Roll-Up Transactions. Section 18.1 In connection with any proposed Roll-Up Transaction, an appraisal of all of the Company’s assets shall be obtained from a competent Independent Expert. The Company’s assets shall be appraised on a consistent basis, and the appraisal shall be based on the evaluation of all relevant information and shall indicate the value of the assets as of a date immediately prior to the announcement of the proposed Roll-Up Transaction. The appraisal shall assume an orderly liquidation of the assets over a 12-month period. The terms of the engagement of the Independent Expert shall clearly state that the engagement is for the benefit of the Company and the Members. A summary of the appraisal, indicating all material assumptions underlying the appraisal, shall be included in a report to Members in connection with a proposed Roll-Up Transaction. If the appraisal will be included in a Prospectus of the Company used to offer the securities of a Roll-Up Entity, the appraisal will be filed as an exhibit to the registration statement with the Commission and with any state where such securities are registered. In connection with a proposed Roll-Up Transaction, the Person sponsoring the Roll-Up Transaction shall offer to holder of Shares who vote against the proposed Roll-Up Transaction the choice of:
Appears in 3 contracts
Samples: Limited Liability Company Operating Agreement (CNL Strategic Capital, LLC), Limited Liability Company Operating Agreement (CNL Strategic Capital, LLC), Limited Liability Company Operating Agreement (CNL Strategic Capital, LLC)
Roll-Up Transactions. Section 18.1 In connection with any proposed Roll-Up Roll‑Up Transaction, an appraisal of all of the Company’s 's assets shall be obtained from a competent Independent Expert. The Company’s 's assets shall be appraised on a consistent basis, and the appraisal shall be based on the evaluation of all relevant information and shall indicate the value of the assets as of a date immediately prior to the announcement of the proposed Roll-Up Roll‑Up Transaction. The appraisal shall assume an orderly liquidation of the assets over a 12-month 12‑month period. The terms of the engagement of the Independent Expert shall clearly state that the engagement is for the benefit of the Company and the Members. A summary of the appraisal, indicating all material assumptions underlying the appraisal, shall be included in a report to Members in connection with a proposed Roll-Up Roll‑Up Transaction. If the appraisal will be included in a Prospectus of the Company used to offer the securities of a Roll-Up Entity, the appraisal will be filed as an exhibit to the registration statement with the Commission and with any state where such securities are registered. In connection with a proposed Roll-Up Roll‑Up Transaction, the Person sponsoring the Roll-Up Roll‑Up Transaction shall offer to holder of Shares who vote against the proposed Roll-Up Roll‑Up Transaction the choice of:
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (CNL Strategic Capital, LLC)
Roll-Up Transactions. Section 18.1 19.1 In connection with any proposed Roll-Up Transaction, an appraisal of all of the Company’s assets shall be obtained from a competent an Independent Expert. The Company’s assets shall be appraised on a consistent basis, and the appraisal shall be based on the evaluation of all relevant information and shall indicate the value of the assets as of a date immediately prior to the announcement of the proposed Roll-Up Transaction. The appraisal shall assume an orderly liquidation of the assets over a 12-month period. The terms of the engagement of the Independent Expert shall clearly state that the engagement is for the benefit of the Company and the Members. A summary of the appraisal, indicating all material assumptions underlying the appraisal, shall be included in a report to Members in connection with a proposed Roll-Up Transaction. If the appraisal will be included in a Prospectus of the Company prospectus used to offer the securities of a Roll-Up Entity, the appraisal will be filed as an exhibit to the registration statement with the Securities and Exchange Commission and with any state where such securities are registered. In connection with a proposed Roll-Up Transaction, the Person sponsoring the Roll-Up Transaction shall offer to holder of Shares who vote against the proposed Roll-Up Transaction the choice of:
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Greenbacker Renewable Energy Co LLC)
Roll-Up Transactions. Section 18.1 In connection with any proposed Roll-Up Transaction, an appraisal of all of the Company’s 's assets shall be obtained from a competent Independent Expert. The Company’s 's assets shall be appraised on a consistent basis, and the appraisal shall be based on the evaluation of all relevant information and shall indicate the value of the assets as of a date immediately prior to the announcement of the proposed Roll-Up Transaction. The appraisal shall assume an orderly liquidation of the assets over a 12-month period. The terms of the engagement of the Independent Expert shall clearly state that the engagement is for the benefit of the Company and the Members. A summary of the appraisal, indicating all material assumptions underlying the appraisal, shall be included in a report to Members in connection with a proposed Roll-Up Transaction. If the appraisal will be included in a Prospectus of the Company used to offer the securities of a Roll-Up Entity, the appraisal will be filed as an exhibit to the registration statement with the Commission and with any state where such securities are registered. In connection with a proposed Roll-Up Transaction, the Person sponsoring the Roll-Up Transaction shall offer to holder of Shares who vote against the proposed Roll-Up Transaction the choice of:
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (CNL Strategic Capital, LLC)