Common use of Voluntary Transfer Restrictions Clause in Contracts

Voluntary Transfer Restrictions. No Class B Member shall have the right to Transfer the Member’s Class B Share. With respect to Class A Shares and Class C Shares, other than a Voluntary Transfer subject to Sections 10.10 through 10.15 of this Agreement, no Voluntary Transfer shall occur in the one (1) year period following the Effective Date, and thereafter every proposed Voluntary Transfer by a Class A Member or Class C Member shall be subject to the following provisions (unless such provisions are waived in writing by the Directors): a. Prior to such Voluntary Transfer, such Member shall first send an Offer Notice to the Company and the Remaining Members describing all of the terms of such Voluntary Transfer (the “Offer”). If any of the terms of the proposed Voluntary Transfer should change after the delivery of an Offer Notice, then such Member shall be required to promptly notify the Company of such changes, and such subsequent notice shall constitute a new Offer Notice for purposes of this Section 10.4(a). b. For a period of sixty (60) days after the date of the delivery of the Offer Notice to the Company, the Company shall have the right to Elect to purchase all or any portion of the Membership Interest that is the subject of the Offer for a price equal to the offering price specified in the Offer Notice for the Offer. The purchase price for such Membership Interest to be redeemed by the Company pursuant to acceptance of the Offer shall be payable in accordance with Section 11.2. c. The Company shall have the right to purchase all of the Membership Interest to be transferred on terms identical to the terms of the Offer Notice, other than payment terms, which shall be governed by Section 11.2, and except that the Company may at its option pay a sum of money equal in value to the total consideration to be paid. If a portion of the consideration consists of property other than cash, in determining the value of the total consideration, such property shall be given its fair market value as of the time the Company exercises its right to purchase the Membership Interest subject to the Offer, as determined by a Majority of the Directors. If the Voluntary Transfer involves the sale of an entity which indirectly owns the Membership Interest and other assets, the consideration for such sale shall be allocated between the Membership Interest and other assets by a Majority of the Directors. d. If the Company rejects the Offer, the Remaining Members shall have the remainder of the Company’s 60-day period, plus ten (10) additional days, or seventy (70) days from the date of the delivery of the Offer Notice to the Company and the Remaining Members, to accept or reject the Offer in writing. Each Remaining Member’s response to the Offer shall specify the maximum Membership Interest he or she would be willing to purchase (“Requested Amount”). If any Remaining Member accepts the Offer, the acceptance arrangements and purchase price shall be as described in subsections 10.4(b) and 10.4(c). If the Requested Amounts so specified exceed the Membership Interest subject to the Offer, the amount each Remaining Member will purchase shall be determined pursuant to the Purchaser Selection Procedure, unless the Remaining Members otherwise agree. e. As used in this Agreement, “Purchaser Selection Procedure” means that each Remaining Member with a Requested Amount shall be allocated such Member’s Pro Rata Share, up to but not in excess of his or her Requested Amount. Any excess Membership Interest remaining after such allocation shall be allocated among those Members whose Requested Amount exceeded the amount allocated to such Member in previous allocations, pursuant to the same procedure used in the first allocation. Successive allocations shall be made until all of the Membership Interest subject to the Offer has been allocated to the Remaining Members.

Voluntary Transfer Restrictions. No Class B Member shall have the right to Transfer the Member’s Class B Share. With respect to Class A Shares and Class C Shares, other than Except for a Voluntary Transfer subject made to Sections 10.10 through 10.15 the Corporation or under the provisions of Article 4 of this Agreement, no Voluntary Transfer shall occur in the one (1) year period following the Effective Date, and thereafter every any proposed Voluntary Transfer of any Shares by a Class A Member or Class C Member shall be Shareholder is subject to the following provisions provisions: (unless such provisions are waived in writing by a) Before the Directors): a. Prior to such Voluntary Transfer, such Member shall first the Shareholder must send an Offer Notice to the Company Corporation and the Remaining Members Other Shareholders describing all of the terms of such Voluntary Transfer (the “Offer”). If any of the terms term of the proposed Voluntary Transfer should change changes after the delivery of an Offer Notice, then such Member shall be required to the Shareholder must promptly notify the Company Corporation of such the changes, and such the subsequent notice shall will constitute a new Offer Notice for purposes of this Section 10.4(asection 3.3(a). b. (b) For a period of sixty (60) days after the date of the delivery of the Offer Notice to the CompanyCorporation, the Company shall have Corporation has the right to Elect elect to purchase all or any portion of the Membership Interest Shares that is are the subject of the Offer for a per-Share price equal to the offering price per Share specified in the Offer Notice for the OfferNotice. The purchase price for such Membership Interest the Shares to be redeemed by the Company Corporation pursuant to acceptance of the Offer shall be is payable in accordance with Section 11.2section 7.2 below. c. The Company shall have (c) If the Voluntary Transfer is for consideration, the Corporation has the right to purchase all of the Membership Interest Shares to be transferred on terms identical to the terms of the Offer Notice, other than payment terms, which shall be governed by Section 11.2, and except that the Company may at its option pay Notice (or a sum of money equal in value to the total consideration to be paid). If a portion of the consideration consists of property other than cash, in determining the value of the total consideration, such property shall be given the property’s value is its fair market value as of the time the Company Corporation exercises its right to purchase the Membership Interest Shares subject to the Offer, as determined by a Majority of the Directors. . (d) If the Voluntary Transfer involves the sale of an entity which indirectly owns the Membership Interest and other assets, the consideration for such sale shall be allocated between the Membership Interest and other assets by a Majority of the Directors. d. If the Company Corporation rejects the Offer, the Remaining Members shall Other Shareholders have the remainder of the CompanyCorporation’s 60sixty-day period, plus period and ten (10) additional days, or seventy (70) days from the date of the delivery of the Offer Notice to the Company Corporation and the Remaining MembersOther Shareholders, to accept or reject the Offer in writing. Each Remaining MemberOther Shareholder’s response to the Offer shall must specify the maximum Membership Interest he or she number of Shares that Other Shareholder would be willing to purchase (“Requested Amount”)purchase. If any Remaining Member Other Shareholder accepts the Offer, the acceptance arrangements and purchase price shall will be as described in subsections 10.4(b) and 10.4(csection 3.3(b). If the Requested Amounts so specified exceed the Membership Interest subject to more than one Other Shareholder accepts the Offer, each Other Shareholder who accepts the amount each Remaining Member Offer will be entitled to purchase shall be a portion of Shares being sold equal to a percentage determined pursuant to by dividing the Purchaser Selection Procedure, unless number of Shares owned by the Remaining Members otherwise agreeOther Shareholder by the number of Shares owned by all Other Shareholders who accept the Offer. e. As used (e) If the Corporation and the Other Shareholders do not accept the Offer to purchase all the Shares that are the subject of the Offer by the expiration of the time periods described in this Agreementsection 3.3(d) or if before the time periods expire the Corporation and the Other Shareholders reject the Offer in writing, “Purchaser Selection Procedure” means that each Remaining Member the Shareholder is entitled to sell the remaining Shares strictly in accordance with a Requested Amount shall be allocated such Member’s Pro Rata Share, up to but not in excess of his or her Requested Amount. Any excess Membership Interest remaining after such allocation shall be allocated among those Members whose Requested Amount exceeded the amount allocated to such Member in previous allocations, pursuant to the same procedure used terms contained in the first allocation. Successive allocations shall be made until all of the Membership Interest subject to the Offer has been allocated to the Remaining MembersNotice.