying (1) the number of withdrawn Units, (2) if any, the number of Units as to which the Redemption Notice remains in effect and (3) if the Redeeming Member so determines, a new Redemption Date or any other event, new or revised information permitted in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrenceNotice. Following receipt of the Redemption Notice, and in any such case specify event at least two (2) Business Days prior to the amount of cash or amount and type of property Redemption Date, PubCo shall deliver to be received by the Redeeming Member therein; provideda notice, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior specifying whether it elects to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, may change the number of Redeemed Units and/or settle the Redemption Date specified in such Redemption Notice to another number and/or date; provided, further, that in the event the Corporation elects with a Share Settlement or a Cash Settlement (an “Election Notice”). If the Election Notice specifies a Cash Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), then on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Endeavor Group Holdings, Inc.), Limited Liability Company Agreement (Endeavor Group Holdings, Inc.)

Redemption Right of a Member. (a) Each At any time and from time to time from and after the date of the IPO, and subject to (A) in the case of Service Provider Members, the terms of any applicable Award Agreement and any Black-Out Period and (B) the waiver or expiration of the lock-up period in the Corporation’s IPO or any other contractual lock-up period relating to the shares of the Corporation (or any corresponding Units) that may be applicable to such Member, each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, ) shall be entitled to cause the Company to redeem (a “Redemption”) all or a any portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section Sections 10.07(b), 10.07(c) or Section 10.07(c10.07(d) of this Agreement) in whole or in part (the “Redemption Right”). A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two three (23) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or that the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Ryan Specialty Group Holdings, Inc.), Limited Liability Company Agreement (Ryan Specialty Group Holdings, Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, ) shall be entitled to cause the Company to redeem (a “Redemption”) all or a any portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section Sections 10.07(b) or Section 10.07(c(c) of this Agreement) in whole or in part (the “Redemption Right”) at any time and from time to time following the waiver or expiration of any contractual lock-up period relating to the shares of the Corporation that may be applicable to such Member; provided, however, that Management Feeder shall not be entitled to cause a Redemption pursuant to this Article XI unless acting pursuant to a Redemption Request Notice (as defined in the Management Feeder LLC Agreement). A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two three (23) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or that the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 2 contracts

Samples: Limited Liability Company Agreement (GoHealth, Inc.), Limited Liability Company Agreement (GoHealth, Inc.)

Redemption Right of a Member. (a) 11.1.1 Each Member (other than the Corporation Managing Member and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, ) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”) at any time and from time to time and, to the extent applicable to such Member, following the waiver or expiration of the Lock-Up Period (as defined in the Stockholders’ Agreement), relating to the shares of the Managing Member that may be applicable to such Member. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy copies to the CorporationManaging Member. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two three (23) Business Days business days nor more than ten (10) business days after delivery of such Redemption Notice (unless and to the extent that the Manager Managing Member in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or that the Company, the Corporation Managing Member and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, provided further, however, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 11.3 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d)11.1.2, on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 2 contracts

Samples: Operating Agreement (Flyexclusive Inc.), Operating Agreement (EG Acquisition Corp.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, ) shall be entitled to cause the Company to redeem (a “Redemption”) all or a any portion of its Class A Common Units (excluding, for the avoidance of doubt, any Class A Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section Sections 10.07(b) or Section 10.07(c(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time and from time to time following the waiver or expiration of any contractual lock-up period relating to the shares of the Corporation that may be applicable to such Member. A If, after giving effect to the Redemption, a Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) would hold Class A Common Units with a Redeemed Units Equivalent less than $250,000, such Redeeming Member must redeem its remaining Class A Common Units within 30 days following the completion of such Redemption. A Redeeming Member shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Class A Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two three (23) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or that the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Bridge Investment Group Holdings Inc.), Limited Liability Company Agreement (Bridge Investment Group Holdings Inc.)

Redemption Right of a Member. (a) Each At any time and from time to time from and after the date of the IPO, and subject to (A) in the case of Service Provider Members, the terms of any applicable Award Agreement and any Black-Out Period and (B) the waiver or expiration of the lock-up period in the Corporation’s IPO or any other contractual lock-up period relating to the shares of the Corporation (or any corresponding Units) that may be applicable to such Member, each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, ) shall be entitled to cause the Company to redeem (a “Redemption”) all or a any portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section Sections 10.07(b), 10.07(c) or Section 10.07(c10.07(d) of this Agreement) in whole or in part (the “Redemption Right”). A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two three (23) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or that the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed RedemptionRedemption (provided, for the avoidance of doubt, that such condition to a Share Settlement, as applicable, shall create no obligation on the part of the Company or the Corporation to initiate or complete an underwritten distribution of such shares). Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 2 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from From and after the date of the IPO, and subject to (A) in the case of Service Provider Members, the terms of any applicable Award Agreement and any Trading Policy (including any Black-Out Period contained therein) and (B) the waiver or expiration of the Restricted Period or any other contractual lockup lock-up period relating to the shares of the Corporation PubCo (or any corresponding Units) that may be applicable to such MembersMember, each Member shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Class A Units (excluding, for the avoidance of doubt, excluding any Common Class A Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) conditions), in whole or in part (the “Redemption Right”)) at any time and from time to time. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (including in electronic form) (the “Redemption Notice”) to the Company Company, with a copy to the CorporationPubCo. The Redemption Notice shall specify the number of Common Class A Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two (2) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager Managing Member in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided, and that the Redemption Notice may specify that the Redemption is to be contingent (including as to the timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender or exchange offer, an underwritten offering, a block sale offering or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Share Settlement into which the Redeemed Units and the transfer of the Class B Common Stock are exchangeable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock Share Settlement would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other eventproperty; provided, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by further that the Redeeming Member therein; providedmay withdraw or amend a Redemption Notice, howeverin whole or in part, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified effectiveness of the Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing (including in electronic form) by each of themthe Company and PubCo, may change specifying (1) the number of Redeemed withdrawn Units, (2) if any, the number of Units and/or as to which the Redemption Notice remains in effect and (3) if the Redeeming Member so determines, a new Redemption Date specified in such Redemption Notice to another number and/or date; provided, further, that or any other new or revised information permitted in the Redemption Notice. Following receipt of the Redemption Notice, and in any event at least two (2) Business Days prior to the Corporation Redemption Date, PubCo shall deliver to the Redeeming Member a notice, specifying whether it elects to settle the Redemption with a Share Settlement or a Cash Settlement (an “Election Notice”). In the event an Election Notice is not delivered to the Redeeming Member at least two (2) Business Days prior to the Redemption Date, the Company will be deemed to have elected a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (McAfee Corp.), Limited Liability Company Agreement (McAfee Corp.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, NCM Inc.) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) from time to time. A Member desiring to exercise its Redemption Right (each, a the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company (with a copy to the CorporationNCM Inc.). The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends elects to have the Company redeem redeem, whether it intends to sell the shares of NCM Inc. common stock received in a Share Settlement in an underwritten public offering substantially simultaneously with the redemption of its Common Units, the number of shares to be sold at the initial closing of the offering (an “Underwritten Resale”), and a datethe date upon which the exercise of the Redemption Right shall occur, which date shall not be less than two three (23) Business Days nor more than ten (10) Business Days after delivery of such the Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive any such time period)date, on which exercise of the Redemption Right shall be completed (the a “Redemption Date”). Notwithstanding the foregoing sentence, and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by if the Redeeming Member therein; providedspecified an Underwritten Resale, however, thatand an underwriter is granted and exercises an over-allotment option, the Redeeming Member, by written notice at least Member shall deliver an amendment to its Redemption Notice (the “Redemption Notice Amendment”) specifying the number of additional Common Units that it elects to redeem to satisfy the over-allotment option exercise and a Redemption Date which shall not be less than one (1) Business Day prior to after the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each delivery of them, may change the number of Redeemed Units and/or the Redemption Date specified in Notice Amendment. Each Member delivering a Redemption Notice or Redemption Notice Amendment shall, simultaneously with the delivery of such Redemption Notice or Redemption Notice Amendment, deliver the certificates representing the Redeemed Units to another number and/or date; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by Company. Unless the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member has timely has delivered a Retraction Notice or a Termination Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d9.1(b), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):) (i) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (ii) the Company shall (x) cancel the Redeemed Units, (y) transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 9.1(b), and (z) issue to the Redeeming Member pursuant to Section 3.4(h) a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (i) of this Section 9.1(a) and the Redeemed Units.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (National CineMedia, Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, Corporation) shall be entitled to cause the Company to redeem (a “Redemption”) all or a any portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time. A Member desiring to exercise its Redemption Right (each, a the Redeeming Redeemed Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the CorporationCorporation (the date of the delivery of such Redemption Notice, the “Redemption Notice Date”). The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Redeemed Member intends to have the Company redeem and a date, not less than redeem. The Redemption shall be completed on the date that is two (2) Business Days following delivery of the applicable Redemption Notice, unless the Company elects to make the redemption payment by means of a Cash Settlement, in which case the Redemption shall be completed as promptly as practicable following delivery of the applicable Redemption Notice, but in any event, no more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time period)periods) (the date of such completion, on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify ; provided that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, Redeemed Member may change the number of Redeemed Units specified in such Redemption Notice and/or the Redemption Date to another number and/or date by mutual agreement signed in writing by each of them, may change the number of Redeemed Units and/or the Redemption Date specified in such ; provided further that a Redemption Notice to another number and/or date; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless Unless the Redeeming Redeemed Member timely has delivered a Retraction Notice as provided in Section 11.01(c11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):in

Appears in 1 contract

Samples: Limited Liability Company Agreement (Rice Energy Inc.)

Redemption Right of a Member. (a) Each Notwithstanding any provision to the contrary in the Agreement but subject to the terms of Section 10.08 and any other agreement between such Member and the Company, Pubco or any of their controlled Affiliates, and without the need for approval by the Managing Member or consent by any other Members, each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Pubco Members, ) shall be entitled to cause the Company to redeem (a “Redemption,” and, together with a Direct Exchange, as defined below, an “Exchange”) all or a any portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time following the expiration of any contractual lock-up period relating to the shares of Pubco that may be applicable to such Member; provided that the Managing Member may force a Member to exercise its Redemption Right at any time following the expiration of such contractual lock-up period if such member holds fewer than [•] LLC Units. A Member desiring to exercise its Redemption Right (each, a the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the CorporationPubco. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two ten (210) Business Days nor more than thirteen (13) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager Managing Member in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify ; provided that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offerCompany, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units Pubco and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, provided further that in the event the Corporation elects a Share Settlement, the Redemption Notice may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless Unless the Redeeming Member has timely has delivered a Retraction Notice as provided in Section 11.01(c10.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(d10.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):) (i) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all Liens, and (ii) the Company shall (x) cancel the Redeemed Units, (y) transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 10.01(b), and (z), if the Units are certificated, issue to the Redeeming Member a certificate for a number of Units equal to the difference (if any) between the number of Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (i) of this Section 10.01(a) and the Redeemed Units. Upon the Exchange of any Redeemed Units, an equal number of Class B Common Stock or Class C Common Stock, as applicable, held by the Redeeming Member shall be cancelled.

Appears in 1 contract

Samples: Limited Liability Company Agreement (TWFG, Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, Corporation) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Membership Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time following the expiration of any contractual lock-up period relating to the shares of the Corporation that may be applicable to such Member. A Member desiring to exercise its Redemption Right (each, a the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Membership Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two seven (27) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify ; provided that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, provided further that in the event the Corporation elects a Share Settlement, the Redemption Notice may be conditioned (including as to timing) by the Redeeming Member Corporation or the Company on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless Unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(d11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):) (i) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (ii) the Company shall (x) cancel the Redeemed Units, (y) transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), and (z), if the Units are certificated, issue to the Redeeming Member a certificate for a number of Membership Units equal to the difference (if any) between the number of Membership Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (i) of this Section 11.01(a) and the Redeemed Units.

Appears in 1 contract

Samples: Limited Liability Company Agreement (iPic Entertainment Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, ) shall be entitled to cause the Company to redeem (a “Redemption”) all or a any portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section Sections 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time and from time to time following the waiver or expiration of any contractual lock-up period relating to the shares of the Corporation that may be applicable to such Member. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two (2) three Business Days nor more than ten Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, provided that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or or the Redemption Date specified in such Redemption Notice to another number and/or dateor date by mutual agreement signed in writing by each of them; providedprovided further that, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 1 contract

Samples: Limited Liability Company Agreement (BRC Inc.)

Redemption Right of a Member. (a) Each Notwithstanding any provision to the contrary in the Agreement but subject to the terms of Section 10.02, Section 10.09, Section 10.11 and/or any other agreement between such Member and the Company, Pubco or any of their controlled Affiliates, and without the need for approval by the Managing Member or consent by any other Members, each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Pubco Members, ) shall be entitled to cause the Company to redeem (a “Redemption,” and, together with a Direct Exchange, as defined below, an “Exchange”) all or a any portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time following the expiration of any contractual lock-up period relating to the shares of Pubco that may be applicable to such Member; provided that the Managing Member may force a Member to exercise its Redemption Right at any time following the expiration of such contractual lock-up period if such member holds fewer than 100,000 Common Units. A Member desiring to exercise its Redemption Right (each, a the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the CorporationPubco. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two ten (210) Business Days nor more than thirteen (13) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager Managing Member in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify ; provided that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offerCompany, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units Pubco and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, provided further that in the event the Corporation elects a Share Settlement, the Redemption Notice may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless Unless the Redeeming Member has timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):as

Appears in 1 contract

Samples: Limited Liability Company Agreement (Weber Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, Corporation) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the subject to Transfer of which is prohibited limitations pursuant to Section 10.07(b) this Agreement or Section 10.07(c) of this Agreementany other agreement that would restrict such Redemption) in whole or in part (the “Redemption Right”)) at any time and from time to time, but only out of funds legally available therefor, following the waiver or expiration of any contractual lock-up period relating to the shares of the Corporation that may be applicable to such Member. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two seven (27) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify ; provided that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on (i) the Corporation and/or the Redeeming Member having entered into a valid and binding agreement with a third party for the sale of shares of Class A Common Stock that may be issued in connection with such proposed Redemption (whether in a tender or exchange offer, private sale or otherwise) and such agreement is subject to customary closing conditions for agreements of this kind and the delivery of the Class A Common Stock by the Corporation or the Redeeming Member, as applicable, to such third party, (ii) the closing of an announced merger, consolidation or other transaction or event in which the shares of Class A Common Stock that may be issued in connection with such proposed Redemption would be exchanged or converted or become exchangeable or convertible into cash or other securities or property and/or (iii) the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption; provided further, that in the event the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date not less than sixty (60) days after delivery of the applicable Redemption Notice. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d11.01(b) or (d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 1 contract

Samples: Limited Liability Company Agreement (I3 Verticals, Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from From and after the later of (i) one hundred eighty (180) days following the consummation of the IPO and (ii) January 1, 2020 (unless such time restriction is waived by the Managing Member in its sole discretion with respect to any proposed Redemption), and subject to (A) the terms of any Trading Policy (including any Blackout Period contained therein) and (B) the waiver or expiration of any contractual lockup lock-up period relating to the shares of the Corporation PubCo (or any corresponding Units) that may be applicable to such MembersMember, each Member (other than Manager) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, excluding (1) any Common Units that are subject to vesting conditions or the subject to Transfer of which is prohibited limitations pursuant to Section 10.07(bthis Agreement or an applicable Vesting Letter and (2) or Section 10.07(c) of this Agreementany Employee Units that are not Redeemable Employee Common Units) in whole or in part (the “Redemption Right”)) at any time and from time to time. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company Company, with a copy to the CorporationPubCo. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two (2) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager Managing Member in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided, and that the Redemption Notice may specify that the Redemption is to be contingent (including as to the timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender or exchange offer, an underwritten offering, a block sale offering or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Share Settlement into which the Redeemed Units and the transfer of the Class B Common Stock are exchangeable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock Share Settlement would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property property; provided, further that the Redeeming Member may withdraw or upon amend a Redemption Notice, in whole or in part, prior to the closing effectiveness of the Redemption, at any time prior to 5:00 p.m. New York City time, on the Business Day immediately preceding the Redemption Date (or occurrence any such later time as may be required by Applicable Law) by delivery of a written notice of withdrawal to the Company (with a copy to PubCo), specifying (1) the number of withdrawn Units, (2) if any, the number of Units as to which the Redemption Notice remains in effect and (3) if the Redeeming Member so determines, a new Redemption Date or any other event, new or revised information permitted in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrenceNotice. Following receipt of the Redemption Notice, and in any such case specify event at least two (2) Business Days prior to the amount of cash or amount and type of property Redemption Date, PubCo shall deliver to be received by the Redeeming Member therein; provideda notice, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior specifying whether it elects to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, may change the number of Redeemed Units and/or settle the Redemption Date specified in such Redemption Notice to another number and/or date; provided, further, that in the event the Corporation elects with a Share Settlement or a Cash Settlement (an “Election Notice”). If the Election Notice specifies a Cash Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), then on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 1 contract

Samples: Limited Liability Company Agreement (Endeavor Group Holdings, Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, Corporation) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the subject to Transfer of which is prohibited limitations pursuant to Section 10.07(b) this Agreement or Section 10.07(c) of this Agreementany other agreement that would restrict such Redemption) in whole or in part (the “Redemption Right”)) at any time and from time to time, but only out of funds legally available therefor, following the waiver or expiration of any contractual lock-up period relating to the shares of the Corporation that may be applicable to such Member. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member 40 intends to have the Company redeem and a date, not less than two seven (27) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify ; provided that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on (i) the Corporation and/or the Redeeming Member having entered into a valid and binding agreement with a third party for the sale of shares of Class A Common Stock that may be issued in connection with such proposed Redemption (whether in a tender or exchange offer, private sale or otherwise) and such agreement is subject to customary closing conditions for agreements of this kind and the delivery of the Class A Common Stock by the Corporation or the Redeeming Member, as applicable, to such third party, (ii) the closing of an announced merger, consolidation or other transaction or event in which the shares of Class A Common Stock that may be issued in connection with such proposed Redemption would be exchanged or converted or become exchangeable or convertible into cash or other securities or property and/or (iii) the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption; provided further, that in the event the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date not less than sixty (60) days after delivery of the applicable Redemption Notice. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d11.01(b) or (d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 1 contract

Samples: Limited Liability Company Agreement (I3 Verticals, Inc.)

Redemption Right of a Member. (a) Each Without the need for approval by the Managing Member (or consent by any other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, each Non-Pubco Member shall be entitled to cause the Company to redeem (a “Redemption”) all or a any portion of its Common LLC Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time; provided that the Managing Member may force a Member to exercise its Redemption Right at any time following the expiration of such contractual lock-up period if such member holds fewer than LLC Units. A Member desiring to exercise its Redemption Right (each, a the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to and Pubco in substantially the Corporationform of Exhibit A attached hereto. The Redemption Notice shall specify the number of Common LLC Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem (provided, that absent a waiver by the Managing Member, any such Redemption is for a minimum of the lesser of LLC Units or all of the LLC Units held by such Redeeming Member) and a date, not less than two three (23) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager Managing Member in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify ; provided that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offerCompany, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units Pubco and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, provided further that in the event the Corporation elects a Share Settlement, the Redemption Notice may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten or non-underwritten distribution or sale of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless Unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d10.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):) (i) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all Liens, and (ii) the Company shall (x) cancel the Redeemed Units, (y) transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 10.01(b), and (z) if the Units are certificated, issue to the Redeeming Member a certificate for a number of Units equal to the difference (if any) between the number of Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (i) of this Section 10.01(a) and the Redeemed Units.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Portillo's Inc.)

AutoNDA by SimpleDocs

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, ) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the subject to Transfer of which is prohibited limitations pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time and from time to time following the waiver or expiration of any contractual lock-up period relating to the shares of the Corporation that may be applicable to such Member. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two three (23) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or that the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 1 contract

Samples: Limited Liability Company Agreement (Shift4 Payments, Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, Blockers) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the subject to Transfer of which is prohibited limitations pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time and from time to time following the waiver or expiration of any contractual lock-up period relating to the shares of the Corporation that may be applicable to such Member. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two three (23) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or that the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on (i) the Corporation and/or the Redeeming Member having entered into a valid and binding agreement with a third party for the sale of shares of Class A Common Stock that may be issued in connection with such proposed Redemption (whether in a tender or exchange offer, private sale or otherwise) and such agreement is subject to customary closing conditions for agreements of this kind and the delivery of the Class A Common Stock by the Corporation or the Redeeming Member, as applicable, to such third party, (ii) the closing of an announced merger, consolidation or other transaction or event in which the shares of Class A Common Stock that may be issued in connection with such proposed Redemption would be exchanged or converted or become exchangeable or convertible into cash or other securities or property and/or (iii) the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d11.01(b) or (d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 1 contract

Samples: Limited Liability Company Agreement (Funko, Inc.)

Redemption Right of a Member. (a) Each Beginning six (6) months after the Effective Time, each Member (other than the Corporation and its Subsidiaries), from and after Corporation) shall have the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part right (the “Redemption Right”) to cause (i) the Company to redeem all or any portion of its Common Units in accordance with the provisions of this Agreement and (ii) the Corporation to redeem a corresponding portion of its shares of Voting Non-Economic Preferred Stock in accordance with the provisions of this Agreement and the Certificate of Designation (clauses (i) and (ii), together, a “Redemption”), in exchange for the Share Settlement; provided, however that the Corporate Board may, in its sole and absolute discretion and by majority vote, waive the application of the six (6)-month period described in this Section 11.01(a) to permit exercise of the Redemption Right at an earlier date. Notwithstanding the foregoing, a Redemption may be effected only if the Corporation has a sufficient number of authorized but unissued shares of Common Stock to issue the Share Settlement in connection with such Redemption (including following the amendment to the Corporation Certificate to increase the number of authorized shares of Common Stock). A Member desiring to To exercise its Redemption Right (eachRight, a Member (the Redeeming Redeemed Member”) shall exercise such right by giving give written notice (the “Redemption Notice”) to the Company with a copy to and the CorporationCorporation (the date of the delivery of such Redemption Notice, the “Redemption Notice Date”). The Redemption Notice shall specify (A) the number of Common Units (the “Redeemed Units”) that the Redeeming Redeemed Member intends to have the Company redeem (the “Redeemed Units”), and a date(B) the number of corresponding shares of Voting Non-Economic Preferred Stock that the Redeemed Member intends to have the Corporation redeem (the “Redeemed Shares”). Notwithstanding anything in this Agreement to the contrary, (1) any Redeemed Member must exercise the Redemption Right in respect of both Common Units and shares of Voting Non-Economic Preferred Stock held by such Redeemed Member and not less than two either Common Units or shares of Voting Non-Economic Preferred Stock separately, and (2) Business Days after delivery in no event shall any Redeemed Member be entitled to exercise the Redemption Right in respect of a number of Common Units and shares of Voting Non-Economic Preferred Stock that is inconsistent with the ratio specified in the definition of “Share Settlement” and any such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time period), on which exercise shall be automatically deemed an exercise of the Redemption Right in respect of the next highest number of Common Units or shares of Voting Non-Economic Preferred Stock, as applicable, that is consistent with such ratio and that results in a whole number of Common Units being redeemed in connection therewith. By way of example only, a Redeemed Member that holds 10 Common Units and 2 shares of Voting Non-Economic Preferred Stock may exercise the Redemption Right with respect to 10 Common Units and 2 shares of Voting Non-Economic Preferred Stock which would result in the issuance by the Corporation to such Redeemed Member of 10 shares of Common Stock as the Share Settlement for such Redemption, but if such Redeemed Member exercises the Redemption Right with respect to 5 Common Units and 1.5 shares of Voting Non-Economic Preferred Stock, then such Redeemed Member shall be completed (the “Redemption Date”), and may specify that automatically deemed to have exercised the Redemption is to be contingent (including as to timing) upon the consummation Right in respect of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of 8 Common Units and 1.6 shares of Class A Voting Non-Economic Preferred Stock and the Corporation would issue 8 shares of Common Stock issuable upon Redemption of to such Redeemed Member as the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable Share Settlement for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Liberty Tax, Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from From and after the later of (i) one hundred eighty (180) days following the consummation of the IPO and (ii) January 1, 2020 (unless such time restriction is waived by the Managing Member in its sole discretion with respect to any proposed Redemption), and subject to (A) the terms of any Trading Policy (including any Blackout Period contained therein) and (B) the waiver or expiration of any contractual lockup lock-up period relating to the shares of the Corporation PubCo (or any corresponding Units) that may be applicable to such MembersMember, each Member (other than Manager) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, (1) any Common Units that are subject to vesting conditions or the subject to Transfer of which is prohibited limitations pursuant to Section 10.07(bthis Agreement or an applicable Vesting Letter and (2) or Section 10.07(c) of this Agreementany Employee Units that are not Redeemable Employee Units) in whole or in part (the “Redemption Right”)) at any time and from time to time. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company Company, with a copy to the CorporationPubCo. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two (2) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager Managing Member in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided, and that the Redemption Notice may specify that the Redemption is to be contingent (including as to the timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender or exchange offer, an underwritten offering, a block sale offering or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Share Settlement into which the Redeemed Units and the transfer of the Class B Common Stock are exchangeable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock Share Settlement would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property property; provided, further that the Redeeming Member may withdraw or upon amend a Redemption Notice, in whole or in part, prior to the closing effectiveness of the Redemption, at any time prior to 5:00 p.m. New York City time, on the Business Day immediately preceding the Redemption Date (or occurrence any such later time as may be required by applicable Law) by delivery of a written notice of withdrawal to the Company (with a copy to PubCo), specifying (1) the number of withdrawn Units, (2) if any, the number of Units as to which the Redemption Notice remains in effect and (3) if the Redeeming Member so determines, a new Redemption Date or any other event, new or revised information permitted in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrenceNotice. Following receipt of the Redemption Notice, and in any such case specify event at least two (2) Business Days prior to the amount of cash or amount and type of property Redemption Date, PubCo shall deliver to be received by the Redeeming Member therein; provideda notice, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior specifying whether it elects to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, may change the number of Redeemed Units and/or settle the Redemption Date specified in such Redemption Notice to another number and/or date; provided, further, that in the event the Corporation elects with a Share Settlement or a Cash Settlement (an “Election Notice”). If the Election Notice specifies a Cash Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), then on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 1 contract

Samples: Limited Liability Company Agreement (Endeavor Group Holdings, Inc.)

Redemption Right of a Member. (ai) Each Subject to the provisions set forth in this Section 11.01, each Member holding Exchangeable Units (other than the Corporation and its Subsidiaries)Original Member, from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, if applicable) shall be entitled to cause the Company to redeem (a “Redemption”) all its Exchangeable Units at any time beginning on the date hereof, unless such Member has entered into a contractual lock-up agreement in connection with any Public Listing and relating to the shares of Canco that may be applicable to such Member, and then beginning on the date such lock-up agreement has been waived or a portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject terminated as it applies to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)such Member. A Member desiring to exercise its Redemption Right right (each, a the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy Manager and to the CorporationCanco. The Redemption Notice shall specify the number of Common Exchangeable Units (the Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two (2) Business Days after delivery of such Redemption Notice date (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time period), periods) on which exercise of the Redemption Right right shall be completed completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”), and may specify ; provided that the Redemption is to be contingent (including as to timingx) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, may change the number of Redeemed Units and/or if the Redemption Date specified occurs in such Redemption Notice to another number and/or date; provided, further, that in the event the Corporation elects a Share SettlementRestricted Taxable Year, the Redemption may Date must be conditioned (including as to timing) by a date that satisfies the Redeeming Member on the closing conditions of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d11.01(a)(ii), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):and

Appears in 1 contract

Samples: Operating Agreement

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, Blockers) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the subject to Transfer of which is prohibited limitations pursuant to this Agreement (including Section 10.07(b10.10) or Section 10.07(c) of this Agreementany other agreement) in whole or in part (the “Redemption Right”)) at any time and from time to time following the waiver or expiration of any contractual lock-up period relating to the shares of the Corporation that may be applicable to such Member. A Member desiring to exercise its 44 Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two three (23) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or that the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on (i) the Corporation and/or the Redeeming Member having entered into a valid and binding agreement with a third party for the sale of shares of Class A Common Stock that may be issued in connection with such proposed Redemption (whether in a tender or exchange offer, private sale or otherwise) and such agreement is subject to customary closing conditions for agreements of this kind and the delivery of the Class A Common Stock by the Corporation or the Redeeming Member, as applicable, to such third party, (ii) the closing of an announced merger, consolidation or other transaction or event in which the shares of Class A Common Stock that may be issued in connection with such proposed Redemption would be exchanged or converted or become exchangeable or convertible into cash or other securities or property and/or (iii) the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d11.01(b) or (d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 1 contract

Samples: Limited Liability Company Agreement

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from From and after the date that is the earlier of (i) one hundred eighty (180) days after the Restatement Date (unless such time restriction is waived by the Manager in its sole discretion with respect to any proposed Redemption; provided, that if such restriction is waived by the Manager with respect to any Member, such restriction shall be waived with respect to the SLP Investor, Riverwood Investors and Level Equity Investors to the same extent, taking into account the aggregate Common Units and shares of Class A Common Stock held by such SLP Investor, Riverwood Investors and Level Equity Investors) and (ii) any Lock-Up Period Early Release Date (with respect to Lock-Up Shares subject to the corresponding Lock-Up Period Early Release), and subject to (A) the terms of any Trading Policy (including any Blackout Period contained therein) and (B) the waiver or expiration of any contractual lockup lock-up period relating to the shares of the Corporation PubCo (or any corresponding Units) that may be applicable to such MembersMember (including pursuant to the Stockholders Agreement), each Member (other than PubCo) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, excluding any Common Units that are subject to vesting conditions or the subject to Transfer of which is prohibited limitations pursuant to Section 10.07(b) this Agreement or Section 10.07(c) of this Agreementan applicable Vesting Letter or Equity Incentive Plan and) in whole or in part (the “Redemption Right”)) at any time and from time to time. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company Company, with a copy to the CorporationPubCo. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two (2) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided, and that the Redemption Notice may specify that the Redemption is to be contingent (including as to the timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender or exchange offer, an underwritten offering, a block sale offering or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Share Settlement into which the Redeemed Units and the transfer of the Class B Common Stock are exchangeable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock Share Settlement would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property property; provided, further that the Redeeming Member may withdraw or upon amend a Redemption Notice, in whole or in part, prior to the closing effectiveness of the Redemption, at any time prior to 5:00 p.m. New York City time, on the Business Day immediately preceding the Redemption Date (or occurrence any such later time as may be required by Applicable Law) by delivery of a written notice of withdrawal to the Company (with a copy to PubCo), specifying (1) the number of withdrawn Units, (2) if any, the number of Units as to which the Redemption Notice remains in effect and (3) if the Redeeming Member so determines, a new Redemption Date or any other event, new or revised information permitted in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrenceNotice. Following receipt of the Redemption Notice, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice event at least one (1) Business Day Days prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice PubCo shall deliver to another number and/or date; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on a notice, specifying whether it elects to settle the closing of Redemption with a Share Settlement or a Cash Settlement (an underwritten distribution of “Election Notice”). If the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered Election Notice specifies a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d)Cash Settlement, then on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 1 contract

Samples: Limited Liability Company Agreement (Vacasa, Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, ) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the subject to Transfer of which is prohibited limitations pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time and from time to time following the waiver or expiration of any contractual lock-up period relating to the shares of the Corporation that may be applicable to such Member. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two three (23) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or that the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the 42 US-DOCS\114008886.14 number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 1 contract

Samples: Limited Liability Company Agreement (Shift4 Payments, Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, Corporation) shall be entitled to cause the Company to redeem (a “Redemption”) all or a any portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time. A Member desiring to exercise its Redemption Right (each, a the Redeeming Redeemed Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the CorporationCorporation (the date of the delivery of such Redemption Notice, the “Redemption Notice Date”). The Redemption Notice shall specify the number of Common Units (collectively, the “Redeemed Units”) that the Redeeming Redeemed Member intends to have the Company redeem redeem. The Redemption shall be completed on the date that is three (3) Business Days following delivery of the applicable Redemption Notice, unless the Company elects and is permitted to make the redemption payment by means of a dateCash Settlement, not less in which case the Redemption shall be completed as promptly as practicable following delivery of the applicable Redemption Notice, but in any event, no more than two ten (210) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole reasonable discretion agrees in writing to waive such time period)periods) (the date of such completion, on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify ; provided that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Redeemed Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement in writing signed by each of them; provided, further, provided further that in the event the Corporation elects a Share Settlement, the Redemption Notice that includes Redeemed Units that are to be redeemed for Class A Common Stock may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless Unless the Redeeming Redeemed Member timely has delivered a Retraction Notice as provided in Section 11.01(c11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(d)11.01(c) or the Corporation has elected to effect a Direct Exchange as provided in Section 11.03, on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):) (i) the Redeemed Member shall transfer and surrender the Redeemed Units to the Company and a corresponding number of shares of Class B Common Stock to the Corporation, in each case free and clear of all liens and encumbrances, (ii) the Company shall (x) cancel the Redeemed Units, (y) transfer to the Redeemed Member the consideration to which the Redeemed Member is entitled under Section 11.01(b), and (z) if the Units are certificated, issue to the Redeemed Member a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced by the certificate surrendered by the Redeemed Member pursuant to clause (i) of this Section 11.01(a) and the number of Redeemed Units and (iii) the Corporation shall cancel such shares of Class B Common Stock.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Amneal Pharmaceuticals, Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation PubCo and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, ) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Class A Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time and from time to time following the waiver or expiration of any contractual lock-up period relating to the shares of PubCo that may be applicable to such Member. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company Company, with a copy to the CorporationPubCo. The Redemption Notice shall specify the number of Class A Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two three (23) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided, and that the Redemption Notice may specify that the Redemption is to be contingent (including as to the timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender or exchange offer, an underwritten offering, a block sale offering or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Share Settlement into which the Redeemed Units and the transfer of the Class B Common Stock are exchangeable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock Share Settlement would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member thereinproperty; provided, howeverfurther, that, that the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation PubCo and the Redeeming Member, by mutual agreement signed in writing by each of themwritten agreement, may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 9.02 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c9.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d9.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 1 contract

Samples: Limited Liability Company Agreement (Milan Laser Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries) and each LLC Optionee (in connection with its exercise of an LLC Option), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Membersdate hereof, shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreementconditions) in whole or in part (the “Redemption Right”); provided, however, that the Redemption is for at least the Minimum Redemption Number; provided, further, that in the case of a Restricted Fiscal Year such Member may only exercise its Redemption Right on the Quarterly Redemption Date. A Member or LLC Optionee desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, (i) not less than two five (25) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice for a Redemption that occurs in a taxable year that is not a Restricted Fiscal Year or (ii) for a Quarterly Redemption Date for any Redemption that occurs in a Restricted Fiscal Year not less than sixty (60) days after delivery of the applicable Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 1 contract

Samples: Limited Liability Company Agreement (Intuitive Machines, Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, Corporation) shall be entitled to cause the Company to redeem (a “Redemption”) all or a any portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time. A Member desiring to exercise its Redemption Right (each, a the Redeeming Redeemed Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the CorporationCorporation (the date of the delivery of such Redemption Notice, the “Redemption Notice Date”). The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Redeemed Member intends to have the Company redeem and redeem. The Redemption shall be completed on the date that is three (3) Business Days following delivery of the applicable Redemption Notice, unless the Company elects to make the redemption payment by means of a dateCash Settlement, not less in which case the Redemption shall be completed as promptly as practicable following delivery of the applicable Redemption Notice, but in any event, no more than two ten (210) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole reasonable discretion agrees in writing to waive such time period)periods) (the date of such completion, on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify ; provided that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Redeemed Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement in writing signed by each of them; provided, further, provided further that in the event the Corporation elects a Share Settlement, the Redemption Notice may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless Unless the Redeeming Redeemed Member timely has delivered a Retraction Notice as provided in Section 11.01(c11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(d)11.01(c) or the Corporation has elected to effect a Direct Exchange as provided in Section 11.03, on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):) (i) the Redeemed Member shall transfer and surrender the Redeemed Units to the Company and a corresponding number of shares of Class B Common Stock to the Corporation, in each case free and clear of all liens and encumbrances, (ii) the Company shall (x) cancel the Redeemed Units, (y) transfer to the Redeemed Member the consideration to which the Redeemed Member is entitled under Section 11.01(b), and (z) if the Units are certificated, issue to the Redeemed Member a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced by the certificate surrendered by the Redeemed Member pursuant to clause (i) of this Section 11.01(a) and the Redeemed Units and (iii) the Corporation shall cancel such shares of Class B Common Stock.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Impax Laboratories Inc)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, Blockers) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time following the expiration of any contractual lock-up period relating to the shares of the Corporation that may be applicable to such Member. A Member desiring to exercise its Redemption Right (each, a the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two seven (27) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify ; provided that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, provided further that in the event the Corporation elects a Share Settlement, the Redemption Notice may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless Unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(d11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):) (i) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (ii) the Company shall (x) cancel the Redeemed Units, (y) transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), and (z), if the Units are certificated, issue to the Redeeming Member a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (i) of this Section 11.01(a) and the Redeemed Units.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Philadelphia Energy Solutions Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from From and after the date that is the earlier of (i) one hundred eighty (180) days after the Restatement Date (unless such time restriction is waived by the Managing Member in its sole discretion with respect to any proposed Redemption; provided, that if such restriction is waived by the Managing Member with respect to any Member, such restriction shall be waived with respect to the SLP Investor, Riverwood Investors and Level Equity Investors to the same extent, taking into account the aggregate Common Units and shares of Class A Common Stock held by such SLP Investor, Riverwood Investors and Level Equity Investors) and (ii) any Lock-Up Period Early Release Date (with respect to Lock-Up Shares subject to the corresponding Lock-Up Period Early Release), and subject to (A) the terms of any Trading Policy (including any Blackout Period contained therein) and (B) the waiver or expiration of any contractual lockup lock-up period relating to the shares of the Corporation PubCo (or any corresponding Units) that may be applicable to such MembersMember (including pursuant to the Stockholders Agreement), each Member (other than PubCo) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, excluding any Common Units that are subject to vesting conditions or the subject to Transfer of which is prohibited limitations pursuant to Section 10.07(b) this Agreement or Section 10.07(c) of this Agreementan applicable Vesting Letter or Equity Incentive Plan and) in whole or in part (the “Redemption Right”)) at any time and from time to time. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company Company, with a copy to the CorporationPubCo. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two (2) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager Managing Member in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided, and that the Redemption Notice may specify that the Redemption is to be contingent (including as to the timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender or exchange offer, an underwritten offering, a block sale offering or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Share Settlement into which the Redeemed Units and the transfer of the Class B Common Stock are exchangeable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock Share Settlement would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property property; provided, further that the Redeeming Member may withdraw or upon amend a Redemption Notice, in whole or in part, prior to the closing effectiveness of the Redemption, at any time prior to 5:00 p.m. New York City time, on the Business Day immediately preceding the Redemption Date (or occurrence any such later time as may be required by Applicable Law) by delivery of a written notice of withdrawal to the Company (with a copy to PubCo), specifying (1) the number of withdrawn Units, (2) if any, the number of Units as to which the Redemption Notice remains in effect and (3) if the Redeeming Member so determines, a new Redemption Date or any other event, new or revised information permitted in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrenceNotice. Following receipt of the Redemption Notice, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice event at least one (1) Business Day Days prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice PubCo shall deliver to another number and/or date; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on a notice, specifying whether it elects to settle the closing of Redemption with a Share Settlement or a Cash Settlement (an underwritten distribution of “Election Notice”). If the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered Election Notice specifies a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d)Cash Settlement, then on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 1 contract

Samples: Limited Liability Company Agreement (TPG Pace Solutions Corp.)

Redemption Right of a Member. (a) Each Notwithstanding any provision to the contrary in this Agreement, but subject to Section 3.02 and to any other agreement between such Member and the Company, Pubco or any of their controlled Affiliates, and without the need for the approval by the Managing Member or consent by any other Members, each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Pubco Members, ) holding LLC Units shall be entitled to cause the Company to redeem (a “Redemption”) all or a any portion of its Common such Member’s LLC Units, other than Unvested LLC Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time following the expiration of any contractual lock-up period relating to the shares of Pubco that may be applicable to such Member. A Member desiring to exercise its Redemption Right (each, a the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the CorporationPubco. The Redemption Notice shall specify the number of Common LLC Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two ten (210) Business Days nor more than thirteen (13) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager Managing Member in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify ; provided that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offerCompany, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units Pubco and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, provided further that in the event the Corporation elects a Share Settlement, the Redemption Notice may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless Unless the Redeeming Member has timely has delivered a Retraction Notice as provided in Section 11.01(c10.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(d), 10.01(c) on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):) (i) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all Liens, and (ii) the Company shall (x) cancel the Redeemed Units, (y) transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 10.01(b), and (z), if the LLC Units are certificated, issue to the Redeeming Member a certificate for a number of LLC Units equal to the difference (if any) between the number of LLC Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (i) of this Section 10.01(a) and the Redeemed Units (i.e., the number of LLC Units the Redeeming Member will hold, if any, after the Redemption Date).

Appears in 1 contract

Samples: Limited Liability (Xponential Fitness, Inc.)

Redemption Right of a Member. (a) Each Subject to the terms and conditions in this Section 11.01 hereof (including, without limitation, the limitations set forth in Section 11.01(a)(iv)), each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, ) shall be entitled to cause the Company to redeem (a “Redemption”) all or a any portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time and from time to time following the earlier of (x) the date that is the six (6)-month anniversary of the Closing Date and (y) the date after the closing on which the Corporation consummates a Change of Control Transaction that results in all of the Corporation’s stockholders having the right to exchange their Class A Common Stock for cash, securities or other property. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two (2) three Business Days nor more than ten Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager Board of Managers in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, provided that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or or the Redemption Date specified in such Redemption Notice to another number and/or dateor date by mutual agreement signed in writing by each of them; provided, ,further, that in the event the Corporation elects Redemption Date occurs in a Share SettlementRestricted Taxable Year, the Redemption may Date must be conditioned a Quarterly Redemption Date not less than sixty (including as to timing60) by the Redeeming Member on the closing of an underwritten distribution days after delivery of the shares of Class A Common Stock that may be issued in connection with such proposed Redemptionapplicable Redemption Notice. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 1 contract

Samples: Business Combination Agreement (Digital Transformation Opportunities Corp.)

Redemption Right of a Member. (a) Each At any time and from time to time from and after the date of the IPO, and subject to (A) in the case of Service Provider Members, the terms of any applicable Award Agreement and any Black-Out Period and (B) the waiver or expiration of the lock-up period in the Corporation’s IPO or any other contractual lock-up period relating to the shares of the Corporation (or any corresponding Units) that may be applicable to such Member, each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, ) shall be entitled to cause the Company to redeem (a “Redemption”) all or a any portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section Sections 10.07(b), 10.07(c) or Section 10.07(c10.07(d) of this Agreement) in whole or in part (the “Redemption Right”). A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two three (23) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or that the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that 50 may be issued in connection with such proposed RedemptionRedemption (provided, for the avoidance of doubt, that such condition to a Share Settlement, as applicable, shall create no obligation on the part of the Company or the Corporation to initiate or complete an underwritten distribution of such shares). Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ryan Specialty Group Holdings, Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, ) shall be entitled to cause the Company to redeem (a “Redemption”) all or a any portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time and from time to time following the waiver or expiration of any contractual lock-up period relating to the shares of the Corporation that may be applicable to such Member. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two three (23) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or that the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 1 contract

Samples: Limited Liability Company Agreement (Yesway, Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, Corporation) shall be entitled to cause the Company to redeem (a “Redemption”) all or a any portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time. A Member desiring to exercise its Redemption Right (each, a the Redeeming Redeemed Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the CorporationCorporation (the date of the delivery of such Redemption Notice, the “Redemption Notice Date”). The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Redeemed Member intends to have the Company redeem and redeem. The Redemption shall be completed on the date that is three (3) Business Days following delivery of the applicable Redemption Notice, unless the Company elects to make the redemption payment by means of a dateCash Settlement, not less in which case the Redemption shall be completed as promptly as practicable following delivery of the applicable Redemption Notice, but in any event, no more than two ten (210) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time period)periods) (the date of such completion, on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify ; provided that the Company, the Corporation and the Redeemed Member may change the number of Redeemed Units and/or the Redemption is Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that a Redemption Notice may be contingent conditioned on (including as to timingA) upon the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption or (B) the consummation of a purchase by or exchange with another Person (whether in a tender or exchange offer, an underwritten offering, a block sale offering or otherwise) of shares of Class A Common Stock issuable upon Redemption of for which the Redeemed Units and the transfer of the Class B Common Stock are redeemable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon property. Unless the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(d)11.01(c) or the Corporation has elected to effect a Direct Exchange as provided in Section 11.03, on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):) (i) the Redeemed Member shall transfer and surrender the Redeemed Units to the Company and a corresponding number of shares of Class B Common Stock to the Corporation, in each case free and clear of all liens and encumbrances, (ii) the Company shall (x) cancel the Redeemed Units, (y) transfer to the Redeemed Member the consideration to which the Redeemed Member is entitled under Section 11.01(b), and (z) if the Units are certificated, issue to the Redeemed Member a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced by the certificate surrendered by the Redeemed Member pursuant to clause (i) of this Section 11.01(a) and the Redeemed Units and (iii) the Corporation shall cancel such shares of Class B Common Stock.

Appears in 1 contract

Samples: Limited Liability Company Agreement (BJ Services, Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup period relating to the shares of the Corporation that may be applicable to such Members, Corporation) shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) in whole or in part (the “Redemption Right”)) at any time and from time to time following the Effective Time in accordance with this Section 11.01. A Member desiring to exercise its Redemption Right (each, a the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify (i) the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem redeem, (ii) whether the Redeeming Member is electing a Share Settlement or a Cash Settlement and (iii) a date, not less than two five (25) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time period), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify ; provided that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, may change the number of Redeemed Units Units, the requested settlement method and/or the Redemption Date specified in such Redemption Notice to another number number, settlement method and/or date; provided, further, that in date by written notice delivered on or prior to the event the Corporation elects a Share Settlement, Business Day immediately preceding the Redemption Date; provided further that a Redemption Notice may be conditioned condition a Redemption on (including as to timingA) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):Class

Appears in 1 contract

Samples: Limited Liability Company Agreement (Bioventus Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from From and after the date of the IPO, and subject to (A) in the case of Management Holders, the terms of any applicable Award Agreement and any Trading Policy (including any Black-Out Period contained therein) and (B) the waiver or expiration of any restricted period or any other contractual lockup lock-up period relating to the shares of the Corporation PubCo (or any corresponding Units) that may be applicable to such MembersMember, each Member shall be entitled to cause the Company to redeem (a “Redemption”) all his, her or a portion of its Common Units (excluding, for the avoidance of doubt, excluding any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement) conditions), in whole or in part (the “Redemption Right”)) at any time and from time to time. A Member desiring to exercise his, her or its Redemption Right (each, a “Redeeming Member) shall exercise such right by giving written notice (including in electronic form) (the “Redemption Notice) to the Company Company, with a copy to the CorporationPubCo. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units) that the Redeeming Member intends to have the Company redeem and a date, not less than two three (23) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager Managing Member in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date); provided, and that the Redemption Notice may specify that the Redemption is to be contingent (including as to the timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender or exchange offer, an underwritten offering, a block sale offering or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Share Settlement into which the Redeemed Units and the transfer of the Class B Common Stock are exchangeable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock Share Settlement would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other eventproperty; provided, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by further that the Redeeming Member therein; providedmay withdraw or amend a Redemption Notice, howeverin whole or in part, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified effectiveness of the Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing (including in electronic form) by each of themthe Company and PubCo, may change specifying (1) the number of Redeemed withdrawn Units, (2) if any, the number of Units and/or as to which the Redemption Notice remains in effect and (3) if the Redeeming Member so determines, a new Redemption Date specified in such Redemption Notice to another number and/or date; provided, further, that or any other new or revised information permitted in the Redemption Notice. Following receipt of the Redemption Notice, and in any event at least two (2) Business Days prior to the Corporation Redemption Date, PubCo shall deliver to the Redeeming Member a notice, specifying whether it elects to settle the Redemption with a Share Settlement or a Cash Settlement (an “Election Notice”). In the event an Election Notice is not delivered to the Redeeming Member at least two (2) Business Days prior to the Redemption Date, the Company will be deemed to have elected a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ensemble Health Partners, Inc.)

Redemption Right of a Member. (a) Each Member (other than the Corporation and its Subsidiaries), from and after the expiration of any contractual lockup lock-up period relating to the shares of the Corporation that may be applicable to such Members, Member shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreementconditions) in whole or in part (the “Redemption Right”); provided, that if such a Member elects to cause the Redemption of less than 250,000 Common Units, then such Member shall be required to deliver the Redemption Notice with respect to such Redemption during the first fifteen (15) Business Days of any calendar quarter. A Member desiring to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than two five (25) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periodperiods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”), and may specify that the Redemption is to be contingent (including as to timing) upon the consummation of a purchase by or exchange with another Person (whether in a tender offer, an underwritten offering, a block sale or otherwise) of shares of Class A Common Stock issuable upon Redemption of the Units and the transfer of the Class B Common Stock or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property or upon the closing or occurrence of any other event, in which case the Redemption shall be consummated immediately prior to and contingent upon such closing or occurrence, and in any such case specify the amount of cash or amount and type of property to be received by the Redeeming Member therein; provided, however, that, the Redeeming Member, by written notice at least one (1) Business Day prior to the previously specified Redemption Date, or the Company, the Corporation and the Redeeming Member, by mutual agreement signed in writing by each of them, Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or datedate by mutual agreement signed in writing by each of them; provided, further, that in the event the Corporation elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03 and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 1 contract

Samples: Limited Liability Company Agreement (Marketwise, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.