Buy Out Right. (a) Subject to the terms of this Section 8.3, the Second Priority Representative, on behalf of the Second Priority Creditors, shall have the right at any time, but not the obligation, to deliver a notice to the First Priority Representative (a “Buy Out Notice”) to acquire all right, title and interest of the First Priority Creditors in and to First Priority Obligations. Without limiting the foregoing, First Priority Representative shall give the Second Priority Representative, on behalf of the Second Priority Creditors written notice with regard to the earliest of the following: (i) within five (5) Business Days of its becoming aware that the First Priority Obligations Payment Date will occur on a date other than the sixth anniversary of the Closing Date, (ii) five (5) Business Days prior to the First Priority Representative’s acceleration of the First Priority Obligations or any material portion thereof, provided, that if the First Priority Representative determines in good faith that the interests of the First Priority Secured Parties are at risk of being prejudiced if it does not effect such acceleration prior to the expiration of such five (5) Business Day period, it may effect such acceleration and shall send notice of such acceleration to the Second Priority Representative no later than contemporaneously with such acceleration, and (iii) five (5) Business Days prior to the First Priority Representative’s initiating proceedings to foreclose upon all or a material portion of the First Priority Collateral. The Second Priority Representative, on behalf of the Second Priority Creditors, shall have the right at any time (whether or not any notice described in the preceding sentence has been delivered or the time for such delivery has elapsed) to deliver a Buy Out Notice as provided for above in this Section 8.3(a). The First Priority Representative shall agree to forbear from accelerating the maturity of the First Priority Obligations or from exercising any Enforcement Action to realize upon any Lien of the First Priority Collateral if the First Priority Representative receives, on or before the fifth day following the date the acceleration notice is given, a Buy-Out Notice from the Second Priority Representative, on behalf of the Second Priority Creditors.
Buy Out Right. Upon the occurrence of an event of default of the type described in Section 6.2 above, the non-defaulting Member (in lieu of electing to dissolve the Company) may elect, within sixty (60) days of the date of the event of default, to purchase the defaulting Member's interest in the Company for a price equal to the "Fair Market Value" of the interest, less a twenty percent (20%) discount. The "Fair Market Value" means the fair market value which will be computed as set forth in the attached Exhibit "B". If prior to the date which is the fifth anniversary of the Commencement Date ("the Fifth Anniversary") a non-defaulting Member elects to purchase the defaulting Member's interest, the defaulting Member's obligations with respect to Section 10.3.1.1 will continue until the Fifth Anniversary, and thereafter all then existing licenses, including without limitation any trademark licenses, content licenses and other intellectual property or proprietary information licenses, from the defaulting Member to the Company will continue and remain in full force and effect in accordance with the terms and conditions of such licenses, except that such licenses will not include any rights in intellectual property, content or other proprietary information developed or acquired by the defaulting Member after the Fifth Anniversary. Notwithstanding the foregoing, all trademark licenses will remain in effect on an exclusive basis until such licenses automatically terminate upon the earlier of the dissolution of the Company as set forth in Section 6.6 below or by such licenses' terms.
Buy Out Right. (a) If an Indenture Event of Default under an Indenture has occurred and is continuing, (A) during the period commencing upon the occurrence of such Indenture Event of Default and ending on the date occurring six months after the earlier of (x) the Acceleration of the Equipment Notes issued under such Indenture or (y) the occurrence of a JetBlue Bankruptcy Event and (B) at any time after such Indenture Event of Default has occurred and been continuing for five years without an Actual Disposition Event occurring with respect to the Equipment Notes issued under such Indenture, with 30 days’ written notice to the Policy Provider, the Subordination Agent, the Class G-1 Trustee and Class G-2 Trustee and the Class C Certificateholders, all, but not less than all, of the Series G-1 and Series G-2 Equipment Notes issued with respect to such Indenture may be purchased from the Class G-1 Trustee and the Class G-2 Trustee by a holder of the Class C Certificates for the amounts set forth in clause (b) below. If prior to the end of such 30 day period, any other holder of the Class C Certificates notifies the purchasing Class C Certificateholder, the Policy Provider and the Subordination Agent that it wants to participate in such purchase, then such other Certificateholder may join with the purchasing Certificateholder to purchase such Equipment Notes pro rata based on the interest in the Class C Trust held by each Certificateholder.
Buy Out Right. At any time during the ninety (90) day period beginning twenty four (24) months after the Effective Date (the "Buy-Out Period"), AOL shall have the right to terminate this Agreement by providing ICP written notice (the "Buy-Out Right"). In the event AOL elects to exercise its Buy-Out Right, AOL shall pay ICP * (the "Buy-Out Fee"), within thirty (30) days of the date of such exercise, provided, that if there is a shortfall in the amount of Impressions that were projected to be delivered as of the date AOL exercises its Buy-Out Right (based upon an even, straight-line distribution of the Impressions Target), AOL shall increase the Buy-Out Fee by an amount equal to the value of such Impressions. The Parties acknowledge and agree that the payment contemplated by this Section 7.3 is solely a termination fee agreed to by the Parties, and shall not be used to determine any damages payable by either Party to the other Party hereunder, which shall be determined in accordance with the remainder of this Agreement (including, without limitation, Section VI of Exhibit C hereof) and applicable law.
Buy Out Right. If a Control Notice is given in accordance with Section 9.04(a) that involves or relates to a Change of Member Control of El Paso GP Holdco (or any Transferee thereof admitted as a Substituted Member pursuant to Section 9.02), then the Company, first, and the other Members, second, shall have the right (“Buy-out Right”) but not the obligation to acquire the Membership Interest of the Changing Member for the fair market value thereof. For purposes of this Section 9.04, fair market value means the cash value for which a third-party buyer and third-party seller under no compulsion would be willing to buy or sell the Membership Interest of the Changing Member. The Changing Member shall deliver its proposed fair market value (“FMV Notice”) of its Membership Interest to the Company and the other Members within five Business Days after the delivery of the Control Notice. The Company and each Member shall have 15 Business Days after receipt of the FMV Notice to dispute the fair market value set forth therein by notice to the Changing Member. If the Company or any other Member disputes the fair market value set forth in the FMV Notice, then the parties shall attempt to resolve such dispute. If such dispute is not resolved within 15 Business Days after delivery of the dispute notice, then the fair market value of the Changing Member’s Membership Interest shall be determined by one investment banking firm of nationally-recognized standing, agreed upon by the Company, the Changing Member and the other Members or failing such agreement, appointed by the Presiding Judge of the United States District Court for the Southern District of Texas, Houston Division, pursuant to a petition to compel appraisal. If such dispute is submitted to the investment banking firm selected in
Buy Out Right. Notwithstanding anything to the contrary, express or implied, contained in this Agreement, NPI, Xxxxxx Xxxxxxxx and Xxxxxx Xxxxxxx or their Permitted Transferees (collectively, the “Minority Shareholders”) shall have the right to sell their Minority Interest to STF (the “Buy-out Right”), all upon the terms and conditions set forth in Section 8.5 of the Stock Exchange Agreement.
Buy Out Right. If the Second Buy-Out Right is exercised after the exercise of the Third Option and prior to the related Closing thereof, then, in such case, such exercise of the Second Buy-Out Right shall supersede and take precedence over such exercise of such Second Option. Any period of time during which a Second Buy-Out Right may be exercised is referred to in this Agreement as a "Second Buy-Out Right Exercise Period."
Buy Out Right. Upon the occurrence of an event of default of the type described in Section 6.2 above, the non-defaulting Member (in lieu of electing to dissolve the Company) may elect, within sixty (60) days of the date of the event of default, to purchase the defaulting Member's interest in the Company for a price equal to the "Fair Market Value" of the interest, less a [***]* discount. The "Fair Market Value" means the fair market value which will be computed as set forth in the attached Exhibit "B". If prior to [***]* a non-defaulting Member elects to purchase the defaulting Member's interest, the defaulting Member's obligations with respect to Section 10.3.1.1 will continue until [***]*, and thereafter all then existing licenses, including without limitation any trademark licenses, content licenses and other intellectual property or proprietary information licenses, from the defaulting Member to the Company will continue and remain in full force and effect in accordance with the terms and conditions of such licenses, except that such licenses will not include any rights in intellectual property, content or other proprietary information developed or acquired by the defaulting Member after [***]*. Notwithstanding the foregoing, all trademark licenses will remain in effect on an exclusive basis until such licenses automatically terminate upon the earlier of the dissolution of the Company as set forth in Section 6.6 below or by such licenses' terms.
Buy Out Right. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction that is not approved by the Company’s Board of Directors, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction in the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the last VWAP immediately prior to the public announcement of such Fundamental Transaction(D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within five Business Days of the Holder’s election (or, if later, on the effective date ...
Buy Out Right. (i) Upon a final determination that (x) a material breach occurred, (y) such material breach was not cured and (z) such material breach has caused or is reasonably likely to cause a material adverse effect on the business or prospects of the Collaboration, the non-breaching Party, at its option and in its sole discretion, may exercise a right to buy-out the entire interest held by the other Party in the Collaboration at fair market value (“FMV”) by providing written notice thereof to the breaching Party within [*] of such final determination.
