Common use of Managing Member and Liquidator Clause in Contracts

Managing Member and Liquidator. (a) If the Company is being continued and not liquidated following the removal of the Managing Member, the replacement Managing Member may, at its option, elect to acquire the Class A and B Shares in each Series held by the departing Managing Member and any aShareX Party for their fair market value based on the then current share price of the Class A Shares of such Series, taking into account the number of Class A Shares that the Managing Member would receive upon a conversion of the Class B Shares pursuant to the Conversion Formula. Such payment shall be made by wire transfer in immediately available funds to the account of the Managing Member on the Transfer of such Class A and B Shares.