Buy-Out Provisions. (a) In the event of an unremedied finding that a Member is an Unsuitable Person and the sending of notice by a Licensed Member of its intention to exercise the rights set forth in this Section 15.4, the provisions of this Section 15.4 shall apply, notwithstanding any other provision herein to the contrary.
(b) During the period commencing with the Trigger Date and ending with the transfer or sale of the Affected Member’s Units pursuant to a subsection of this Section 15.4, (i) the Company shall not be required or permitted to pay any Distribution or interest with regard to such Units and the amount of such Distributions or interest shall be held in escrow by the Company, (ii) the holder of such Units (and its designee, if any, to the Board) shall not be entitled to vote on any matter, and (iii) the Company shall not pay any remuneration in any form to the holder of the Units (in its capacity as a holder of Units) except in exchange for such Units as provided in this Section 15.4. Upon any sale or transfer of the Affected Member’s Units in accordance herewith, all voting rights shall be reinstated with respect to the Units and all amounts held in escrow shall be applied to pay to the Affected Member the purchase price of the Units.
(c) For a period of 120 days following the Trigger Date (or such shorter period of time as the New York Regulatory Authority or the Gaming Authority, as applicable, otherwise allows), the Affected Member shall have the right to sell its Units to a third party for cash, subject to the provisions of Section 14.5 and the right of first refusal in favor of the other Members pursuant to and in accordance with the terms of Section 14.4(a). If the Affected Member has given Notice to the other Members on or before 120 days following the Trigger Date that a third party (who is permitted to receive an assignment of the Units pursuant to Section 14.5), has entered into a binding agreement to purchase the Units for cash, then the 120-day period shall be extended by a period of time required to comply with the requirements of Section 14.4(a) (provided that the New York Regulatory Authority or the Gaming Authority, as applicable, does not require a shorter period of time).
(d) If the Affected Member has not (i) sold its Units in accordance with Section 15.4(c), (ii) given notice to the other Members on or before 120 days following the Trigger Date (or such shorter period of time as the New York Regulatory Authority or the Gaming Authority, as ...
Buy-Out Provisions. The parties acknowledge and agree that the "buy-out" provisions set forth in Section 10.3(b) above apply only to terminations under Sections 10.3(a) and 10.4 above. Such buy-out provisions do not apply to terminations under any other section of this Agreement or to terminations under the HMO Reinsurance Agreement or the Indemnity Reinsurance Agreement.
Buy-Out Provisions. (a) Subject to Section 11.1(a) hereof, a Common Stock Holder (the "Offering Common Stock Holder") shall be deemed to grant an option (the "Call Option") to purchase all, but not less than all, of the offering Common Stock Holder's Shares, upon the occurrence of any of the following events ("Option Events"):
(1) The death of the Offering Common Stock Holder.
(2) The permanent disability of the Offering Common Stock Holder. "Disability" means the incapacity, due to mental or physical illness or accident, which prevents the person in question from gainfully engaging in and performing his duties for the Company at a level of performance substantially equal to the level of which he is capable on the date of this Agreement. "Permanent disability" means a disability which lasts for more than nine (9) continuous months.
Buy-Out Provisions. The Committee may at any time offer on behalf of the Corporation to buy out, for a payment in cash or Stock, an Option previously granted, based on such terms and conditions as the Committee shall establish and communicate to the Optionee at the time that such offer is made; provided, however, that buy-out offers made to officers, directors and ten percent (10%) shareholders may only be payable in cash. Any such cash offer made to an Officer or Director shall, to the extent practicable, desirable, or as determined by the Committee, comply with the applicable provisions of Rule 16b-3, if any.
Buy-Out Provisions. (a) Either General Partner (the “Terminating Party”) may, within 15 days after the end of the 5 day period referenced in Section 15.01 hereof, furnish to the other General Partner an offer to sell (the “Offer to Sell”) stating (i) the selling price at which the Terminating Party is willing to sell all of its Interest in the Partnership (the “Offering Price”); (ii) the terms other than price on which the Terminating Party is willing to sell its Interest in the Partnership, subject to all necessary consents being obtained under all agreements to which the Partnership is a party, and (iii) a written statement being given by the Terminating Party to the other General Partner (“Other Party”) that the procedures required by Section 15.01(a) have been completed and the Dispute remains unresolved.
(b) Upon receipt of the Offer to Sell, the Other Party shall be obligated to either (i) purchase the Interest of the Terminating Party at a price equal to the Offering Price, or (ii) sell to the Terminating Party the Interest of the Other Party at a price which bears the same proportion to the Offering Price as the Interest in the Partnership of the Other Party bears to the Interest in the Partnership of the Terminating Party.
(c) The Other Party shall have a period of 10 days after the receipt of such notice within which to notify the Terminating Party in writing (the “Reply Notice”) whether the Other Party shall either
(i) sell to the Terminating Party all of its Interest, or (ii) purchase all of the Terminating Party’s Interest. In the event that the Reply Notice is not so given prior to the expiration of the 10 day period, then it shall be conclusively presumed that the Other Party has agreed to sell all of its Interest to the Terminating Party, and the Terminating Party (i) shall obtain all required consents under all agreements to which the Partnership is a party (the “Consents”) within 30 days after the date on which the Reply Notice is given or presumed given, and (ii) shall purchase all of the Interest of the Other Party at the Price determined under Section 15.02(b) (ii) above within 30 days after obtaining the Consents (the “Purchase Period”). The Partners shall promptly request all necessary consents to such transaction. If the Other Party elects to purchase, it shall purchase within the Purchase Period all of the Interest of the Terminating Party at the Offering Price as determined above and in accordance with the foregoing provisions of this Section 15.02(c...
Buy-Out Provisions. 7.2.2.4.1. In the event of an unremedied finding that a Member is an Unsuitable Person and the sending of notice by a Licensed Member of its intention to exercise the rights set forth in this Section 7.2.2.4, the provisions of this Section 7.2.2.4 shall apply, notwithstanding any other provision herein to the contrary.
7.2.2.4.2. During the period commencing with the Trigger Date and ending with the transfer or sale of the Affected Member’s Membership Interest pursuant to a subsection of this Section 7.2.2.4, (i) the Company shall not be required or permitted to pay any distribution or interest with regard to the Membership Interests and the amount of such distributions or interest shall be held in escrow by the Company, (ii) the holder of such Membership Interests shall not be entitled to vote on any matter, and (iii) the Company shall not pay any remuneration in any form to the holder of the Membership Interests except in exchange for such Membership Interests as provided in Section 7.2.
Buy-Out Provisions. The following payments and benefits, set forth in the Prior Agreement and not yet paid or awarded to the Executive, are provided to the Executive as part of the overall consideration for his substantial loss of compensation rights from the Previous Employer in connection with entering into the Prior Agreement. Among such lost rights are those pursuant to the following plans and programs of the Previous Employer: the Long Term Plan, the Long Term Preferred Plan, the Long Term Incentive Plan, the Long Term Restricted Stock Plan, the Retention Bonus Plan and the Supplemental Executive Retirement Plan.
Buy-Out Provisions. (a) In the event of an unremedied finding that a Member is an Unsuitable Person and the sending of notice by a Licensed Member of its intention to exercise the rights set forth in this Section 15.4, the provisions of this Section 15.4 shall apply, notwithstanding any other provision herein to the contrary.
Buy-Out Provisions. Notwithstanding any other provision in this Agreement and in addition to any other remedy available, the parties agree to the following buy-out provisions.
Buy-Out Provisions. (a) In the event that Buyer desires to sell or transfer the Patent or an interest in the Patent (excluding, for the avoidance of doubt, any non-exclusive license of the Patent), or to sell or otherwise transfer all, or substantially all of its assets, including the Patent, whether pursuant to a sale of stock or assets, a merger, or otherwise (each, a "Buy-Out Event"), Buyer shall, prior to consummating any such Buy-Out Event, at its option (i) provide for the transferee or merged, consolidated or combined entity (as the case may be) to assume all of the remaining obligations of Buyer set forth in this Section 11 (in which case Buyer shall be automatically released from any further obligation to make any payments to Seller under this Section 11) or (ii) if and only if Buyer is not an "affiliate" (under the meaning with respect thereto as set forth in the Securities Exchange Act of 1934, as amended) of any of the other parties to the Buy-Out Event, irrevocably agree to pay Seller the Buy-Out Payment (defined below) as finally determined pursuant to the terms hereof. If Buyer pays Seller the Buy-Out Payment, all further obligations of Buyer (or its successors and assigns) pursuant to this Section 11 shall immediately cease, and no further payments shall be payable hereunder to the Seller.
