Common use of Acquisition Right Clause in Contracts

Acquisition Right. 37 Except as otherwise provided in Section 15.4, if a Member desires to Transfer all or any part of its Membership Interest (including without limitation a Transfer in connection with the foreclosure or other enforcement of rights in a pledge, security 36 The drafter should alternatively consider an absolute prohibition on pledges by a Member of its Membership Interest without the consent of the other Member. 37 Note the “preemptive right” has been renamed an “acquisition right” consistent with more common usage. A preemptive right would typically apply to additional interests to be issued by the Company. interest or other encumbrance granted pursuant to Section 15.2(f)), the other Member shall have the first right to acquire such interests as provided in this Section 15.3. (a) A Member intending to Transfer all or any part of its Membership Interest subject to this Section 15.3 shall promptly notify the other Member of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the proposed offer or contract for sale. The other Member shall have days from the date such notice is delivered to notify the transferring Member whether it elects to acquire the offered interest at the same price and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer shall be consummated promptly after notice of such election is delivered to the transferring Member. (b) If the other Member fails to so elect within the period provided for in Section 15.3(a), the transferring Member shall have days following the expiration of such period to consummate the Transfer to a third party at a price and on terms no less favorable than those offered by the transferring Member to the other Member in the notice required in Section 15.3(a). (c) If the transferring Member fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b), the acquisition right of the other Member in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3.

Acquisition Right. 37 Except as otherwise provided in Section 15.4, if a Member desires to Transfer all or any part of its Membership Interest (including without limitation a Transfer in connection with the foreclosure or other enforcement of rights in a pledge, security 36 The drafter should alternatively consider under an absolute prohibition on pledges by a Member of its Membership Interest without the consent of the other Member. 37 Note the “preemptive right” has been renamed an “acquisition right” consistent with more common usage. A preemptive right would typically apply to additional interests to be issued by the Company. interest or other encumbrance Encumbrance granted pursuant to Section 15.2(f)), the other Member shall have the right of first right refusal to acquire such interests as provided in this Section 15.3. (a) A Member (or other Person enforcing rights under an Encumbrance granted pursuant to Section 15.2(f)) intending to Transfer all or any part of its Membership Interest subject to this Section 15.3 shall promptly notify provide Notice the other Member of its intentions. The notice Notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the proposed offer or contract for salesale (or assignment agreement, in the case of an enforcement on an Encumbrance). The other Member shall have sixty (60) days from the date such notice Notice is delivered to notify the transferring Member (or other Person providing Notice hereunder) whether it elects to acquire the offered interest at the same price and on the same terms and conditions as set forth in the noticeNotice. If it does so elect, the Transfer shall be consummated promptly after notice Notice of such election is delivered to the transferring MemberMember (or other Person providing Notice hereunder). (b) If the other Member fails to so elect within the period provided for in Section 15.3(a), the transferring Member (or other Person providing Notice hereunder) shall have sixty (60) days following the expiration of such period to consummate the Transfer to a third party at a price and on terms terns no less favorable than those offered by the transferring Member to the other Member in the notice Notice required in Section 15.3(a). (c) If the transferring Member (or other Person providing Notice hereunder) fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b), the acquisition right of the other Member in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3.