Offeree Members definition

Offeree Members has the meaning set forth in Section 10.1(b) hereof.

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Offeree Members is defined in Section 11.4(b).

Offeree Members means all Class A Members other than the Selling Member.

Examples of Offeree Members in a sentence

• If the Transferring Member specifics in the Transfer Offer a minimum number of Offered Units that must be Transferred under the Transfer Offer, and such minimum number of Offered Units is not accepted by one or more Offeree Members within thirty (30) days after the Transfer Offer Date.

• The Offeree Members shall have the first right to accept or reject any Transfer Offer.

• At the closing, the Selling Member shall sell to the Offeree Members full right, title and interest in and to the Offered Units, free and clear of all liens, claims and encumbrances (other than those created pursuant to this Agreement) and shall deliver or cause to be delivered to the Offeree Members the certificate(s), if any, representing the Membership Units purchased by the Offeree Members.

• In the event the Selling Member (i) proposes to sell the Offered Units other than in accordance with the preceding sentence or (ii) does not sell all of the Offered Units to the Proposed Acquiror within such 80-day period, then, in each such case, prior to any Transfer of such Offered Units, the Selling Member shall be required to first offer such Offered Units to the Offeree Members in the manner provided in this Section.

• Failure to deliver an Acceptance Notice shall be deemed conclusive evidence of an Offeree Member's intent to decline the opportunity to purchase any of the Offered Units.

• Subject to the provisions of this Section 8.3, each Offeree Member shall have the irrevocable right of first refusal for a period of thirty (30) days after its receipt of the Selling Member Notice (the "Acceptance Period") to purchase a portion of the Offered Units in the proportion that the Ownership Percentage of such Member bears to the Ownership Percentages of all the Offeree Members electing to so purchase the Offered Units.

• The Offeree Members shall accept the Offer, if at all, by delivering of written notice setting forth such acceptance to the Transferring Member within the 30-day period described above.

• At the closing, the Transferring Member shall deliver to those Offeree Members accepting the Offer an assignment of the Offered Membership Interest, free and clear of all liens and encumbrances.

• The Offeree Members shall have the right, for a period of thirty (30) days after the Offer Notice is delivered, to accept the Offer in proportion to their Participating Percentages or in such other proportion as they may agree upon.

• The Offer Notice shall constitute an offer (the “Offer”) by the Transferring Member to the Offeree Members to purchase the Offered Membership Interest in exchange for the price and on the terms set forth in the Third-Party Offer.

More Definitions of Offeree Members

Offeree Members has the meaning set forth in Section 8.6(a) of this Agreement.

Offeree Members means Members other than the Selling Member who must be offered a right of first refusal to purchase the Selling Member's Membership Interest all as provided in Section 11.4 of this Agreement.

Offeree Members has the meaning given such term in Section 11.2(a).

Offeree Members shall have the meaning set forth in Section 9.2(a) hereof.

Offeree Members shall have the meaning given such term in Section 8.4(b)(i).

Offeree Members shall have the meaning set forth in Section 9.1.