Common use of Redemption Right of a Member Clause in Contracts

Redemption Right of a Member. (a) Notwithstanding any provision to the contrary in the Agreement but subject to the terms of Section 10.02 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 Pubco Members) shall be entitled to cause the Company to redeem (a “Redemption”) all or any portion of its Units (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 LLC Units. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to Pubco. The Redemption Notice shall specify the number of Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than ten (10) Business Days nor more than thirteen (13) Business Days after delivery of such Redemption Notice (unless and to the extent that the Managing Member in its sole discretion agrees in writing to waive such time periods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided that the Company, Pubco and the Redeeming Member may change the number of Redeemed Units and/or the Redemption 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 conditioned by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may

Appears in 2 contracts

Samples: Limited Liability Company Agreement (BRP Group, Inc.), Management Incentive Unit Agreement (BRP Group, Inc.)

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Redemption Right of a Member. (a) Notwithstanding any provision to the contrary in the Agreement but subject to the terms of Section 10.02 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 Each Member (other than the Pubco MembersPubCo and its Subsidiaries) shall be entitled to cause the Company to redeem (a “Redemption”) all its Common Units (excluding, for the avoidance of doubt, any unvested Units or any portion Common Units the Transfer of its Units which is prohibited) in whole or in part (the “Redemption Right”) at any time and from time to time following the waiver or expiration of any contractual applicable 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 LLC Units. A Member desiring to exercise its Redemption Right (the each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to PubcoPubCo. 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 ten three (103) Business Days nor more than thirteen ten (1310) Business Days after delivery of such Redemption Notice (unless and to the extent that the Managing Member Manager in its sole discretion agrees in writing to waive such time periods), on which exercise of the Redemption Right shall be completed (provided that, if the Redemption Notice does not include a Redemption Date, the Redemption Date shall be three (3) Business Days after delivery of such Redemption Notice) (the “Redemption Date”); provided provided, that the Company, Pubco PubCo and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further provided, further, that in the event PubCo 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 maymay be issued in connection with such proposed Redemption, subject to the terms of the Registration Rights Agreement. Subject to Section ‎9.03 and unless the Redeeming Member has revoked or delayed a Redemption as provided in this ‎Article IX, 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 (Falcon's Beyond Global, Inc.), Tax Receivable Agreement (FAST Acquisition Corp. II)

Redemption Right of a Member. (a) Notwithstanding any provision to From and after the contrary in later of (i) one hundred eighty (180) days following the Agreement but subject to consummation of the terms of Section 10.02 and/or any other agreement between IPO and (ii) January 1, 2022 (unless such Member and the Company, Pubco or any of their controlled Affiliates, and without the need for approval 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 SL Member and the KKR Member to the same extent), and subject to (A) the terms of any Trading Policy (including any Blackout Period contained therein) and (B) the waiver or consent by expiration of any other Memberscontractual lock-up period relating to the shares of PubCo (or any corresponding Units) that may be applicable to such Member, each Member (other than the Pubco MembersManager) shall be entitled to cause the Company to redeem (a “Redemption”) all its Common Units (excluding (1) any Common Units that are subject to vesting conditions or subject to Transfer limitations pursuant to this Agreement or an applicable Vesting Letter and (2) any portion of its 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; provided, that after one hundred eighty (180) days following the expiration consummation of the IPO and prior to January 1, 2022, the KKR Member shall be permitted to elect to make one or more Redemptions over any thirty (30) day period to the extent such Redemptions represent in the aggregate more than two (2) percent (2%) of the total interests in partnership capital or profits in the Company within the meaning of Treas. Reg. Section 1.7704-1(e)(2); provided, further, that, notwithstanding anything else contained herein, a Redemption of any contractual lock-up period relating to Unit(s) contemplated by the shares of Pubco that may preceding proviso, shall not be applicable to such Member; provided that permitted unless the Managing KKR Member may force a Member to exercise its Redemption Right at any time following provides the expiration Company with ten (10) days prior written notice of such contractual lockRedemption and the Company (acting reasonably, and after consultation with advisors for the KKR Member) has determined in good faith that such Redemption will not cause the Company (x) to fail to qualify for the safe harbor in Treas. Reg. Section 1.7704-up period if 1(j) or (y) otherwise to be treated as a publicly traded partnership (within the meaning of Section 7704 of the Code and the regulations thereunder) (it being agreed that, under current law and regulations, a “block transfer” within the meaning of Treasury Regulation Section 1.7704-1(e)(2) would not cause the Company to fail to qualify for such member holds fewer than 100,000 LLC Unitssafe harbor or to otherwise be treated as a publicly traded partnership). A Member desiring to exercise its Redemption Right (the a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company Company, with a copy to PubcoPubCo. 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 ten two (102) Business Days nor more than thirteen ten (1310) Business Days after delivery of such Redemption Notice (unless and to the extent that the Managing Member in its sole discretion agrees in writing to waive such time periods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided provided, that the CompanyRedemption Notice may specify that the Redemption is to be contingent (including as to the timing) upon the consummation of a purchase by another Person (whether in a tender or exchange offer, Pubco and an underwritten offering or otherwise) of the Share Settlement into which the Redeemed Units are exchangeable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Share Settlement would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property; provided, further that the Redeeming Member may change withdraw or amend a Redemption Notice, in whole or in part, prior to the 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 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 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 or any other new or revised information permitted in the Redemption Notice. Following receipt of the Redemption Notice, and in any event at least one (1) Business Days prior to the 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”). If the Election Notice specifies a Cash Settlement, then on the Redemption Date specified in such Redemption Notice (to another number and/or date by mutual agreement signed in writing by each be effective immediately prior to the close of them; provided further that a Redemption Notice may be conditioned by the Redeeming Member business on the closing of an underwritten distribution of the shares of Class A Common Stock that mayRedemption 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) Notwithstanding any provision to the contrary in the this Agreement but subject to the terms of Section 10.02 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 Non-Pubco Member (other than the Pubco Members) shall be entitled to cause the Company to redeem (a “Redemption,”) all or any portion of its Units (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 Membertime; 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 LLC Units. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to Pubco; provided, that any Member Exchange Notice (as defined in the Aggregator LLC Agreement) which occurs pursuant to Section 6.2(b)(iii) of the Aggregator LLC Agreement shall constitute a Redemption Notice hereunder. The Redemption Notice shall specify the number of Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than ten (10) Business Days nor more than thirteen (13) Business Days after delivery of such Redemption Notice (unless and to the extent that the Managing Member in its sole discretion agrees in writing to waive such time periods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided that the Company, Pubco and the Redeeming Member may change the number of Redeemed Units and/or the Redemption 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 conditioned by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that maymay be issued in connection with such proposed Redemption. Unless the Redeeming Member has timely delivered a Retraction Notice as provided in Section 10.01(b) or has revoked or delayed a Redemption as provided in Section 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 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 2 contracts

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

Redemption Right of a Member. (a) Notwithstanding any provision to the contrary in the Agreement but subject to the terms of Section 10.02 10.02, Section 10.09 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 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 any portion of its Units (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 LLC Units. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to Pubco. The Redemption Notice shall specify the number of Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than ten (10) Business Days nor more than thirteen (13) Business Days after delivery of such Redemption Notice (unless and to the extent that the Managing Member in its sole discretion agrees in writing to waive such time periods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided that the Company, Pubco and the Redeeming Member may change the number of Redeemed Units and/or the Redemption 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 conditioned by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that may

Appears in 2 contracts

Samples: Limited Liability Company Agreement (BRP Group, Inc.), Management Incentive Unit Agreement (BRP Group, Inc.)

Redemption Right of a Member. (a) Notwithstanding any provision to the contrary in the Agreement but subject to the terms of Section 10.02 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 11.1.1 Each Member (other than the Pubco MembersManaging Member and its Subsidiaries) shall be entitled to cause the Company to redeem (a “Redemption”) all its Class B Units in whole or any portion of its Units in part (the “Redemption Right”) at any time and from time to time following the waiver or expiration of any contractual lock-up period the Lock- Up Period (as defined in the bylaws of the Managing Member), relating to the shares of Pubco the Managing Member that may be applicable to such Member; provided that the Managing Member may force a Member , subject 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 LLC UnitsSection 8.5. A Member desiring to exercise its Redemption Right (the each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to Pubcothe Managing Member. The Redemption Notice shall specify the number of Class B Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than ten three (103) Business Days nor more than thirteen ten (1310) Business Days after delivery of such Redemption Notice (unless and to the extent that the Managing Member in its sole discretion agrees in writing to waive such time periods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided provided, that the Company, Pubco the Managing Member and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further provided, further, that if the Redemption Date for any Redemption with respect to which the Managing Member does not elect to provide a Cash Settlement falls within any Black-Out Period, then the Redemption Notice shall occur on the next Business Day following the end of such Black-Out Period; provided, further, that in the event the Managing Member 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 maymay be issued in connection with such proposed Redemption; provided, further, that to the extent a Redemption is made in connection with the Redeeming Member’s proper exercise of its rights to participate in a Piggyback Registration pursuant to Section 3(a) of the Registration Rights Agreement, the Redemption Date shall be the date on which the offering with respect to such Piggyback Registration is completed. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.1.4, on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date): 11.1.1.1 the Redeeming Member shall Transfer and surrender, free and clear of all liens and encumbrances the Redeemed Units to the Company (including any certificates representing the Redeemed Units if they are certificated); 11.1.1.2 the Managing Member shall, in accordance with Section 6.2(a) of the Certificate of Incorporation of the Managing Member, select one share of Class C Common Stock held by the Redeeming Member for each Redeemed Unit, which share will automatically and without further

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (System1, Inc.)

Redemption Right of a Member. (a) Notwithstanding any provision to the contrary in the Agreement but subject Subject to the terms of and conditions in this Section 10.02 and/or any other agreement between such Member and 11.01 hereof (including, without limitation, the Company, Pubco or any of their controlled Affiliates, and without the need for approval by the Managing Member or consent by any other Memberslimitations set forth in Section 11.01(a)(iv)), each Member (other than the Pubco MembersCorporation and its Subsidiaries) shall be entitled to cause the Company to redeem (a “Redemption”) all or any portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that 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 and from time 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 earlier of such contractual lock-up period if such member holds fewer than 100,000 LLC Units(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 (the each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to Pubcothe 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 ten (10) three Business Days nor more than thirteen (13) ten Business Days after delivery of such Redemption Notice (unless and to the extent that the Managing Member Board of Managers in its sole discretion agrees in writing to waive such time periods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided that that, the Company, Pubco the Corporation and the Redeeming Member may change the number of Redeemed Units and/or or the Redemption Date specified in such Redemption Notice to another number and/or or date by mutual agreement signed in writing by each of them; provided further provided, further, that in the event the Redemption Date occurs in a Restricted Taxable Year, the Redemption Notice may Date must be conditioned by a Quarterly Redemption 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(d), on the closing Redemption Date (to be effective immediately prior to the close of an underwritten distribution of business on the shares of Class A Common Stock that mayRedemption Date):

Appears in 1 contract

Samples: Limited Liability Company Agreement (American Oncology Network, Inc.)

Redemption Right of a Member. (a) Notwithstanding any provision to the contrary in the Agreement but subject to the terms of Section 10.02 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 Each Member (other than the Pubco MembersCorporation) shall be entitled to cause the Company to redeem (a “Redemption”) all its Common Units in whole or any portion of its Units 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 Pubco the Corporation 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 LLC Units. A Member desiring to exercise its Redemption Right (the each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to Pubcothe 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 41 date, not less than ten seven (107) Business Days nor more than thirteen ten (1310) Business Days after delivery of such Redemption Notice (unless and to the extent that the Managing Member Manager in its sole discretion agrees in writing to waive such time periods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided that the Company, Pubco the Corporation and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further provided, further, that a Redemption Notice may be conditioned by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that maymay be issued in connection with such proposed Redemption. 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(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 (Camping World Holdings, Inc.)

Redemption Right of a Member. (a) Notwithstanding any provision to the contrary in the Agreement but subject to the terms of Section 10.02 and/or any other agreement between such Member and the Company, Pubco or any of their controlled Affiliates, and without Without the need for approval by the Managing Member or consent by any other Members, each Non-Pubco Member (other than the Pubco Members) shall be entitled to cause the Company to redeem (a “Redemption”) all or any portion of its LLC Units that are not subject to vesting (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 Membertime; provided that the Managing Member may force a Member to exercise its Redemption Right at any time following the expiration of such a contractual lock-up period if such member holds fewer than 100,000 4,000 LLC Units. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with and Pubco in substantially the form of Exhibit A attached hereto; provided, that any Member Exchange Notice (as defined in the Management Holdings LLC Agreement) which occurs pursuant to Section 9.01 of the Management Holdings LLC Agreement shall constitute a copy to PubcoRedemption Notice hereunder. The Redemption Notice shall specify the number of LLC Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem (provided, that absent a waiver by the Managing Member or anything to the contrary in Section 9.01 of the Management Holdings LLC Agreement, any such Redemption is for a minimum of the lesser of 4,000 LLC Units or all of the LLC Units held by such Redeeming Member) and a date, not less than ten five (105) Business Days nor more than thirteen ten (1310) Business Days after delivery of such Redemption Notice (unless and to the extent that the Managing Member in its sole discretion agrees in writing to waive such time periods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided that the Company, Pubco and the Redeeming Member may change the number of Redeemed Units and/or the Redemption 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 conditioned 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 maymay be issued in connection with such proposed Redemption. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 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 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 (Definitive Healthcare Corp.)

Redemption Right of a Member. (a) Notwithstanding any provision to the contrary in the Agreement but subject to the terms of Section 10.02 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 11.1.1 Each Member (other than the Pubco MembersManaging Member and its Subsidiaries) shall be entitled to cause the Company to redeem (a “Redemption”) all its Common Units in whole or any portion of its Units 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 any contractual lockthe Lock-up period Up Period (as defined in the Lock-Up Agreement), relating to the shares of Pubco the Managing Member 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 LLC Units. A Member desiring to exercise its Redemption Right (the each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy copies to Pubcothe Managing 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 ten three (103) Business Days nor more than thirteen ten (1310) Business Days after delivery of such Redemption Notice (unless and to the extent that the Managing Member in its sole discretion agrees in writing to waive such time periods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided provided, that the Company, Pubco the Managing Member and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further provided, further, that a 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 maymay be issued in connection with such proposed Redemption. Subject to Section 11.3 and unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.1.2, on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date):

Appears in 1 contract

Samples: Operating Agreement (Sky Harbour Group Corp)

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Redemption Right of a Member. (a) Notwithstanding any provision Subject to the contrary in the Agreement but subject to (i) the terms of Section 10.02 and/or any other agreement between Trading Policy (including any Black-Out Period contained therein) and (ii) the waiver or expiration of any contractual lock-up period relating to the shares of PubCo (or any corresponding Units) that may be applicable to such Member and (including pursuant to the Company, Pubco or any of their controlled Affiliates, and without the need for approval by the Managing Member or consent by any other MembersGovernance Agreement), each Member (other than the Pubco MembersPubCo) shall be entitled to cause the Company to redeem (a “Redemption”) all its Common Units (excluding any Common Units that are subject to vesting conditions or any portion of its Units subject to Transfer limitations pursuant to this Agreement or an applicable Award Agreement or Equity Incentive Plan) in whole or in part (the “Redemption Right”) at any time following the expiration of any contractual lock-up period relating and from time 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 LLC Unitstime. A Member desiring to exercise its Redemption Right (the a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company Company, with a copy to PubcoPubCo. The Redemption Notice shall specify (i) the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than ten two (102) Business Days nor more than thirteen ten (1310) Business Days after delivery of such Redemption Notice (unless and to the extent that the Managing Member in its sole discretion agrees in writing to waive such time periods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided that ) and (ii) if the Company, Pubco and Redeemed Units are to be issued other than in the name of the Redeeming Member may change Member, the number name(s) of Redeemed Units and/or the Redemption Date specified Person(s) 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 conditioned by the Redeeming Member whose name or on the closing of an underwritten distribution of whose order the shares of Class A Common Stock are to be issued; provided, that may(A) if, as of the date of the Redemption Notice, the sum of (x) the aggregate amount of PubCo’s cash balance plus (y) the aggregate amount of any outstanding loans made by PubCo to the Company pursuant to the Cash Management Policy exceeds One Hundred Million Dollars ($100,000,000) (as determined by the Managing Member in good faith), then the Redemption Date shall be deemed to be the date that is thirty (30) days following the date of the Election Notice (as defined below) and (B) the Redemption Notice may specify that the Redemption is to be contingent (including as to the timing) upon the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or otherwise) of the Share Settlement into which the Redeemed Units are exchangeable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Share Settlement would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property; provided, further that the Redeeming Member may withdraw or amend a Redemption Notice, in whole or in part, prior to the 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 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 new or revised information permitted in the Redemption Notice. Following receipt of the Redemption Notice, and in any event at least one (1) Business Day prior to the 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”). If the Election Notice specifies a 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 (TKO Group Holdings, Inc.)

Redemption Right of a Member. (a) Notwithstanding any provision to the contrary in the Agreement but subject to the terms of Section 10.02 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 Each Member (other than the Pubco MembersCorporation and its Subsidiaries) and each LLC Optionee (in connection with its exercise of an LLC Option), from and after the expiration of any contractual lock-up period relating to the shares of the Corporation that may be applicable to such Member shall be entitled to cause the Company to redeem (a “Redemption”) all its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions) in whole or any portion of its Units 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 provided, however, that the Managing Redemption is for at least the Minimum Redemption Number; provided, further, that in the case of a Restricted Fiscal Year such Member may force a Member to only exercise its Redemption Right at any time following on the expiration of such contractual lock-up period if such member holds fewer than 100,000 LLC UnitsQuarterly Redemption Date. A Member or LLC Optionee desiring to exercise its Redemption Right (the each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to Pubcothe 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 five (5) Business Days nor more than ten (10) Business Days nor more than thirteen (13) 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 Managing Member Manager in its sole discretion agrees in writing to waive such time periods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided that provided, however, that, the Company, Pubco the Corporation and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date 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 maymay 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: Registration Rights Agreement (Inflection Point Acquisition Corp.)

Redemption Right of a Member. (a) Notwithstanding any provision to the contrary in the Agreement but subject to the terms of Section 10.02 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 11.1.1 Each Member (other than the Pubco MembersManaging Member and its Subsidiaries) shall be entitled to cause the Company to redeem (a “Redemption”) all its Common Units in whole or any portion of its Units in part (the “Redemption Right”) at any time and from time to time following the waiver or expiration of any contractual lockthe Lock-up period Up Period (as defined in the Stockholders’ Agreement), relating to the shares of Pubco the Managing Member 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 LLC Units. A Member desiring to exercise its Redemption Right (the each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to Pubcothe Managing 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 ten three (103) Business Days nor more than thirteen ten (1310) Business Days after delivery of such Redemption Notice (unless and to the extent that the Managing Member in its sole discretion agrees in writing to waive such time periods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided provided, that the Company, Pubco the Managing Member and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further provided, further, that in the event the Managing Member 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 maymay be issued in connection with such proposed Redemption. Subject to Section 11.3 and unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.1.4, 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 Operating Agreement (AST SpaceMobile, Inc.)

Redemption Right of a Member. (a) Notwithstanding any provision Subject to the contrary in provisions of the Agreement but subject to the terms of Section 10.02 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 MembersRegistration Rights Agreement, each Member (other than the Pubco Membersand its Subsidiaries) shall be entitled to cause the Company to redeem (a “Redemption”) all or any portion of its Common Units (excluding, for the avoidance of doubt, any Unvested Units or Common Units the Transfer of which is prohibited pursuant to Sections 10.07(b) and (c)) (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; 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 LLC Units. A Member desiring to exercise its Redemption Right (the each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to Pubco. The Redemption Notice shall (i) contain a representation and warranty of the Redeeming Member stating that he, she or they do not possess any material non-public information with respect to Pubco and (ii) 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 ten (10) three Business Days nor more than thirteen (13) 10 Business Days after delivery of such Redemption Notice (unless and to the extent that the Managing Member in its sole discretion Manager agrees in writing to waive such time periods), on which exercise of the Redemption Right shall be completed (provided that, if the Redemption Notice does not include a Redemption Date, the Redemption Date shall be three Business Days after delivery of such Redemption Notice) (the “Redemption Date”); provided provided, that the Company, Pubco and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further provided, further, that in the event Pubco 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 maymay 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 (Symbotic Inc.)

Redemption Right of a Member. (a) Notwithstanding any provision to the contrary in the Agreement but subject to the terms of Section 10.02 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 Each Member (other than the Pubco Members) Corporation and its Subsidiaries), from and after the expiration of any contractual lock-up period relating to the shares of the Corporation that may be applicable to such Member shall be entitled to cause the Company to redeem (a “Redemption”) all its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions) in whole or any portion of its Units in part (the “Redemption Right”) at any time following ); provided, that if such a Member elects to cause the expiration Redemption of less than [ 🌑 ] 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 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 LLC Unitscalendar quarter]. A Member desiring to exercise its Redemption Right (the each, a “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to Pubcothe 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 ten five (105) Business Days nor more than thirteen ten (1310) Business Days after delivery of such Redemption Notice (unless and to the extent that the Managing Member Manager in its sole discretion agrees in writing to waive such time periods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided that provided, however, that, the Company, Pubco the Corporation and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date 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 maymay 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: Joinder Agreement (Ascendant Digital Acquisition Corp.)

Redemption Right of a Member. (a) Notwithstanding any provision to the contrary in the Agreement but subject to the terms of Section 10.02 and/or any other agreement between such Member and the Company, Pubco or any of their controlled Affiliates, and without Without the need for approval by the Managing Member or consent by any other Members, each Non-Pubco Member (other than the Pubco Members) shall be entitled to cause the Company to redeem (a “Redemption”) all or any portion of its LLC Units (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 Membertime; 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 50,000 LLC Units. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to Pubcoand Pubco in substantially the form of Exhibit A attached hereto. The Redemption Notice shall specify the number of 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 50,000 LLC Units or all of the LLC Units held by such Redeeming Member) and a date, not less than ten three (103) Business Days nor more than thirteen ten (1310) Business Days after delivery of such Redemption Notice (unless and to the extent that the Managing Member in its sole discretion agrees in writing to waive such time periods), on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided that the Company, Pubco and the Redeeming Member may change the number of Redeemed Units and/or the Redemption 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 conditioned by the Redeeming Member on the closing of an underwritten distribution of the shares of Class A Common Stock that mayWEIL:\98138660\9\68083.0004

Appears in 1 contract

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

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