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"Purchase Option") to purchase all of the Transferor Interest for a price (the "Purchase Price") <br /> equal to the amount the Transferor would receive if the Company were liquidated and an amount <br /> equal to the Appraised Value (as determined pursuant to Section 6.4) were available for <br /> distribution to the Members pursuant to Section 4.4. <br /> 6.1.4.2. The Purchase Option shall be and remain irrevocable for a period <br /> (the "Transfer Period") ending at 11:59 P.M., local time at the Company's principal office on the <br /> thirtieth (30th) Day following the Transfer Notice is given to the Company. <br /> 6.1.4.3. At any time during the Transfer Period, the Company may elect to <br /> exercise the Purchase Option by giving written notice of its election to the Transferor. The <br /> Transferor shall not be deemed a Member for the purpose of voting on whether the Company <br /> shall elect to exercise the Purchase Option. <br /> 6.1.4.4. If the Company elects to exercise the Purchase Option, the <br /> Company's notice of its election shall fix a closing date (the "Transfer Closing Date") for the <br /> purchase, which shall not be earlier than five (5) days after the date of the notice of election or <br /> more than thirty (30) days after the expiration of the Transfer Period. <br /> 6.1.4.5. If the Company elects to exercise the Purchase Option, the <br /> Purchase Price shall be paid in cash on the Transfer Closing Date. <br /> 6.1.4.6. If the Company fails to exercise the Purchase Option, the <br /> Transferor shall be permitted to offer and sell the Transferor Interest to any non-Affiliate for a <br /> period of ninety (90) days (the "Free Transfer Period") after the expiration of the Transfer Period <br /> at a price not less than the Purchase Price. If the Transferor does not Transfer the Transferor <br /> Interest within the Free Transfer Period, the Transferor's right to Transfer the Transferor Interest <br /> pursuant to this Section shall cease and terminate. <br /> 6.1.4.7. Any Transfer of the Transferor Interest made after the last day of <br /> the Free Transfer Period or without strict compliance with the terms, provisions, and conditions <br /> of this Section and other terms, provisions, and conditions of this Agreement, shall be null and <br /> void and of no force or effect. <br /> 6.2. Resignation. No Member shall have the right or power to Resign from the Company. <br /> 6.3. Mandatory Buy-out in Event of Involuntary Withdrawal. <br /> 6.3.1. If the Members elect to continue the Company after an Involuntary <br /> Withdrawal, the Members other than the withdrawn Member ("Remaining Members") shall <br /> purchase, and the withdrawn Member shall sell, all of the Membership Rights owned of record <br /> and beneficially by the withdrawn Member (the "Withdrawal Interest") for a price equal to the <br /> amount the withdrawn Member would receive if the Company were liquidated and an amount <br /> equal to the Appraised Value were available for distribution to the Members pursuant to Section <br /> 4.4 (the "Withdrawal Purchase Price"). In the absence of an agreement among the Remaining <br /> Members, each Remaining Member shall purchase the Withdrawal Interest in the proportion that <br /> Eg 4/ <br />