Offered Membership Interest definition
Examples of Offered Membership Interest in a sentence
If such sale is not consummated within such sixty (60) calendar day period, the Offeror shall then be required to offer the Offered Membership Interest to the Beneficiary pursuant to the Right of First Refusal before making such sale to any Person.
The closing of any purchase by the Member Offerees of any of the Offered Membership Interest as provided in this Section 9.3 will take place at the offices of the Company on such date as designated by the Member Offerees occurring within fifteen (15) days after the expiration of the Subsequent Transfer Offer Period, or if there be none, the Transfer Offer Period.
If the Selling Member and the Member Offerees agree on a Negotiated Purchase Price, then the Member Offerees shall purchase the Offered Membership Interest at the Negotiated Purchase Price.
If the Member Offeree elects not to purchase the Offered Membership Interest prior to the termination of the forty-five (45) day period, such Member Offeree shall be deemed to have waived its right to purchase the Offered Membership Interest under this Section 9.3 (but not under any other section of this Agreement).
Any third party purchasing such Offered Membership Interest must agree in writing to be bound by all of the terms and conditions of this Agreement.
If the Offeror receives a bona fide offer to purchase the Offered Membership Interest from a proposed purchaser, the Offer shall also include the name and address of the proposed purchaser of the Offered Membership Interest.
For a period of thirty (30) calendar days after the receipt by the Beneficiary of the Offer, the Beneficiary shall have the right, at its option, to purchase all, but not less than all, of the Offered Membership Interest.
The Offeror shall first furnish to the Beneficiary a document setting forth the proposed price for the applicable Membership Interest and other material terms and conditions of the proposed Transfer or sale, together with an irrevocable offer to sell to the Beneficiary all and not less than all of the Offered Membership Interest on such price, terms and conditions (the “Offer”).
At such closing, the Member Offerees will be entitled to receive customary representations and warranties from the Selling Member regarding ownership and title of the Offered Membership Interest and the Company will evidence such Transfer on the books of the Company.
Upon and subject to the terms and conditions of this Agreement, and following the assignment by LCP of its rights under the Option to Buyer as contemplated by Section 1.2, at the Closing, Seller will sell, assign, transfer and deliver to Buyer, free and clear of all Encumbrances (other than such Encumbrances relating to restrictions on transfer expressly contained in the A&R Company LLC Agreement), and Buyer will purchase and acquire from Seller, the Offered Membership Interest.