Xxxxx and Xxxxxxx’x Put Right Sample Clauses

Xxxxx and Xxxxxxx’x Put Right. So long as (a) Xxxxx or Xxxxxxx continues to own the Requisite Percentage and (b) the Company is not insolvent, each of Xxxxx and Xxxxxxx, as applicable, shall have the right to require the Company to purchase all but not less than all of his Membership Interests should he be terminated under his Employment Agreement, other than “for cause” (the “Put Right”). Each of Xxxxx and Xxxxxxx, as applicable, shall give notice (the “Put Notice”) to the Company of his intention to exercise the Put Right within twenty (20) days of the effective date of any such termination. If Xxxxx or Xxxxxxx elects to exercise the Put Right, each of Xxxxx and Xxxxxxx, as applicable, shall sell all but not less than all of his Membership Interests, free and clear of all encumbrances, at the purchase price for his Membership Interests determined by an External Valuation, no later than thirty (30) days after the date of the Put Notice. The closing shall take place within ninety (90) days after the date of notice and payment shall be made as follows either (a) if there is Available Cash as determined in good faith by the Board, in which case, up to twenty-five percent (25%) of such Available Cash will be paid in a lump sum with the balance paid in eight (8) equal quarterly installments of principal, or (b) if there is no Available Cash, as determined in good faith by the Board, in which case, in twelve (12) equal quarterly installments of principal, the first of which shall be paid on the date of closing, together with interest on the unpaid principal balance at a rate equal to the Prime Rate. Interest shall accrue from the date of closing.