Buy Out Procedures Clause Samples
Buy Out Procedures. (a) If an election is made by WSMI to dissolve the Company pursuant to Section 10.3 above (i.e. for Default), WSMI may also elect, by written notice given within ninety (90) days of the date of the election to dissolve, to either (i) purchase Rouge's Interest in the Company for an amount equal to ninety (90) percent of the fair market value of Rouge's interest, or (ii) require Rouge to purchase WSMI's Interest in the Joint Venture for an amount equal to 110% of the fair market value of Rouge's Interest.
(b) If an election is made by QS Steel to dissolve the Company pursuant to Section 10.3 above (i.e. for Default) QS Steel may also elect by written notice given within 90 days of the election to dissolve, to either (i) purchase WSMI's Interest in the Company for an amount equal to ninety percent (90%) of the fair market value of WSMI's Interest, or (ii) require WSMI to purchase QS Steel's Interest in the Company for an amount equal to 110% of the fair market value of QS Steel's Interest.
(c) If an election is made by a Member (the "Terminating Member") to dissolve the Company pursuant to Section 10.2(a) or (c), the other Member may elect, by written notice given within 90 days of the date of the election to dissolve, to continue the business of the Company by acquiring the Terminating Member's interest in the Company for an amount equal to one hundred percent (100%) of the fair market value of the Terminating Member's Interest.
(d) If the Company's "income before tax" return on assets falls below 15% for two or more consecutive fiscal years after the first three years of operation, WSMI may elect to require Rouge to purchase WSMI's Interest in the Company for an amount equal to 100% of the fair market value of WSMI's Interest. (Any capitalized pre-production costs; see Schedule OA1, and any depreciation thereof, shall be excluded in these calculations.) Such election must be made by written notice to Rouge within 90 days after the Board of Governors confirms that the Company has not met such performance level.
(e) If an election is made by a Member (the "Terminating Member") to dissolve the Company pursuant to Section 10.2 (b) (i.e. due to a change in control), the Terminating Member may elect, by written notice given within 90 days of the date of the election to dissolve, to either (i) continue the business of the Company by acquiring the other Member's interest in the Company for an amount equal to one hundred percent (100%) of the fair market value of th...
Buy Out Procedures. (a) If an election is made by Delaco Tool to dissolve the Company pursuant to Section 10.3 above (i.e. for Default), Delaco Tool may also elect, by written notice given within ninety (90) days of the date of the election to dissolve, to either (i) purchase QS Steel's Interest in the Company for an amount equal to ninety (90) percent of the fair market value of QS Steel's interest, or (ii) require QS Steel to purchase Delaco Tool's Interest in the Joint Venture for an amount equal to 110% of the fair market value of QS Steel's Interest.
(b) If an election is made by QS Steel to dissolve the Company pursuant to Section 10.3 above (i.e. for Default) QS Steel may also elect by written notice given within 90 days of the election to dissolve, to either (i) purchase Delaco Tool's Interest in the Company for an amount equal to ninety percent (90%) of the fair market value of Delaco Tool's Interest, or (ii) require Delaco Tool to purchase QS Steel's Interest in the Company for an amount equal to 110% of the fair market value of QS Steel's Interest.
(c) If an election is made by a Member (the "Terminating Member") to dissolve the Company pursuant to Section 10.2 (a), (b) or (c), the other Member may elect, by written notice given within 90 days of the date of the election to dissolve, to continue the business of the Company by acquiring the Terminating Member's interest in the Company for an amount equal to one hundred percent (100%) of the fair market value of the Terminating Member's Interest.
(d) If an election is made by QS Steel to dissolve the Company pursuant to Section 10.2 (c), QS Steel may also elect in its notice of dissolution to require Delaco Tool to purchase QS Steel's Interest in the Company for an amount equal to 100% of the fair market value of QS Steel's Interest.
(e) If the Company is dissolved pursuant to Section 10.1 above, either Member may elect, by written notice given within ninety (90) days of the date of dissolution, to continue conducting the business of the Company. Unless the Members otherwise agree, the acquiring Member shall purchase the Terminating Member's interest in the Company for an amount equal to one hundred percent (100%) of the fair market value of the Terminating Member's interest.
(f) In case of any election under this Agreement requiring the determination of fair market value of the Company, the Members shall use their best efforts to agree as to the fair market value of the Company. If the Members fail to agree on such ...
Buy Out Procedures. (a) In the event a Buy-Out Notice is issued by the Non-Defaulting Party or the Notifying Party (as the case may be, the “Purchaser”), the Purchaser shall be entitled to, directly or through its designated Affiliate, purchase all but not part of the Equity Interest held by the other Party (the “Seller”) in the JVCo. The purchase price payable by the Purchaser in respect of the Seller’s Equity Interest shall be the then fair market value, without any minority discount (the “FMV”), of the Equity Interest held by the Seller. The Parties shall jointly select an Appraiser to determine the FMV within fifteen (15) Business Days after delivery of the Buy-Out Notice. If the Parties fail to agree on such Appraiser within such fifteen (15) Business Day period, then, within ten (10) Business Days thereafter, the Seller shall propose three (3) Appraiser candidates to the Purchaser and, within five (5) Business Days after receiving such proposal from the Seller, the Purchaser shall select an Appraiser therefrom. Within fifteen (15) Business Days after the selection of the Appraiser in accordance with this Article 27.5(a), the Seller and Purchaser shall jointly engage the Appraiser to determine the FMV, with each of the Seller and Purchaser to pay one half of the Appraiser’s costs. The Appraiser shall complete the appraisal and deliver the result of the appraisal to the Seller and Purchaser within thirty (30) days of its engagement. Any disputes arising from or in connection with the selection of the Appraiser or the work of such a duly selected Appraiser shall be subject to and resolved pursuant to Article 32 (Settlement of Disputes) hereof.
(b) The Appraiser shall conduct the appraisal based on the valuation principles and methodology deemed appropriate by the Appraiser which shall be customarily used by the best national and international standard and practice for the evaluation of companies involved in the PEM fuel cell business. In conducting the appraisal, the Appraiser shall make reference to the latest historical financials, business and operating budget, and planning that are approved by the Board of the JVCo, and any business and operating plans of the JVCo.
(c) Buy-out Bid
(i) If, and only if, both Parties issue a Buy-Out Notice pursuant to Article 27.4(b)(A)(ii), then (A) the Parties shall select an Appraiser to determine the FMV pursuant to the procedures set out in Article 27.5(a) above; and (B) each Party shall offer a purchase price to purchase the other P...
Buy Out Procedures