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. (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"):
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, one or more of these Options based on such terms and conditions as the Committee shall establish and communicate to the Employee 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. The parties acknowledge and agree that the "buy-out" provisions set forth in Section 10.4(b) above apply only to terminations under Sections 10.4(a) and 10.5 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.
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.
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. 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. Whenever a Buy-Out Notice shall be delivered in accordance with the provisions of Section 8.2, the same shall constitute an agreement on the part of the Non-Responsible Partner to buy, and the Responsible Partner to sell, the entire Partnership Interest of the Responsible Partner in the Joint Venture for a price, payable in cash at the closing, equal to (i) the total amount of all capital contributions made to the Joint Venture by the Responsible Partner pursuant to Article IV; plus (ii) the then balance of any outstanding Default Loans, together with unpaid interest thereon, made by the Responsible Partner to the Joint Venture on behalf of other Partners; and less (iii) a sum equal to all Net Cash Flow theretofore distributed by the Joint Venture to the Responsible Partner (less any Net Cash Flow theretofore distributed in respect of principal or interest on Default Loans). The closing shall take place not later than five (5) days after the delivery of the Buy-Out Notice at the offices of the Joint Venture. At the closing, the Responsible Partner shall execute and deliver such instruments, documents and certificates as the Non-Responsible Partner shall reasonably request in order to transfer and assign to the Responsible Partner (or to any other party designated by the Non-Responsible Partner to the Responsible Partner in writing at or prior to the closing) the entire Partnership Interest of the Responsible Partner in the Joint Venture, including, without limitation, the entire interest of the Responsible Partner in all Default Loans, and all interest accrued and unpaid thereon, and the Non-Responsible Partner shall deliver the purchase price in cash (or by certified or cashier's check made payable to the order of the Responsible Partner). In the event of any dispute between the Responsible Partner and the Non-Responsible Partner regarding the amount of the purchase price, there shall be paid to the Responsible Partner the amount not in dispute, and the remainder shall be paid promptly upon the determination thereof by the parties, or, in the event they shall fail to agree on the amount, by arbitration conducted in Chicago, Illinois in accordance with the rules and regulations of the American Arbitration Association. In order to further secure the performance of the obligations of the parties hereto, each Partner (if it shall be a Responsible Partner at any time hereafter) hereby appoints the Non-Responsible Partner, and each of its Affiliates, and the of...
Buy-Out Provisions. (a) If (i) Hudson holds any Shares and a Change of Control of UNX xxxxrs, (ii) United holds any Shares and a Change of Control of HUBCO occurs or (iii) more than three years shall have passed since the Closing, Hudson continues to hold Shares and United continues xx xxxd Shares and either Hudson or United elects to utilize this Section, or (xx) Xxdson and United continue to hold the Initial Shares xxx xave reached a disagreement and such disagreement shall not have been resolved within a 60-day period and the two CEOs shall have agreed that an impasse is declared with respect to such matter, then either Hudson or United may utilize the buy- out provisions xx xxxs Section.
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.
