Common use of Third Party Disposition Procedures Clause in Contracts

Third Party Disposition Procedures. A Member (the “Selling Member”) may sell all of its Company Interest to any bona fide third party purchaser permitted to be a member of a limited liability company under the Act, for cash or other consideration, provided that (i) such Member first complies in good faith with the provisions of Section 12.3(a), (ii) the Selling Member allows the remaining Members to match the bona fide third party offer, and (iii) each Member approves the sale of such Company Interest to such third party purchaser and of such third party becoming an Additional Member, which approval may be granted by such Members at their sole discretion reasonably exercised. No such third party purchaser may become an Additional Member without execution of an Admission Agreement. To satisfy clause (ii) above, the Selling Member shall present a written offer to the remaining Members, through the Executive Committee, stating the name of the proposed third party purchaser (the “Original Purchaser”) and all the terms and conditions of the proposed offer, including sales price. The non-selling Members, for a period of sixty (60) days from receipt of such written offer, shall have the right to elect to accept such written offer on the same terms and conditions applicable to the Original Purchaser. In the event that (A) the remaining Members do not elect to purchase the Company Interest from the Selling Member, (B) the remaining Members do not approve the sale of such Company Interest to the Original Purchaser, and (C) the Selling Member elects to continue its attempt to sell such Company Interest, the following procedure shall apply:

Third Party Disposition Procedures. A Member (the “Selling Member”) may sell all of its Company Interest to any bona fide third party purchaser permitted to be a member of a limited liability company under the Act, for cash or other consideration, provided that (i) such Member first complies in good faith with the provisions of Section 12.3(a), ) above (ii) the Selling Member allows the remaining Members Member to match the bona fide third party offer, and (iii) each Member approves the sale of such Company Interest to such third party purchaser and of such third party becoming an Additional Member, which approval may be granted by such Members Member at their its sole discretion reasonably exercised. No such third party purchaser may become an Additional Member without execution of an Admission Agreement. To satisfy clause (ii) above, the Selling Member shall present a written offer to the remaining MembersMember, through the Executive Committee, stating the name of the proposed third party purchaser (the “Original Purchaser”) and all the terms and conditions of the proposed offer, including sales price. The non-selling Members, Member shall have the right for a period of sixty (60) days from receipt of such written offer, shall have the right offer to elect to accept such written offer on the same terms and conditions applicable to the Original Purchaser. such proposed purchaser In the event that (A) the remaining Members do Member does not elect to purchase the Company Interest from the Selling Member, (B) the remaining Members do Member does not approve the sale of such Company Interest to the Original Purchaser, and (C) the Selling Member elects to continue its attempt to sell such Company Interest, and the date of such rejection or failure to approve a sale hereunder is after December 31, 2010 (otherwise the Selling Member shall have no right to sell its interest hereunder) the following procedure shall apply:

Third Party Disposition Procedures. A Member (the “"Selling Member”") may sell all of its Company Interest to any bona fide third party purchaser permitted to be a member of a limited liability company under the Act, for cash or other consideration, provided that (i) such Member first complies in good faith with the provisions of Section 12.3(a), ) above (ii) the Selling Member allows the remaining Members Member to match the bona fide third party offer, and (iii) each Member approves the sale of such Company Interest to such third party purchaser and of such third party becoming an Additional Member, which approval may be granted by such Members Member at their its sole discretion reasonably exercised. No such third party purchaser may become an Additional Member without execution of an Admission Agreement. To satisfy clause (ii) above, the Selling Member shall present a written offer to the remaining MembersMember, through the Executive Committee, stating the name of the proposed third party purchaser (the “Original "Purchaser”") and all the terms and conditions of the proposed offer, including sales price. The non-selling Members, Member shall have the right for a period of sixty (60) days from receipt of such written offer, shall have the right offer to elect to accept such written offer on the same terms and conditions applicable to the Original Purchaser. such proposed purchaser In the event that (A) the remaining Members do Member does not elect to purchase the Company Interest from the Selling Member, (B) the remaining Members do Member does not approve the sale of such Company Interest to the Original Purchaser, and (C) the Selling Member elects to continue its attempt to sell such Company Interest, and the date of such rejection or failure to approve a sale hereunder is after December 31, 2010 (otherwise the Selling Member shall have no right to sell its interest hereunder) the following procedure shall apply: