Common use of Preferential Purchase Right Clause in Contracts

Preferential Purchase Right. Except for Dispositions of Membership Units permitted in accordance with Section 4.2(b) or as a result of a Change of Control or TANE exercising its rights under the Toshiba Credit Agreement and the other Loan Documents, if a Member at any time proposes to Dispose of all or any portion of its Membership Units in a transaction that complies with the requirements of Section 4.2, then such Member shall promptly give notice of such proposed transaction (the “Disposition Notice”) to the Company and each other Member. The Disposition Notice shall set forth all material terms of the proposed Disposition, including the name and address of the prospective acquirer, the fact that the prospective acquirer has agreed to purchase all or a specified part of the Membership Units owned by the Disposing Member, the price to be paid for such Membership Units, and the other material terms and conditions of the proposed Disposition. Each other Member shall have the preferential right (the “Preferential Right”), exercisable by notice (the “Exercise Notice” and each exercising Member, a “Purchasing Member”) to each other Member on or before the ** Day after the Disposition Notice is given, to acquire, for the same purchase price and on the same terms and conditions as are set forth in the Disposition Notice, such Purchasing Member’s pro-rata portion, based on the Membership Percentages of each Purchasing Member (for purposes of determining such pro-rata portion, including only the Membership Units of the Purchasing Member(s)), of the Membership Units included in such proposed Disposition in accordance with this Section 4.

Preferential Purchase Right. Except for Dispositions of Membership Units permitted in accordance with Section 4.2(b4.2(e) or as a result of a Change of Control or TANE exercising its rights under the Toshiba Credit Agreement and the other Loan DocumentsSection 4.3(d), if a Member at any time proposes to Dispose of all or any portion of its Membership Units in a transaction that complies with the requirements of Section 4.2, then such Member shall promptly give notice of such proposed transaction (the “Disposition Notice”) to the Company and each other Member. The Disposition Notice shall set forth all material terms of the proposed Disposition, including the name and address of the prospective acquirer, the fact that the prospective acquirer has agreed to purchase all or a specified part of the Membership Units owned by the Disposing Member, the price to be paid for such Membership Units, and the other material terms and conditions of the proposed Disposition. Each other Member shall have the preferential right (the “Preferential Right”), exercisable by notice (the “Exercise Notice” and each exercising Member, Member a “Purchasing Member”) to each other Member on or before the ** Day after the Disposition Notice is given, to acquire, for the same purchase price and on the same terms and conditions as are set forth in the Disposition Notice, such Purchasing Member’s pro-rata portion, based on the Class A Membership Percentages and the Class B Membership Percentages, as applicable, of each Purchasing Member (for purposes of determining such pro-rata portion, including only the Membership Units of the Purchasing Member(s)) and treating the Class A Membership Units and Class B Membership Units as separate classes and not together as a single class), of the Class A Membership Units and the Class B Membership Units included in such proposed Disposition in accordance with this Section 4.