Buy-Sell. (a) Either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member.
(b) Any Member which intends to exercise its buy/sell option hereunder (the “Notifying Member”) shall first give notice of its intent to the other Member (the “Buy/Sell Notice”) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire Membership Interest to the Notifying Member for an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Com...
Buy-Sell. (a) In the event WCPT’s approval is sought pursuant to Section 1(b)(i) above and is denied, the Whitehall Group will have the right to exercise a buy-sell with respect to Pointview such that either WCPT or the Whitehall Group will purchase Pointview pursuant to the following terms:
(i) The Whitehall Group may trigger a Pointview Buy-Sell by delivering to WCPT a notice (the “Pointview Buy-Sell Notice”) that specifies the price the Whitehall Group is willing (1) to buy Pointview from the Company or (2) to cause the Company to sell Pointview to WCPT. Such Pointview Buy-Sell Notice shall contain both an irrevocable offer by the Whitehall Group to buy Pointview for a price (the “Pointview Offer Price”) equal to the price specified in the Pointview Buy-Sell Notice (the “Pointview Offer to Buy”) and an offer to cause the Company to sell Pointview to WCPT at the Offer Price (the “Pointview Offer to Sell”). Within 45 days after receipt of a Pointview Buy-Sell Notice, WCPT shall deliver to the Whitehall Group an irrevocable binding notice (the “Pointview Election Notice”) specifying whether it elects to accept the Whitehall Group’s Pointview Offer to Buy or Pointview Offer to Sell. If within such 45-day period, WCPT shall not have delivered an Election Notice, then WCPT shall be conclusively deemed to have irrevocably accepted the Whitehall Group’s Pointview Offer to Buy.
(ii) If WCPT accepts (or is deemed to have accepted) the Whitehall Group’s Offer to Buy, the Whitehall Group (or its designee) will make a deposit to the Company in the amount equal to 10% of the Pointview Offer Price, which deposit shall be non-refundable except in the event of a default by the Company or WCPT. If WCPT accepts the Whitehall Group’s Pointview Offer to Sell, WCPT will make a deposit to the Company in the amount equal to 10% of the Pointview Offer Price, which deposit shall be non-refundable except in the event of a default by the Company or the Whitehall Group. If WCPT elects to buy Pointview it may designate another entity to buy Pointview.
(iii) Closing of the Pointview Buy-Sell will occur within 90 (or if the Offer Price exceeds $25 million, 180) days after the Pointview Election. Notice is delivered or an election is deemed made, with time being of the essence. In the event the Company (or WCPT, in the event the Pointview Offer to Buy is accepted, or the Whitehall Group, in the event the Pointview Offer to Sell is accepted) defaults in its obligation to sell (or to cause the Com...
Buy-Sell. (i) No transfer of any Membership Interests shall be permitted under this Section 16.05(b) before January 1, 2013. At any time after December 31, 2012, a Member (the "Buy/Sell Initiator") may give written notice (the "Buy/Sell Offer Notice") to the other Member (the "Buy/Sell Respondent"), setting forth the Buy/Sell Initiator's intent to buy all, but not less than all, of the Membership Interests of the Buy/Sell Respondent and its Affiliates, if any, whereupon the provisions set forth in this Section 16.05(b) shall apply. Notwithstanding the foregoing, if both CBL and JG or Affiliates of each of CBL and JG, are also members or other equity holders in any other Entity that directly or indirectly owns or leases any real property that is contiguous with the Project, no Buy/Sell Offer Notice shall be effective unless a contemporaneous notice is given under any comparable provision of any operating, partnership or similar agreement with respect to such real property between CBL and JG, or their respective Affiliates, as the case may be. If a Member gives a Buy/Sell Offer Notice as provided in this paragraph, the other Member shall no longer have any right to give its own Buy/Sell Offer Notice under this paragraph while a sale or purchase of a Membership Interest under this Section 16.05(b) pursuant to such Buy/Sell Offer Notice is pending.
Buy-Sell. 12.01 [The confidential material contained herein has been omitted and has been separately filed with the Commission.]
12.02 [The confidential material contained herein has been omitted and has been separately filed with the Commission.]
12.03 [The confidential material contained herein has been omitted and has been separately filed with the Commission.]
12.04 [The confidential material contained herein has been omitted and has been separately filed with the Commission.]
12.05 [The confidential material contained herein has been omitted and has been separately filed with the Commission.]
Buy-Sell. A. Except as hereinafter set forth, at any time following the date which is six full calendar (6) years after the Project Completion Date, either Partner (the "Offeror"), provided such Partner is not then a Defaulting Partner, may by giving the other Partner (the "Offeree") written notice (the "Sale Notice") implement the sale procedures which are set forth in this SECTION 11.4. The Offeror must offer the Entire Interest as previously defined in SECTION 11.3(D). Prior to implementing the sale procedures, the Partner wishing to trigger the buy-sell shall first be obligated to notify the other Partner of its desire to sell its Entire Interest and the Partners shall thereafter commence good faith discussions to determine whether or not they mutually agree upon the terms and conditions for the sale of one Partner's Entire Interest in the Partnership to the other Partner. If the Partners are unable to agree, then upon the earlier to occur of thirty (30) days after commencement of discussions or the date either party notifies the other that it does not want to continue discussions, the Offeror may deliver the Sale Notice which shall state the cash price (determined or to be determined as set forth in subparagraph (E) below) at which the Offeror would be willing to sell its Entire Interest in the Partnership to the Offeree or to purchase the Offeree's Entire Interest in the Partnership.
B. Except as hereinafter set forth, no Partner may give the Sale Notice described in SECTION 11.4(A) during the Construction Period or for six(6) years after the Project Completion Date.
C. If there is a merger, consolidation, or other business reorganization of Chelsea or Chelsea, Inc. or Simon, Simon, Inc., SD Inc., or SPG as a result of which a Change in Control occurs (as defined in Section 1.15), then the non-merging, non-consolidating or non-reorganizing Partner may, at its option implement the Buy-Sell procedures set forth in this Section 11.4 regardless of the period of time that has elapsed subsequent to the Project Completion Date.
D. If any Partner shall choose to deliver a Sale Notice, upon receipt of the Sale Notice given and delivered pursuant to SECTION 11.4(A), the Offeree shall be obligated to elect, in accordance with the provisions of this SECTION 11.4, either to purchase the Offeror's Entire Interest in the Partnership or to sell its Entire Interest in the Partnership to the Offeror for cash at the closing described in SECTION 11.5.
E. The purchase price (the "...
Buy-Sell. If (i) a gaming regulatory authority of a State other than Louisiana makes an Unsuitability Determination as to any Venturer or an Affiliate of such Venturer and (ii) any other Venturer (the "Affected Venturer") reasonably determines that the affiliation of the Affected Venturer with such Unsuitable Venturers threatens any gaming permit, approval or other entitlement that the Affected Venturer or any Affiliate of the Affected Venturer holds or has applied for because of such Unsuitability Determination, then the Affected Venturer shall give a notice of such determination to such Unsuitable Venturers. Within 20 days after such notice is given, the Venturers receiving such notice shall give a notice (a "Buy/Sell Notice") to the Affected Venturer and to the Affected Venturer's Accountants of their election to either sell all (but not less that all) of the Unsuitable Venturers' JV Interests to the Affected Venturer or to buy all (but not less that all) of the JV Interests of the Affected Venturer, in either case at a purchase price mutually agreed upon by such parties or at the fair market value of such JV Interests as determined by an appraiser mutually acceptable to such parties.
Buy-Sell. Should any of the conditions by applicable state law entitling a shareholder to initiate a proceeding for dissolution, either party hereto, not in default hereunder, may give notice in writing to the other party hereto of his desire to transfer his stock to said other, stating in the notice the sum of money which he is willing either to give for the other parties' shares in the Company or to accept for his shares in it if the other party so elects. The party receiving such a notice shall, within ninety (90) days from the date thereof, elect either to sell his shares to the other or to purchase the shares of the other at the sum specified in the notice, and shall notify the party giving the notice of his intention to buy such parties' shares or to sell his own. If the party to whom said notice is given fails to make an election in writing within ninety (90) days after the service of the notice, then the party giving notice may elect whether he will sell his shares or purchase those from the other party upon the terms contained in the notice. When a determination has been made as above provided, the party selling shall convey his shares to the party purchasing upon the payment of the purchase price and shall thereupon retire from any office or position held in the Company. It is fully understood that the provisions of this paragraph shall, as well as any other provision of this Agreement, be enforceable by a Court of competent jurisdiction at the instance of either party. It is, accordingly, the intention of the parties that should either party refuse to buy or sell although the other party has fully complied with the provisions of this paragraph in exercising his options hereunder, such other shall, without limiting his remedies, be entitled to proceed in a Court of equity to seek specific performance of the provisions hereof.
Buy-Sell. (a) Commencing on the fourth anniversary of date of this Agreement (the “Trigger Date”), Revolution Living will have the right, exercisable upon delivery of written notice to the Xxxxxx (the “Buy/Sell Notice”) on or prior to 30 days after the Trigger Date, to invoke the buy/sell procedures set forth in this Section 5.4. The Buy/Sell Notice shall constitute an offer by Revolution Living to (x) sell all of Revolution Living’s and its Affiliates’ shares of Common Stock to Xxxxxx, or (y) purchase from Xxxxxx all shares of Common Stock owned by Xxxxxx and his Affiliates, in each case for cash, at a per share price not less than the average of the closing sales prices of the Class A Common Stock during the 90 calendar days prior to the delivery of the Buy/Sell Notice (the “Buy/Sell Price”). The Buy/Sell Notice shall specify a closing date not fewer than 120 days or more than 150 days from delivery of the Buy/Sell Notice. This Section 5.4 shall be binding on Xxxxxx’x estate. If Gaiam has repurchased shares of Stock from Xxxxxx’x estate pursuant to the Redemption Agreement, then Gaiam and Revolution Living agree that any such shares of Stock shall be included in the buy/sell set forth in this Section 5.4, and any decision by Xxxxxx’x estate to sell shares pursuant to this Section 5.4 shall be binding on Gaiam. If Gaiam has purchased from Xxxxxx’x estate pursuant to the Redemption Agreement a majority of the shares of Stock that the estate originally received from Xxxxxx, then Gaiam shall make any decision on whether to buy or sell shares pursuant to this Section 5.4, and any such decision shall be binding on Xxxxxx’x estate.
(b) On or before the date that is 30 days after the date of delivery of the Buy/Sell Notice, Xxxxxx shall deliver to Revolution Living a notice either accepting its offer to purchase all shares of Common Stock owned by Xxxxxx and his Affiliates, or accepting the offer of Revolution Living to sell to Xxxxxx all shares of Common Stock held by Revolution Living and its Affiliates, in each case for the Buy/Sell Price. If Xxxxxx fails to respond to the Buy/Sell Notice within such 30-day period, such failure to respond shall be deemed Xxxxxx’x election to accept the offer of Revolution Living to sell all of its and its Affiliates’ shares of Common Stock to Xxxxxx.
(c) If a purchase and sale of shares under this Section 5.4 is being consummated, at the closing date (i) the purchaser will pay, to an account designated prior to the closing of such purc...
Buy-Sell. (a) Following the third anniversary of the Effective Date a Major Shareholder (the First Shareholder) may serve written notice by fax or email only (in accordance with clause 28) substantially in the form set out in Schedule 8 (a Buy-Sell Notice) on the other Major Shareholder (the Second Shareholder) in accordance with paragraph (b) below and the other provisions of this clause (including, without limitation, clause 19.5) offering to buy from the Second Shareholder all its Stapled Interests for the time being held by the Second Shareholder (the Buy-Sell Sale Shares) at a cash price in Euros payable on completion of the purchase and not on deferred terms (the Buy-Sell Price).
(b) Prior to serving a Buy-Sell Notice, the First Shareholder shall give written notice by fax or email only (in accordance with clause 28) to the Second Shareholder of its intention to serve a Buy-Sell Notice on the Second Shareholder (the Pre-Notice). During the 30 calendar days following service of the Pre-Notice (the Cooling-Off Period) individual principal representatives of the Major Shareholders (namely the Chairman from time to time of the Supervisory Board of the VIP Guarantor, currently being Xx. Xxxxxx X. Reznikovich (the VIP Representative), and the Group Managing Director from time to time of the HET Guarantor, currently being Xx. Xxxxxxx X.X. Xxx (the HET Representative), or such other senior executive within each Major Shareholder’s organisation as may be nominated for this purpose by the VIP Representative and / or the HET Representative, as the case may be, and notified in writing to the other Major Shareholder) shall meet in person in Luxembourg (unless the VIP Representative and the HET Representative have otherwise agreed in writing between them or one or both of the VIP Representative and the HET Representative give written notice declining to meet) and if the VIP Representative and the HET Representative (or their respective nominees) meet, use reasonable endeavours to resolve any differences or deadlocks that may have led the First Shareholder to form the intention and/or determine to issue a Buy-Sell Notice with the aim that, following such discussions, where possible, the First Shareholder will not serve a Buy-Sell Notice on the Second Shareholder following the Cooling-Off Period. Whether or not the VIP Representative and the HET Representative (or their respective nominees) meet, if the First Shareholder continues to intend to serve a Buy-Sell Notice on the S...
Buy-Sell. 16 8.4 CSD Right/Obligation of Exchange. ...................................................18 8.5 Obligations and Rights of Transferees and Assignees...................................19 8.6 Non-Recognition of Certain Transfers..................................................19 8.7
