Common use of Redemption Right of a Member Clause in Contracts

Redemption Right of a Member. (a) Each Member (other than NCM Inc.) shall be entitled to cause the Company to redeem its Common Units (the “Redemption Right”) from time to time. 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 NCM Inc.). 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, which is not less than seven (7) Business Days nor more than 10 Business Days after delivery of the Redemption Notice, on which exercise of the Redemption Right shall be completed (the “Redemption Date”). Unless the Redeeming Member has timely delivered a Retraction Notice as provided in Section 9.1(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 3 contracts

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

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Redemption Right of a Member. (aA) Each Member (other than NCM Inc.) shall be entitled to cause the Company to redeem its Common Units (the “Redemption Right”) from time to time. 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 NCM Inc.). 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, which is not less than seven (7) Business Days nor more than 10 Business Days after delivery of the Redemption Notice, on which exercise of the Redemption Right shall be completed (the “Redemption Date”). Unless the Redeeming Member has timely delivered a Retraction Notice as provided in Section 9.1(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 CompanyTRANSFER AND SURRENDER THE REDEEMED UNITS TO THE COMPANY, free and clear of all liens and encumbrancesFREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES, and AND (iiII) the Company shall THE COMPANY SHALL (xX) cancel the Redeemed UnitsCANCEL THE REDEEMED UNITS, (yY) transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 9.1(bTRANSFER TO THE REDEEMING MEMBER THE CONSIDERATION TO WHICH THE REDEEMING MEMBER IS ENTITLED UNDER SECTION 9.1(B), and AND (zZ) issue to the Redeeming Member pursuant to Section 3.4(hISSUE TO THE REDEEMING MEMBER PURSUANT TO SECTION 3.4(H) a certificate for a number of Common Units equal to the difference A CERTIFICATE FOR A NUMBER OF COMMON UNITS EQUAL TO THE DIFFERENCE (if anyIF ANY) between the number of Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause BETWEEN THE NUMBER OF COMMON UNITS EVIDENCED BY THE CERTIFICATE SURRENDERED BY THE REDEEMING MEMBER PURSUANT TO CLAUSE (iI) of this Section 9.1(a) and the Redeemed Units.OF THIS SECTION 9.1(A)

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Marquee Holdings Inc.), Limited Liability Company Operating Agreement (Amc Entertainment Inc)

Redemption Right of a Member. (a) Each Member (other than NCM Inc.Holdings) shall be entitled to cause the Company to redeem (a “Redemption”) its Common Units (the “Redemption Right”) from at any time to timefollowing the expiration of the lock-up period under the lock-up agreement, dated as of July 12, 2013, executed by RIHI. 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 NCM Inc.)Holdings. 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, which is not less than seven (7) Business Days nor more than 10 ten (10) Business Days after delivery of the Redemption Notice, on which exercise of the Redemption Right shall be completed (the “Redemption Date”). Unless the Redeeming Member timely has timely delivered a Retraction Notice as provided in Section 9.1(b11.1(b) or has revoked or delayed a Redemption as provided in Section 11.1(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 9.1(b11.1(b), and (z) ), if the Units are certificated, 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(a11.1(a) and the Redeemed Units.

Appears in 1 contract

Samples: Limited Liability Company Agreement (RE/MAX Holdings, Inc.)

Redemption Right of a Member. (a) Each Member (other than NCM Inc.Holdings) shall be entitled to cause the Company to redeem (a “Redemption”) its Common Units (the “Redemption Right”) from at any time to timefollowing the expiration of the lock-up period under the lock-up agreement, dated as of July 12, 2013, executed by RIHI. 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 NCM Inc.)Holdings. 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, which is not less than seven (7) Business Days nor more than 10 ten (10) Business Days after delivery of the Redemption Notice, on which exercise of the Redemption Right shall be completed (the “Redemption Date”). Unless the Redeeming Member timely has timely delivered a Retraction Notice as provided in Section 9.1(b11.1(b) or has revoked or delayed a Redemption as provided in Section 11.1(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 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.and

Appears in 1 contract

Samples: Limited Liability Company Agreement (RE/MAX Holdings, Inc.)

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Redemption Right of a Member. (a) Each Member (other than NCM Inc.Holdings) shall be entitled to cause the Company to redeem (a “Redemption”) its Common Units (the “Redemption Right”) from at any time to timefollowing the expiration of the lock-up period under the lock-up agreements, dated as of [•], 2013, executed by each of WP and RIHI. 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 NCM Inc.)Holdings. 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, which is not less than seven (7) Business Days nor more than 10 ten (10) Business Days after delivery of the Redemption Notice, on which exercise of the Redemption Right shall be completed (the “Redemption Date”). Unless the Redeeming Member timely has timely delivered a Retraction Notice as provided in Section 9.1(b11.1(b) or has revoked or delayed a Redemption as provided in Section 11.1(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 9.1(b11.1(b), and (z) ), if the Units are certificated, 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(a11.1(a) and the Redeemed Units.

Appears in 1 contract

Samples: Limited Liability Company Agreement (RE/MAX Holdings, Inc.)

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