Buy-Out Rights. (a) If a lien is placed on MTG or on any equity member(s) of MTG having an aggregate equity interest in MTG of 30% or more (the "Lien Member), the Lien Member shall, within 10 days of the placement of the lien, give written notice to Phone 1 (the "No Lien Member") xxx xxx Xxxxxxx xx xxxx Lien. The Company shall have the right to buy out the Ownership Interest of the Lien Member at a price equal to the net book value of the Company exclusive of goodwill and intangibles (the "Book Value") on the date of the closing of the purchase of the Lien Member's Ownership Interest minus 70% (the "Reduced Price"), in five yearly, equal and consecutive payments with interest at the Applicable Federal Rate under the Code for instrument of like duration interest if such Lien is not removed or vacated within thirty (30) days. If the Company, under this Section 7.6 (a) decides to purchase the Lien Member's Ownership Interest, it shall notify the Lien Member in writing. This notice shall be deemed to be an irrevocable commitment to purchase the Lien Member's Ownership Interest at the Reduced Price, in five yearly equal and consecutive payments with interest at the Applicable Federal Rate. The Company, if it does not receive notice from the Lien Member, may exercise the same rights when it learns of the lien. If the Company does not accept to purchase the Lien Member's Ownership Interest within 30 days from the Notice given by the Lien Member (of if no such notice is given, within 30 days from the moment the Company learns of the lien), the No Lien Member shall have the right to purchase the Lien Member's Ownership Interest under the same terms and conditions described in the paragraph above.
(b) if a petition by or against MTG (the "Relief Member") in bankruptcy is filed, or if MTG goes bankrupt, asks any relief under any federal or state insolvency laws or gets reorganized (collectively, an "Insolvency Event"), the Relief Member shall, within 10 days of such Insolvency Event, give written notice to the other Members and the Company of such Insolvency Event. The Company shall have the right to purchase the Relief Member's Ownership Interest (such decision shall be taken by all the Members, excluding the Relief Member) at the Reduced Price, in five yearly, equal and consecutive payments with interest at the Applicable Federal Rate. If under this Section 7.6 (b) the Company decides to acquire Relief Member's Ownership Interest, it shall notify such Relief Member in writing. Thi...
Buy-Out Rights. If any Assignor (or a nominee acceptable to the Assignees) shall acquire title to all or any part of the Collateral securing a Loan, the Assignor shall, upon demand of the Assignees, buy out the Assignees' Participation Interest in such a loan at the sole and absolute discretion of the Assignees.
Buy-Out Rights. In the event of the occurrence of any of the events described in Section 8.1, G-P shall have the option to either (a) cause the dissolution and wind up the Company pursuant to this Article VIII; or (b) cause a Subsidiary of G-P to purchase the Units held by the WISCO Member at a purchase price calculated by multiplying the Formula Price times the WISCO Member's Percentage Interest, in which case the Company shall not be dissolved; or (c) to the extent legally permissible, take no action and continue the existence of the Company. Such option shall be exercised, and notice of such exercise provided to the WISCO Member, within 120 days after the occurrence of any of such events described in Section 8.1.
Buy-Out Rights. Section 8.1 Buy-Out Rights. The following shall be "Buy-Out Events" with respect to the Joint Venture:
(a) a Party shall have exercised its right to terminate the term of the Joint Venture pursuant to Section 2.5 (in which case such Party shall deliver a written notice (a "Buy-Out Notice") in accordance with Section 8.2);
(b) a Material Default has occurred (in which case the non-defaulting Party may deliver a Buy-Out Notice in accordance with Section 8.2);
(c) the Bankruptcy of a Party (in which case the non-bankrupt Party may deliver a Buy-Out Notice in accordance with Section 8.2);
(d) a Change of Control shall occur with respect to Rock-Tenn or Sonoco (in which case such Party shall deliver a Buy-Out Notice in accordance with Section 8.2); and
(e) written mutual consent of all of the Parties (in which case any Party may deliver a Buy-Out Notice in accordance with Section 8.2).
Buy-Out Rights. If the Management Board authorizes the Company to take any of the following actions or enter into a binding commitment to take any of the following actions, a dissenting Member may require the Company to purchase its interest as provided in this Section 6.4 as a condition of taking such action. The actions giving rise to such right are:
(i) To materially change the business of the Company;
(ii) To merge or consolidate with any other company or entity; or
(iii) To sell all or substantially all the assets of the Company.
Buy-Out Rights. At anytime during the Term, NeurogesX shall have the right to terminate this Agreement upon thirty (30) days prior written notice to CHRP referencing this Section 7.02(c) and delivery to CHRP an amount equal to:
(i) If such notice is given in connection with or within [***] the close of a Change of Control, then the greater of (A) $68 million and (B) an amount that would generate the return of the Revenue Investment Advance together with interest accruing at an internal rate of return (utilizing the actual date of each payment and the same methodology utilized by the XIRR function in Microsoft Excel) to CHRP of [***] in respect of the Revenue Investment Advance from the date of the making of the Revenue Investment Advance through the date of payment of the Buy-Out amount, in each case less all Revenue Interest Payments previously received by CHRP; or
(ii) If such notice is not given in connection with or within [***] the close of a Change of Control, then the greater of (A) $76 million and (B) an amount that would generate the return of the Revenue Investment Advance together with interest accruing at an internal rate of return (utilizing the actual date of each payment and the same methodology utilized by the XIRR function in Microsoft Excel) to CHRP of [***] in respect of the Revenue Investment Advance from the date of the making of the Revenue Investment Advance through the date of [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. payment of the Buy-Out amount, in each case less all Revenue Interest Payments previously received by CHRP.
(iii) For purposes of the foregoing, “Change of Control” shall mean, with respect to NeurogesX, any transaction or series of related transactions that would occasion: (A) any consolidation, merger, share exchange, conversion or other form of corporate reorganization or business combination involving NeurogesX, other than any such consolidation merger, share exchange, conversion or other form of corporate reorganization or business combination which would result in the record and beneficial owners of the voting securities of NeurogesX outstanding immediately prior to such event continuing to own, in substantially the same proportions, voting securities representing (either by remaining outstanding or by being converted into voting securities of the surviving entity or any ...
Buy-Out Rights. In the event either of the Parties decides to liquidate its assets, including its ownership in the Technology; or if a Party is dissolved other than in a reorganization; then the other Party shall have the first right of refusal to purchase that Party’s ownership interest in the Technology as set forth below.
Buy-Out Rights. The ownership interests of the Parties and their permitted successors and assigns in the Company are subject to the buy-out rights provided for in Article 8 of the Joint Venture Agreement.
Buy-Out Rights. The Facility Agent and the Senior Lenders severally hereby agree with the Junior Lenders that:
31.1.1 following the occurrence of a Lease Event of Default which is continuing, the Senior Lenders of the related Loan shall, if requested by the Junior Lenders of the related Loan, transfer all of their rights and interests under this Agreement and the other Transaction Documents in relation to the Loan relating to the Aircraft subject to the Lease Event of Default to the relevant Junior Lenders against payment of the Transfer Amount (to be made by the relevant Junior Lenders within three (3) Business Days of the relevant Junior Lenders’ request) whereupon each relevant Senior Lender shall forthwith deliver to the relevant Junior Lenders a Transfer Certificate in accordance with this Agreement and give written notice to the Lessee of such transfer, and the Facility Agent shall promptly comply with its obligations under Clause 19 (Assignment of Rights) and Schedule 2 (Form of Transfer Certificate) with respect to such transfer; and
31.1.2 the Senior Lenders of the related Loan shall only be obliged to transfer all of their rights and interests under this Agreement and the other Transaction Documents in relation to the Loan relating to the Aircraft subject to the Lease Event of Default to the relevant Junior Lenders in accordance with Clause 31.1.1 if, on or before the proposed Transfer Date, the Junior Lenders have exercised their rights under Clause 31.1.1.
Buy-Out Rights
