Common use of Voluntary Transfer Procedure Clause in Contracts

Voluntary Transfer Procedure. (a) A Member who desires to Transfer all or any portion of a Membership Interest (the "Transferring Person") to a third party, except as permitted under Section 7.2, shall obtain from such third party a bona fide written offer to purchase such Membership Interest (the "Offered Interest"), stating the terms and conditions upon which the purchase is to be made and the consideration offered therefore (the "Offer"). The Transferring Person shall give written notification to the Managers and each of the Members, by certified mail or personal delivery, of his, her or its intention to Transfer the Offered Interest, furnishing to the Managers and each Member a copy of the Offer. (b) Upon receipt of the written notice required under paragraph (a) above, the Company and the Members shall comply with the following procedure: (i) The Company shall have thirty (30) days from the date of delivery of the notice required by paragraph (a) above to notify the Transferring Person in writing of the Company's election to redeem all or a part of the Offered Interest at the purchase price set forth in Section 7.4 of this Agreement, which decision of the Company shall be made by an affirmative vote of all of the Members. (ii) If the Company does not elect to redeem all of the Offered Interest, the other Members shall have the right, within thirty (30) days of the date of the notice of nonelection by the Company or election as to less than all of the Offered Interest, to elect to purchase the remaining Offered Interest, and the Transferring Person shall sell such interest to the other Members at the purchase price set forth in Section 7.4 of this Agreement. Any Member desiring to acquire any or all of the Offered Interest shall deliver to the Managers and each of the Members a written election to purchase the Offered Interest. (iii) If two or more Members of the Company elect to exercise the option to purchase the Offered Interest then, in the absence of an agreement between them, each Member shall have priority to purchase such proportion of the available interest that such Member's Percentage of Interest bears to the total Percentage of Interests held by all other Members electing to purchase. The portion of the Offered Interest not purchased on such a priority basis shall be allocated in one or more successive allocations to those Members electing to purchase more than the proportion of the Percentage of Interest to which they have a priority right, up to the proportion of the Offered Interest specified in their respective notices, in the proportion that the Percentage of Interests held by each of them bears to the total Percentage of Interest held by all of them. (iv) If the Company and the Members do not exercise their rights to redeem or purchase, as the case may be, all of the Offered Interest pursuant to the terms set forth in Section 7.3(b)(i) and Section

Voluntary Transfer Procedure. Company Agreement Canyon Ferry Capital LLC (a) A Member who desires to Transfer all or any portion of a Membership Interest (the "Transferring Person") to a third party, except as permitted under Section 7.2, shall obtain from such third party a bona fide written offer to purchase such Membership Interest (the "Offered Interest"), stating the terms and conditions upon which the purchase is to be made and the consideration offered therefore therefor (the "Offer"). The Transferring Person shall give written notification to the Managers and each of the Members, by certified mail or personal delivery, of his, her or its intention to Transfer the Offered Interest, furnishing to the Managers and each Member a copy of the Offer. (b) Upon receipt of the written notice required under paragraph (a) above, the Company and the Members shall comply with the following procedure: (i) The Company shall have thirty (30) days from the date of delivery of the notice required by paragraph (a) above to notify the Transferring Person in writing of the Company's election to redeem all or a part of the Offered Interest at the purchase price set forth in Section 7.4 of this Agreement, which decision of the Company shall be made by an affirmative vote of all of the Members. (ii) If the Company does not elect to redeem all of the Offered Interest, the other Members shall have the right, within thirty (30) days of the date of the notice of nonelection by the Company or election as to less than all of the Offered Interest, to elect to purchase the remaining Offered Interest, and the Transferring Person shall sell such interest to the other Members at the purchase price set forth in Section 7.4 of this Agreement. Any Member desiring to acquire any or all of the Offered Interest shall deliver to the Managers and each of the Members a written election to purchase the Offered Interest. (iii) If two or more Members of the Company elect to exercise the option to purchase the Offered Interest then, in the absence of an agreement between them, each Member shall have priority to purchase such proportion of the available interest that such Member's Percentage of Interest bears to the total Percentage of Interests held by all other Members electing to purchase. The portion of the Offered Interest not purchased on such a priority basis shall be allocated in one or more successive allocations to those Members electing to purchase more than the proportion of the Percentage of Interest to which they have a priority right, up to the proportion of the Offered Interest specified in their respective notices, in the proportion that the Percentage of Interests held by each of them bears to the total Percentage of Interest held by all of them. (iv) If the Company and the Members do not exercise their rights to redeem or purchase, as the case may be, all of the Offered Interest pursuant to the terms set forth in Section 7.3(b)(i) and SectionSection 7.3(b)(ii) above, then the Transferring Person shall be free to Transfer the remaining part of the Offered Interest to the bona fide purchaser set forth in the Offer under the terms of the Offer, subject to the restrictions on such Transfer imposed by this Agreement or any other agreement or by law. (v) If the Company exercises its right to redeem all or a part of the Offered Interest in accordance with Section 7.3(b)(i) above, the Transferring Person shall be obligated to sell such Offered Interest to the Company. If any or all of the Members exercise their rights to purchase all or a part of the Offered Interest in accordance with Section 7.3(b)(ii) above, the Transferring Person shall be obligated to sell such Offered Interest to such exercising Members. The closing of the Transfer of the Offered Interest from the Transferring Person to the Company or any Members pursuant to this Section shall be held at the principal offices of the Company not later than ninety (90) days after receipt of notice required by paragraph (a) above. (c) In the event of the Transfer of all or any part of any Offered Interest by a Transferring Person to any third party, and as a condition to Company Agreement Canyon Ferry Capital LLC recognizing the effectiveness and binding nature of any such Transfer, the Company may require the Transferring Person or Transferring Person and the third party, as the case may be, to execute, acknowledge and deliver to the Members or Managers such instruments of transfer, assignment and assumption and such other certificates, representations and documents, and to perform all such other acts which the Managers deem necessary or desirable.

Voluntary Transfer Procedure. (a) A Member who desires to Transfer all or any portion of a Membership Interest (the "Transferring Person") to a third party, except as permitted under Section 7.2, shall obtain from such third party a bona fide written offer to purchase such Membership Interest (the "Offered Interest"), stating the terms and conditions upon which the purchase is to be made and the consideration offered therefore therefor (the "Offer"). The Transferring Person shall give written notification to the Managers and each of the Members, by certified mail or personal delivery, of his, her or its intention to Transfer the Offered Interest, furnishing to the Managers and each Member a copy of the Offer.. Company Agreement Dutch Fork Capital LLC (b) Upon receipt of the written notice required under paragraph (a) above, the Company and the Members shall comply with the following procedure: (i) The Company shall have thirty (30) days from the date of delivery of the notice required by paragraph (a) above to notify the Transferring Person in writing of the Company's election to redeem all or a part of the Offered Interest at the purchase price set forth in Section 7.4 of this Agreement, which decision of the Company shall be made by an affirmative vote of all of the Members. (ii) If the Company does not elect to redeem all of the Offered Interest, the other Members shall have the right, within thirty (30) days of the date of the notice of nonelection by the Company or election as to less than all of the Offered Interest, to elect to purchase the remaining Offered Interest, and the Transferring Person shall sell such interest to the other Members at the purchase price set forth in Section 7.4 of this Agreement. Any Member desiring to acquire any or all of the Offered Interest shall deliver to the Managers and each of the Members a written election to purchase the Offered Interest. (iii) If two or more Members of the Company elect to exercise the option to purchase the Offered Interest then, in the absence of an agreement between them, each Member shall have priority to purchase such proportion of the available interest that such Member's Percentage of Interest bears to the total Percentage of Interests held by all other Members electing to purchase. The portion of the Offered Interest not purchased on such a priority basis shall be allocated in one or more successive allocations to those Members electing to purchase more than the proportion of the Percentage of Interest to which they have a priority right, up to the proportion of the Offered Interest specified in their respective notices, in the proportion that the Percentage of Interests held by each of them bears to the total Percentage of Interest held by all of them. (iv) If the Company and the Members do not exercise their rights to redeem or purchase, as the case may be, all of the Offered Interest pursuant to the terms set forth in Section 7.3(b)(i) and SectionSection 7.3(b)(ii) above, then the Transferring Person shall be free to Transfer the remaining part of the Offered Interest to the bona fide purchaser set forth in the Offer under the terms of the Offer, subject to the restrictions on such Transfer imposed by this Agreement or any other agreement or by law. (v) If the Company exercises its right to redeem all or a part of the Offered Interest in accordance with Section 7.3(b)(i) above, the Transferring Person shall be obligated to sell such Offered Interest to the Company. If any or all of the Members exercise their rights to purchase all or a part of the Offered Interest in accordance with Section 7.3(b)(ii) above, the Transferring Person shall be obligated to sell such Offered Interest to such exercising Members. The closing of the Transfer of the Offered Interest from the Transferring Person to the Company or any Members pursuant to this Section shall be held at the principal offices of the Company not later than ninety (90) days after receipt of notice required by paragraph (a) above. (c) In the event of the Transfer of all or any part of any Offered Interest by a Transferring Person to any third party, and as a condition to Company Agreement Dutch Fork Capital LLC recognizing the effectiveness and binding nature of any such Transfer, the Company may require the Transferring Person or Transferring Person and the third party, as the case may be, to execute, acknowledge and deliver to the Members or Managers such instruments of transfer, assignment and assumption and such other certificates, representations and documents, and to perform all such other acts which the Managers deem necessary or desirable.