Common use of Exchange Right Clause in Contracts

Exchange Right. Each Member shall have the right (the “Exchange Right”), subject to the terms and conditions set forth herein and in any other such agreement, as applicable, to require the Managing Member to exchange all or a portion of the Class B Units held by such Member (such Class B Units being hereafter referred to as “Tendered Units”), together with the same number of shares of Clipper Special Stock, in exchange for the Cash Amount, unless the terms of such Class B Units or a separate agreement entered into between the Company and the holder of such Class B Units provide that such Class B Units are not entitled to the Exchange Right or impose conditions on the exercise of the Exchange Right. The Member who is exercising the Exchange Right (the “Tendering Member”) shall have no right, with respect to any Class B Units so exchanged, to receive any distributions paid on or after the Specified Exchange Date. Any Exchange Right exercise shall be pursuant to a Notice of Exchange delivered to the Managing Member (with a copy to Clipper) by the Tendering Member. The Cash Amount shall be payable to the Tendering Member on the Specified Exchange Date against delivery of the Tendered Units to the Managing Member and the same number of shares of Clipper Special Stock to Clipper.