Common use of Transfers of Ownership Interests upon Resignation of a Member Clause in Contracts

Transfers of Ownership Interests upon Resignation of a Member. 9.5.1 In the event that any Member shall resign while owning an Ownership Interest, such Ownership Interest shall be offered to the other Members and the Company pursuant to the procedures set forth in Section 9.7. If, at the end of the Final Member Option Period (as defined in Section 9.7.2 below), any Ownership Interest remains which has not been purchased by the other Members, the Company may purchase all of such remaining Ownership Interest from the resigned Member as it so chooses, and such Member shall sell all of such remaining Ownership Interest to the Company, at the purchase price set forth in Section 9.5.2. 9.5.2 The purchase price of the Ownership Interest shall equal the value of the Company based on a valuation done by an independent appraiser selected by and paid by the Company multiplied by the percent of Ownership Interest with the appropriate discounts for minority interests and lack of marketability. The terms for the payment of the purchase price in the event the Company or the Members purchase such remaining Ownership Interest shall be as set forth in Section 9.6. 9.5.3 A Member who resigns as a Member and whose full Ownership Interest is not purchased in accordance with this Section shall cease to be a Member as of the date of his or her resignation and shall be relieved of any rights or obligations under this Agreement arising subsequent to the date of such resignation, except a right to distributions attributable to the unpurchased Ownership Interest.