Common use of Waiver of Preferential Right Clause in Contracts

Waiver of Preferential Right. If no Non-Disposing Founding Member, Diluted Member or Second Preferential Member, as applicable, delivers a notice of exercise of a Preferential Right, or if the Preferential Rights, as applicable, are not exercised in full pursuant to Section 3.03(b)(ii)(A), 3.03(b)(ii)(B), 3.03(b)(ii)(C) or 3.03(b)(ii)(D), the Disposing Member shall have the right, subject to compliance with the provisions of Sections 3.03(a) and (b), to Dispose of the portion of the Membership Interest described in the Disposition Notice that is not purchased pursuant to a Preferential Right, as applicable, to the proposed Assignee strictly in accordance with the terms of the Disposition Notice for a period of [***] Days after the expiration of the [***]-Day period referred to in such Section 3.03(b)(ii)(A), 3.03(b)(ii)(B), 3.03(b)(ii)(C) or Section 3.03(b)(ii)(D) (or, if later, the fifth Business Day after the receipt of all applicable Authorizations to the purchase). If, however, the Disposing Member fails so to Dispose of the Membership Interest within such [***]-Day period (or, if applicable, such fifth Business Day period), the proposed Disposition shall again become subject to the Preferential Rights.

Waiver of Preferential Right. If no Non-Disposing Founding Member, Diluted Member delivers a First Preferential Exercise Notice or Second First Preferential Member, as applicable, delivers a notice of exercise of a Preferential RightExercise Notice, or if the Preferential Rights, as applicable, Rights are not exercised in full pursuant to Section 3.03(b)(ii)(A), 3.03(b)(ii)(B), 3.03(b)(ii)(C) or 3.03(b)(ii)(D3.03(b)(ii)(B), the Disposing Member shall have the right, subject to compliance with the provisions of Sections 3.03(a) and (b), to Dispose of the portion of the Membership Interest described in the Disposition Notice that is not purchased pursuant to a the Preferential Right, as applicable, Rights to the proposed Assignee strictly in accordance with the terms of the Disposition Notice for a period of [***] Days after the expiration of the [***]-Day period referred to in such Section 3.03(b)(ii)(A), 3.03(b)(ii)(B), 3.03(b)(ii)(C) or Section 3.03(b)(ii)(D3.03(b)(ii)(B) (or, if later, the fifth Business Day after the receipt of all applicable Authorizations to the purchase). If, however, the Disposing Member fails so to Dispose of the Membership Interest within such [***]-Day period (or, if applicable, such fifth Business Day period), the proposed Disposition shall again become subject to the Preferential Rights.

Waiver of Preferential Right. If no Non-Disposing Founding Member, Diluted Member delivers a First Preferential Exercise Notice or Second First Preferential Member, as applicable, delivers a notice of exercise of a Preferential RightExercise Notice, or if the Preferential Rights, as applicable, Rights are not exercised in full pursuant to Section 3.03(b)(ii)(A), 3.03(b)(ii)(B), 3.03(b)(ii)(C) ), or 3.03(b)(ii)(D), the Disposing Member shall have the right, subject to compliance with the provisions of Sections 3.03(a) and (b), to Dispose of the portion of the Membership Interest described in the Disposition Notice that is not purchased pursuant to a the Preferential Right, as applicable, Rights to the proposed Assignee strictly in accordance with the terms of the Disposition Notice for a period of [***] Days after the expiration of the [***]-Day period referred to in such Section 3.03(b)(ii)(A), 3.03(b)(ii)(B), 3.03(b)(ii)(C) ), or Section 3.03(b)(ii)(D) (or, if later, the fifth Business Day after the receipt of all applicable Authorizations to the purchase). If, however, the Disposing Member fails so to Dispose of the Membership Interest within such [***]-Day period (or, if applicable, such fifth Business Day period), the proposed Disposition shall again become subject to the Preferential Rights.

Waiver of Preferential Right. If no Non-Disposing Founding Member, Diluted Member delivers a First Preferential Exercise Notice or Second Preferential Member, as applicable, delivers a notice of exercise of a Preferential RightExercise Notice, or if the Preferential Rights, as applicable, Rights are not exercised in full pursuant to Section 3.03(b)(ii)(A), 3.03(b)(ii)(B), 3.03(b)(ii)(C) or 3.03(b)(ii)(D), the Disposing Member shall have the right, subject to compliance with the provisions of Sections 3.03(a) and (b), to Dispose of the portion of the Membership Interest described in the Disposition Notice that is not purchased pursuant to a the Preferential Right, as applicable, Rights to the proposed Assignee strictly in accordance with the terms of the Disposition Notice for a period of [***] Days after the expiration of the [***]-Day period referred to in such Section 3.03(b)(ii)(A), 3.03(b)(ii)(B), 3.03(b)(ii)(C) or Section 3.03(b)(ii)(D) (or, if later, the fifth Business Day after the receipt of all applicable Authorizations to the purchase). If, however, the Disposing Member fails so to Dispose of the Membership Interest within such [***]-Day period (or, if applicable, such fifth Business Day period), the proposed Disposition shall again become subject to the Preferential Rights.

Waiver of Preferential Right. If no the Non-Disposing Founding MemberMembers do not elect (or otherwise fail) to purchase all of the applicable Units set forth in the applicable Disposition Notice, Diluted each Purchasing Member or Second Preferential Membershall have the right to purchase its pro-rata portion of such unpurchased Units by providing an additional Exercise Notice to the Company and the Disposing Member of its intent to do so within 10 Days after the expiration of the period set forth in the Disposition Notice. If, as applicableafter the expiration of such 10 Day period, delivers a notice any of exercise of a Preferential Right, or if the Preferential Rights, as applicable, are not exercised applicable Units set forth in full pursuant to Section 3.03(b)(ii)(A), 3.03(b)(ii)(B), 3.03(b)(ii)(C) or 3.03(b)(ii)(D)the applicable Disposition Notice remain unpurchased, the Disposing Member shall have the right, subject to compliance with the provisions of Sections 3.03(athis Section 4.5 (including, without limitation, Section 4.5(b)(iv) and (bhereof), to Dispose of the portion of the Membership Interest such Units described in the Disposition Notice (or such portion thereof that is the Non-Disposing Members did not purchased pursuant elect to a Preferential Right, as applicable, purchase) to the proposed Assignee strictly in accordance with the terms of the Disposition Notice for a period of [***] 60 Days after the expiration of the [***]-Day applicable preferential right period referred to in such Section 3.03(b)(ii)(A), 3.03(b)(ii)(B), 3.03(b)(ii)(C) or Section 3.03(b)(ii)(D) (or, if later, the fifth Business Day after the receipt failure of all applicable Authorizations the Purchasing Members to the purchase)complete such purchase in accordance with Section 4.5(b)(iii)(B) hereof or this Section 4.5(b)(iii)(C) hereof. If, however, the Disposing Member fails so to Dispose of the Membership Interest such Units within such [***]-Day period (or, if applicable, such fifth Business Day period), the proposed Disposition to the proposed Assignee shall again become subject to the Preferential Rightspreferential right set forth in this Section 4.5(b)(iii).