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: (a) The Selling Member may present a bona fide written offer from a different third party purchaser (the “Replacement Purchaser”) to the remaining Members in accordance with this Section 12.4, provided that the Replacement Purchaser offer must be presented to the remaining Members on or before 5:00 p.m. Eastern Time on the fifth business day following the Selling Member’s receipt of notice that the sale of its Company Interest to the Original Purchaser was not approved. The remaining Members shall have the right for a period of sixty (60) days from receipt of such written offer to elect to accept such written offer on the same terms and conditions applicable to such Replacement Purchaser. (b) In the event that (I) (X) the Selling Member does not present a written offer from a Replacement Purchaser, (Y) the remaining Members do not elect to purchase the Selling Member’s Company Interest or (Z) a sale of the Selling Member’s Company Interest to the Replacement Purchaser is not approved and (II) the Selling Member elects to continue its attempt to sell its Company Interest, the Selling Member and the remaining Members will engage an independent third party appraiser (“Appraiser”) to determine the Market Value of the Selling Member’s Company Interest. In the event the Members do not agree on the Market Value set by the Appraiser of the Selling Member’s Company Interest, either Member may elect to resolve the dispute in accordance with Article XVI hereof. (c) Upon failure of the Disposition procedures outlined in Sections 12.4(a) and (b), the remaining Members shall have the option to either: (i) purchase the Selling Member’s Company Interest for a purchase price equal to such remaining Members’ per capita share of the lesser of (x) the fair Market Value determined by the Appraiser or (y) the lowest third party written offer previously presented to the remaining Members by the Selling Member or (ii) dissolve the Company. Unless the remaining Members elect to purchase the Selling Member’s Company Interest pursuant to Section 12.4(c)(i) or the Selling Member elects to discontinue the sale of its Company Interest pursuant to Section 12.4(d), the Members hereby unanimously and expressly agree in advance to dissolve the Company pursuant to Section 12.4(c)(ii). (d) A Selling Member that (i) elects to sell its Company Interest pursuant to this Section 12.4 and presents a third party offer shall be entitled to discontinue its effort to sell its Company Interest at any time. However, in the event of discontinuance of its attempt to sell its Company Interest, such Member shall not be entitled to attempt to sell its Company Interest again pursuant to this Section 12.4 during a period of one hundred eighty (180) days beginning on the day it elects in writing to the other Members to discontinue its attempt to sell its Company Interest.

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: (a) The Selling Member may present a bona fide written offer from a different third party purchaser (the “Replacement "Purchaser”") to the remaining Members Member in accordance with this Section 12.4, 12.4 provided that the Replacement Purchaser offer must be presented to the remaining Members on or before 5:00 p.m. Eastern Central Time on the fifth business day following the Selling Member’s 's receipt of notice that the sale of its Company Interest to the Original Purchaser was not approved. The remaining Members Member shall have the right for a period of sixty (60) days from receipt of such written offer to elect to accept such written offer on the same terms and conditions applicable to such Replacement Purchaser. (b) In the event that (I) (X) the Selling Member does not present a written offer from a Replacement Purchaser, (Y) the remaining Members do Member does not elect to purchase the Selling Member’s 's Company Interest or (Z) a sale of the Selling Member’s 's Company Interest to the Replacement Purchaser is not approved and (II) the Selling Member elects to continue its attempt to sell its Company Interestinterest, the Selling Member and the remaining Members Member will engage an independent a third party appraiser (“"Appraiser”") to determine the Market Value of the Selling Member’s 's Company Interest. In the event the Members do not agree on the Market Value set by the Appraiser of the Selling Member’s 's Company Interest, either Member may elect to resolve the dispute in accordance with Article XVI 16 hereof. (c) Upon failure of the Disposition procedures outlined in Sections 12.4(a) and (b), the The remaining Members Member shall have the option to either: (i) purchase the Selling Member’s 's Company Interest for a purchase price equal to such remaining Members’ Member's per capita share of the lesser of (x) the fair Market Value determined by the Appraiser or (y) the lowest third party written offer previously presented to the remaining Members Member by the Selling Member Member; or (ii) dissolve the Company. Unless the remaining Members elect Member elects to purchase the Selling Member’s 's Company Interest pursuant to Section 12.4(c)(i1 2.4(c)(i) hereof, or the Selling Member elects to discontinue the sale of its Company Interest pursuant to Section 12.4(d)12.4(d)below, the Members hereby unanimously and expressly agree in advance to dissolve the Company pursuant to Section 12.4(c)(ii). (d) A Selling Member that (i) elects to sell its Company Interest pursuant to this Section 12.4 and presents a third party offer shall be entitled to discontinue its effort to sell its Company Interest at any time. However, in the event of discontinuance of its attempt to sell its Company Interest, such Member shall not be entitled to attempt to sell its Company Interest again pursuant to this Section 12.4 during a period of one hundred eighty (180) days beginning on the day it elects in writing to the other Members to discontinue its attempt to sell its Company InterestInterest and ending on the 180th day following such election.

Third Party Disposition Procedures. (i) A Member Stockholder (the “Selling MemberStockholder”) may sell all or any of its Company Interest Shares to any bona fide third 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), (iiA) the Selling Member Stockholder has received a bona fide offer from such third party (a “bona fide” offer, for purposes of this clause, shall be an offer from a third party having the financial capabilities to meet the obligations of the Selling Stockholder under this Agreement and having the business experience and expertise reasonably necessary to further the business objectives of the Company as set by the Board); (B) the Selling Stockholder allows the remaining Members Stockholders collectively to match the bona fide third party offer, ; and (iiiC) each Member approves such Disposition is subject to the sale Stockholder Veto Right. Notwithstanding anything herein to the contrary, no Stockholder may make any Disposition of any Shares or any interest therein (whether or not such Disposition is a Permitted Disposition hereunder) to a Person unless and until such Person executes and delivers to the 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 Agreementa Joinder Agreement in accordance with Section 13 hereof. To satisfy clause (iiA) above, the Selling Member Stockholder shall present a written offer to the remaining MembersStockholders, through the Executive CommitteeBoard, stating the name of the proposed third party purchaser (purchaser, the “Original Purchaser”) proposed price 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 other basic 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: (a) The Selling Member may present a bona fide written offer from a different third party purchaser (the “Replacement Purchaser”) to the remaining Members in accordance with this Section 12.4, provided that the Replacement Purchaser offer must be presented to the remaining Members on or before 5:00 p.m. Eastern Time on the fifth business day following the Selling Member’s receipt of notice that the sale of its Company Interest to the Original Purchaser was not approvedterms. The remaining Members Stockholders shall have the right for a period of sixty (60) days from receipt of such written offer to elect to accept such written offer on the same terms and conditions applicable to such Replacement Purchaserproposed purchaser or to exercise their Stockholder Veto Right (in which case, unless otherwise agreed in writing among the remaining Stockholders, the remaining Stockholders shall have the right to purchase the Shares of the Selling Stockholder pro rata based on the number of Shares owned by the remaining Stockholders). If a Stockholder Veto Right is exercised and the Selling Stockholder elects to proceed with the Disposition of its Shares, then the remaining Stockholders shall have the right to purchase the Selling Stockholder’s Shares by accepting the terms and conditions applicable to the proposed third-party purchaser. If the remaining Stockholders decline to accept such terms and conditions, then the Stockholder who exercised the Stockholder Veto Right shall be required to accept the terms and conditions applicable to the proposed third-party purchaser. (bii) In the event that (I) (X) all of the remaining Stockholders do not desire to accept such offer to purchase such Shares from the Selling Member does not present a written offer from a Replacement Purchaser, (Y) the remaining Members do not elect to purchase the Selling Member’s Company Interest or (Z) a sale of the Selling Member’s Company Interest to the Replacement Purchaser is not approved and (II) the Selling Member elects to continue its attempt to sell its Company Interest, the Selling Member and the remaining Members will engage an independent third party appraiser (“Appraiser”) to determine the Market Value of the Selling Member’s Company Interest. In the event the Members do not agree on the Market Value set by the Appraiser of the Selling Member’s Company Interest, either Member may elect to resolve the dispute in accordance with Article XVI hereof. (c) Upon failure of the Disposition procedures outlined in Sections 12.4(a) and (b)Stockholder, the remaining Members shall have Stockholder or Stockholders who wish to purchase such Shares may do so at the option to either: (i) purchase proposed price, pro rata based on the Selling Member’s Company Interest for a purchase price equal to number of Shares held by such remaining Members’ per capita share Stockholders unless otherwise agreed in writing among such remaining Stockholders, subject to approval of a majority of the lesser Representatives of the non-selling Stockholders. The Stockholder Veto Right and right of first refusal contained in this Section 3(d) shall expire upon (xA) the fair Market Value determined by the Appraiser closing of an IPO, or (yB) the lowest third party written offer previously presented to merger or consolidation of the remaining Members by Company with or into any other Person other than a transaction in which the Selling Member or (ii) dissolve the Company. Unless the remaining Members elect to purchase the Selling Member’s Company Interest pursuant to Section 12.4(c)(i) Shares are not affected or the Selling Member elects to discontinue Stockholders, as a result of the sale conversion of its Company Interest pursuant to Section 12.4(d)their Shares in such transaction, the Members hereby unanimously and expressly agree in advance to dissolve the Company pursuant to Section 12.4(c)(ii). (d) A Selling Member that (i) elects to sell its Company Interest pursuant to this Section 12.4 and presents a third party offer shall be entitled to discontinue its effort to sell its Company Interest at any time. However, in the event of discontinuance of its attempt to sell its Company Interest, such Member shall not be entitled to attempt to sell its Company Interest again pursuant to this Section 12.4 during a period of own one hundred eighty percent (180100%) days beginning on of the day it elects in writing to equity interests of the other Members to discontinue its attempt to sell its Company Interestsurviving or resulting entity.

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: (a) The Selling Member may present a bona fide written offer from a different third party purchaser (the “Replacement Purchaser”) to the remaining Members Member in accordance with this Section 12.4, 12.4 provided that the Replacement Purchaser offer must be presented to the remaining Members on or before 5:00 p.m. Eastern Central Time on the fifth business day following the Selling Member’s receipt of notice that the sale of its Company Interest to the Original Purchaser was not approved. The remaining Members Member shall have the right for a period of sixty (60) days from receipt of such written offer to elect to accept such written offer on the same terms and conditions applicable to such Replacement Purchaser. (b) In the event that (I) (X) the Selling Member does not present a written offer from a Replacement Purchaser, (Y) the remaining Members do Member does not elect to purchase the Selling Member’s Company Interest or (Z) a sale of the Selling Member’s Company Interest to the Replacement Purchaser is not approved and (II) the Selling Member elects to continue its attempt to sell its Company Interestinterest, the Selling Member and the remaining Members Member will engage an independent a third party appraiser (“Appraiser”) to determine the Market Value of the Selling Member’s Company Interest. In the event the Members do not agree on the Market Value set by the Appraiser of the Selling Member’s Company Interest, either Member may elect to resolve the dispute in accordance with Article XVI 16 hereof. (c) Upon failure of the Disposition procedures outlined in Sections 12.4(a) and (b), the The remaining Members Member shall have the option to either: (i) purchase the Selling Member’s Company Interest for a purchase price equal to such remaining Members’ Member’s per capita share of the lesser of (x) the fair Market Value determined by the Appraiser or (y) the lowest third party written offer previously presented to the remaining Members Member by the Selling Member Member; or (ii) dissolve the Company. Unless the remaining Members elect Member elects to purchase the Selling Member’s Company Interest pursuant to Section 12.4(c)(i1 2.4(c)(i) hereof, or the Selling Member elects to discontinue the sale of its Company Interest pursuant to Section 12.4(d)12.4(d)below, the Members hereby unanimously and expressly agree in advance to dissolve the Company pursuant to Section 12.4(c)(ii). (d) A Selling Member that (i) elects to sell its Company Interest pursuant to this Section 12.4 and presents a third party offer shall be entitled to discontinue its effort to sell its Company Interest at any time. However, in the event of discontinuance of its attempt to sell its Company Interest, such Member shall not be entitled to attempt to sell its Company Interest again pursuant to this Section 12.4 during a period of one hundred eighty (180) days beginning on the day it elects in writing to the other Members to discontinue its attempt to sell its Company InterestInterest and ending on the 180th day following such election.