SUCH PURCHASED CLASS C UNITS OR PURCHASED UNITS
WITHIN THREE TRADING DAYS AFTER THE OCCURRENCE OF ANY OF CLAUSE (I), CLAUSE (II)
OR CLAUSE (III) ABOVE A CERTIFICATE WITHOUT SUCH LEGEND TO THE HOLDER OR IF LINN
FAILS TO DELIVER UNLEGENDED PURCHASED CLASS C UNITS OR PURCHASED UNITS WITHIN
THREE TRADING DAYS OF THE PURCHASER'S ELECTION TO RECEIVE SUCH UNLEGENDED
PURCHASED CLASS C UNITS OR PURCHASED UNITS PURSUANT TO CLAUSE (Y) BELOW, AND IF
ON OR AFTER SUCH TRADING DAY THE HOLDER PURCHASES (IN AN OPEN MARKET TRANSACTION
OR OTHERWISE) CLASS C UNITS OR UNITS TO DELIVER IN SATISFACTION OF A SALE BY THE
HOLDER OF SUCH PURCHASED CLASS C UNITS OR PURCHASED UNITS THAT THE HOLDER
ANTICIPATED RECEIVING WITHOUT LEGEND FROM LINN (A "BUY-IN"), THEN LINN SHALL,
WITHIN THREE BUSINESS DAYS AFTER THE HOLDER'S REQUEST AND IN THE HOLDER'S
DISCRETION, EITHER (X) PAY CASH TO THE HOLDER IN AN AMOUNT EQUAL TO THE HOLDER'S
TOTAL PURCHASE PRICE (INCLUDING BROKERAGE COMMISSIONS, IF ANY) FOR THE CLASS C
UNITS OR UNITS SO PURCHASED (THE "BUY-IN PRICE"), AT WHICH POINT LINN'S
OBLIGATION TO DELIVER SUCH UNLEGENDED PURCHASED CLASS C UNITS OR PURCHASED UNITS
SHALL TERMINATE, OR (Y) PROMPTLY HONOR ITS OBLIGATION TO DELIVER TO THE HOLDER
SUCH UNLEGENDED PURCHASED CLASS C UNITS OR PURCHASED UNITS AS PROVIDED ABOVE AND
PAY CASH TO THE HOLDER IN AN AMOUNT EQUAL TO THE EXCESS (IF ANY) OF THE BUY-IN
PRICE OVER THE PRODUCT OF (A) SUCH NUMBER OF CLASS C UNITS OR UNITS TIMES (B)
THE CLOSING BID PRICE ON THE DATE OF EXERCISE.
SECTION 8.09.
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE OTHER BASIC
DOCUMENTS ARE INTENDED BY THE PARTIES AS A FINAL EXPRESSION OF THEIR AGREEMENT
AND INTENDED TO BE A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT AND
UNDERSTANDING OF THE PARTIES HERETO AND THERETO IN RESPECT OF THE SUBJECT MATTER
CONTAINED HEREIN AND THEREIN.
THERE ARE NO RESTRICTIONS, PROMISES, WARRANTIES
OR UNDERTAKINGS, OTHER THAN THOSE SET FORTH OR REFERRED TO HEREIN OR THEREIN
WITH RESPECT
33
TO THE RIGHTS GRANTED BY LINN OR A PURCHASER SET FORTH HEREIN OR THEREIN.
THIS
AGREEMENT AND THE OTHER BASIC DOCUMENTS SUPERSEDE ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS BETWEEN THE PARTIES WITH RESPECT TO SUCH SUBJECT MATTER.
SECTION 8.10.
GOVERNING LAW.
THIS AGREEMENT WILL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.
SECTION 8.11.
EXECUTION IN COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN
SEPARATE COUNTERPARTS, EACH OF WHICH COUNTERPARTS, WHEN SO EXECUTED AND
DELIVERED, SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH COUNTERPARTS,
TAKEN TOGETHER, SHALL CONSTITUTE BUT ONE AND THE SAME AGREEMENT.
SECTION 8.12.
TERMINATION.
(A)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THIS AGREEMENT
MAY BE TERMINATED ON OR ANY TIME PRIOR TO THE CLOSING:
(I)
BY THE MUTUAL WRITTEN CONSENT OF THE PURCHASERS ENTITLED TO
PURCHASE A MAJORITY OF THE PURCHASED UNITS BASED ON THEIR COMMITMENT