Buy/Sell Arrangements Sample Clauses

Buy/Sell Arrangements. 6.5.1 The buy-sell provisions of this Section 6.5 may be initiated by either Cherokee Investors or the Existing Members holding a majority of the Units held by all Existing Members at any time after the first anniversary of this Agreement on the terms set forth below. 6.5.2 The Member or Members electing to initiate such provisions (for purposes of this Section 6.5 such group shall be referred to collectively as the "INITIATING MEMBER") shall give written notice of such election (the "BUY/SELL NOTICE") to the other Members, which, for purposes of this Section 6.5, shall not include any employee of the Company (other than the Existing Members) that has become a Member through exercise of an Option or otherwise (the "OTHER MEMBERS"), which Buy/Sell Notice shall (i) constitute the irrevocable offer to purchase all of the Other Members' Units at the Purchase Price as determined pursuant to Section 6.5.4 below, if the Other Members so elect as set forth below, and (ii) constitute the irrevocable offer to sell all of the Initiating Member's Units to the Other Members at the Purchase Price, if the Other Members so elect as set forth below. 6.5.3 The Other Members shall then have the option, exercisable within thirty (30) days after the date that the Purchase Price is determined in accordance with the procedures set forth below, to give written notice (the "EXERCISE NOTICE") to the Initiating Member as to whether the Other Members elect to (i) purchase all of the Units of the Initiating Member and each of its Affiliates that desire to sell Units or (ii) have the Initiating Member purchase all of the Units of the Other Members and their respective Affiliates, in each case for the Purchase Price. If an Exercise Notice is not duly given by the Other Members prior to the end of the 30 day period referred to above, then as of the end of such 30th day, the Other Members shall be deemed to have duly given an Exercise Notice electing to have the Initiating Member purchase their entire interest and the entire interest of their respective Affiliates. Following the election or deemed election of the Other Members, the purchasing party (the "PURCHASING PARTY") shall deliver the Purchase Price to each of the selling parties (the "SELLING PARTY") in cash at a closing on a date mutually agreed upon by the parties and, in any event, within 60 days of the date that the Exercise Notice is duly given or deemed to have been duly given (or such later date, not to exceed an additional ...
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Buy/Sell Arrangements. (a) At any time following the second Anniversary of the date hereof (the "2nd Anniversary Date"), either the Reckson Group Agent or the NYSTRS Group Agent (as applicable, the "Offeror Member") may tender to the Group Agent of the Unaffiliated Members (for purposes of this Section 10.02 such Unaffiliated Members are collectively, the "Offeree Member") a good faith, written offer (a "Buy/Sell Offer Notice") in which it offers either to sell all of its Interest to the Offeree Member or to purchase from the Offeree Member all of its Interest (it being acknowledged that if the Reckson Members are transferring their "Interest" hereunder, the Reckson Members shall transfer and the acquiring party shall acquire the Total Reckson Interest and provided, that during the period commencing on the 2nd Anniversary Date through and including March 31, 2005 a Buy/Sell Offer Notice may only be delivered if a dispute shall exist with respect to the Major Decision set forth in Section 7.03(b) and the dispute shall not have been resolved after 60 days of good faith negotiation between the members of the Management Committee (the periods and circumstances described above during which a Buy/Sell Offer Notice may not be delivered are collectively, the "Lockout Period"). The Buy/Sell Offer Notice shall provide a price (the "Buy/Sell Price") that the Offeror Member would be willing to sell the Property, and the LLC Accountants' calculation (subject to the review of any Unaffiliated Member) of the amount that would be distributed to (x) the NYSTRS Members (the "NYSTRS Interest Amount"), and (y) the Reckson Members (the "Reckson Interest Amount"), if the Property were sold for cash in an amount equal to the Buy-Sell Price and the purchaser assumed all Secured Liabilities. The Offeree Member shall give written notice (a "Buy/Sell Response Notice") within 60 days after the receipt of the Buy/Sell Offer Notice that the Offeree Member will either (x) sell its entire Interest to the Offeror Member for an amount equal to the NYSTRS Interest Amount or the Reckson Interest Amount, as applicable or (y) purchase the entire Interest of the Offeror Member for an amount equal to the NYSTRS Interest Amount or the Reckson Interest Amount, as applicable (the transactions contemplated by (x) and (y) is a "Buy/Sell Transaction"). If the Offeree Member elects in the Buy-Sell Response Notice to purchase the entire Interest of the Offeror Member, the Offeree Member shall, simultaneously with the delivery...
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Buy/Sell Arrangements. (a) At any time following (i) the 2nd Anniversary Date, if a dispute under Section 7.02 shall have occurred and the dispute shall not have been resolved after 60 days of good faith negotiation between the members of the Management Committee (it being agreed that neither party shall attempt to raise the Major Decision set forth in Section 7.02(a) until the Lockout Date) or (ii) the expiration of the Lockout Period, either the Reckson Group Agent or the Investor Group Agent (as applicable, the "Offeror Member") may tender to the Group Agent of the Unaffiliated Members (for purposes of this Section 10.02 such Unaffiliated Members are collectively, the "Offeree Member") a good faith, written offer (a "Buy/Sell Offer Notice") in which it offers either to sell all of its Interest to the Offeree Member or to purchase from the Offeree Member all of its Interest. The Buy/Sell Offer Notice shall provide a price (the "Buy/Sell Price") that the Offeror Member would be willing to sell the Property, and the LLC Accountants' calculation (subject to the review of any Unaffiliated Member) of the amount that would be distributed to (x) the Investor Members (the "Investor Interest Amount"), and (y) the Reckson Members (the "Reckson Interest Amount"), if the Property were sold for cash in an amount equal to the Buy-Sell Price and the purchaser assumed all Secured Liabilities. The Offeree Member shall give written notice (a "Buy/Sell Response Notice") within 60 days after the receipt of the Buy/Sell Offer Notice that the Offeree Member will either (x) sell its entire Interest to the Offeror Member for an amount equal to the Investor Interest Amount or the Reckson Interest Amount, as applicable or (y) purchase the entire Interest of the Offeror Member for an amount equal to the Investor Interest Amount or the Reckson Interest Amount, as applicable (the transactions contemplated by (x) and (y) is a "Buy/Sell Transaction"). If the Offeree Member elects in the Buy-Sell Response Notice to purchase the entire Interest of the Offeror Member, the Offeree Member shall, simultaneously with the delivery of the Buy/Sell Response Notice, deliver to the New York office of one of the five largest title insurance companies in the United States (the "Buy/Sell Escrow Agent") (to be designated by the Offeror Member) a Deposit (the "Buy/Sell Deposit") equal to five percent (5%) (as reasonably estimated by the Offeree Member) of whichever of the Investor Interest Amount or the Reckson Interest Amo...
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Buy/Sell Arrangements. The value of the Interests in Hong Kong Holdco being purchased under this Section 12.6 shall be determined as follows: (i) In the event that either ZBB Energy or PowerSav exercises its put right due to a PowerSav Breach or a ZBB Energy Breach, respectively, an amount equal to (i) one and one half (1.50) multiplied by (ii) the Interest Value (as defined below); (ii) In the event that either ZBB Energy or PowerSav exercises its call right due to a PowerSav Breach or a ZBB Energy Breach, respectively, an amount equal to (i) one half (.5) multiplied by (ii) the Interest Value (as defined below); or (iii) In all other cases (for example, if ZBB Energy exercises its put right due to a PowerSav Change in Control), an amount equal to the Interest Value. For purposes hereof, the “Interest Value” shall mean the amount equal to the appraised value of Hong Kong Holdco, as determined by an independent third party mutually selected by the Parties, multiplied by a fraction equal to the percentage of equity interest represented by the Interest being sold. The closing of any purchase or sale pursuant to this Section 12.6 shall occur at a date, time and place determined by the Investor initiating the same, which date shall be no later than thirty (30) days following the determination of the Interest Value.
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Buy/Sell Arrangements. All arrangements between the Company and Messrs. Xxxxxxx and Xxxxxxxx relating to the repurchase of Securities held by either of them upon the death of the other, and all related insurance requirements, shall have been cancelled.
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Buy/Sell Arrangements. (a) In the event (i) the Partners or the Executive Committee fail(s) in good faith to reach an agreement with respect to any proposed action set forth in Section 7.6 hereof (other than with respect to Assignments governed by Section 3.5 of this Agreement) on a timely basis, or (ii) there is an "EBITDA Triggering Event" as defined below, any Partner may commit either to purchase another Partner's Partnership Interest at a specified Offer Price or to sell its own Partnership Interest for an amount equal to such Offer Price multiplied by a fraction of which the numerator is the offering Partner's Percentage Interest in the Partnership and the denominator is the other Partner's Percentage Interest in the Partnership, which decision to purchase or sell shall then be made by the other Partner. If neither Partner sets such an Offer Price, such purchase or sale shall not occur unless and until a Partner does so set such a price in the future. Any such offer to purchase shall be made in writing and shall be delivered to the other party in the manner provided in this Agreement. Such notice shall specify a time by which the receiving party shall respond, which time shall be not less than 60 days from the date of receipt of such notice. If the receiving party accepts such offer, or elects to purchase the offering party's interest, the time and place of the closing of any such purchase shall be specified by the receiving party. Any such closing shall take place not less than 120 days from the date of the acceptance of the offer or the election to purchase in Las Vegas, Nevada or Fort Worth, Texas, as specified by the acquiring person. At the closing, the purchaser shall pay the purchase price in immediately available funds wired to such account as the seller shall specify. (b) The Managing General Partner shall distribute to the Partners, not later than January 31 of each year, a calculation of the Partnership's EDITDA for the preceding year. If such EBITDA is 10% or more below the target EDITDA provided on Exhibit 7.7 hereto, COI may by written notice provided prior to February 28 of such year declare that such shortfall constitutes an "EBITDA Triggering Event" for purposes of this Section 7.7. (c) In the event paragraph (a) of this Section 7.7 is triggered, the Partners agree to cooperate in good faith to accomplish the contemplated buy-sell arrangement on a prompt and commercially appropriate manner.
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Buy/Sell Arrangements. (a) As soon as practicable after the occurrence of an event described in Section 15.1(a)(ii), Section 15.1(a)(iv) or, subject to the proviso contained therein, Section 15.1(a)(iii), the Net Equity of the Interests shall be determined in accordance with Section 12.3 and notice of such determination shall be delivered to each Partner. For purposes of such determination of Net Equity pursuant to this Section 15.6, the Partner that (together with its Controlled Affiliates) holds the largest Percentage Interest shall designate the First Appraiser as required by Section 12.4 within thirty (30) days after an occurrence of the applicable Liquidating Event, and the other Partner shall appoint the Second Appraiser within ten (10) days of receiving notice of the appointment of the First Appraiser. -105- December 12, 1996 111 (b) Within thirty (30) days after its receipt of the determination of Net Equity, each Partner must submit to the Chief Executive Officer a sealed statement (the "Initial Offer") notifying the other Partner in writing either (i) that such Partner offers to sell all of its Interest or (ii) that such Partner offers to buy all of the other Partner's Interest. Upon receipt of both of the Initial Offers, the Chief Executive Officer shall deliver the Initial Offer submitted by Holdings to CPP and shall deliver the Initial Offer submitted by CPP to Holdings.
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Buy/Sell Arrangements 
Sample 1

Related to Buy/Sell Arrangements

  • Special Arrangements Fees for activities of a non-recurring nature such as reorganizations, and/or preparation of special reports will be subject to negotiation.

  • Additional Arrangements The UVMP in Košice can offer to students, within its own accommodation capacities, an accommodation in its own facilities for the respective academic year. The accommodation fee and conditions of providing the accommodation are in full competence of the UVMP.

  • Tax Arrangements 47.1 Where the Contractor is liable to be taxed in the UK in respect of consideration received under this contract, it shall at all times comply with the Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (ITEPA) and all other statutes and regulations relating to income tax in respect of that consideration. 47.2 Where the Contractor is liable to National Insurance Contributions (NICs) in respect of consideration received under this Framework Agreement, it shall at all times comply with the Social Security Contributions and Benefits Xxx 0000 (SSCBA) and all other statutes and regulations relating to NICs in respect of that consideration. 47.3 The Authority may, at any time during the term of this Framework Agreement, request the Contractor to provide information which demonstrates how the Contractor complies with sub-clauses 47.1 and 47.2 above or why those clauses do not apply to it. 47.4 A request under sub-clause 47.3 above may specify the information which the Contractor must provide and the period within which that information must be provided.

  • Escrow Arrangements Pursuant to the Escrow Agreement to be entered into among Millxx, xxe Company, Buyer and the Escrow Agent, the portion of the Remaining Purchase Price specified in SECTION 2.6(c) shall be delivered to the Escrow Agent at Closing in immediately available funds. Such monies (which, together with all interest accrued thereon, is hereinafter referred to as the "ESCROW SUM") shall be held pursuant to the terms of the Escrow Agreement for payment from such Escrow Sum of the amounts, if any, owing by the Company and/or Millxx xx Buyer pursuant to the indemnification provisions of ARTICLE VIII below. At the conclusion of the period ending ten days after completion of the Post Closing AA Review and the resolution of any disputes therein pursuant to SECTION 2.9 below, the Escrow Sum shall be reduced to an amount equal to the sum of $1,000,000 in cash, plus the amount, if any, reserved, but not then paid or resolved, pursuant to claims made against the Escrow Sum by Buyer pursuant to the Escrow Agreement and this Agreement (such amount of reduction in the Escrow Sum being referred to as the "ESCROW SUM REDUCTION") and (ii) on April 17, 2000 (such period being referred to herein as the "ESCROW PERIOD"), such remaining portion of the Escrow Sum not theretofore claimed by or paid to Buyer in accordance with the terms of Escrow Agreement and this Agreement (together with any interest on such remaining portion of the Escrow Sum) shall be disbursed to the Company or Millxx. Xxe Company, Millxx xxx Buyer agree that each will execute and deliver such reasonable instruments and documents as are furnished by any other party to enable such furnishing party to receive all disbursements pursuant to the Escrow Sum Reduction or at the expiration of the Escrow Period which the furnishing party is entitled under the provisions of the Escrow Agreement and this Agreement.

  • Transitional Arrangements 1. Subject to the provisions of paragraphs 2, 3 and 4, no Member shall be obliged to apply the provisions of this Agreement before the expiry of a general period of one year following the date of entry into force of the WTO Agreement. 2. A developing country Member is entitled to delay for a further period of four years the date of application, as defined in paragraph 1, of the provisions of this Agreement other than Articles 3, 4 and 5. 3. Any other Member which is in the process of transformation from a centrally-planned into a market, free-enterprise economy and which is undertaking structural reform of its intellectual property system and facing special problems in the preparation and implementation of intellectual property laws and regulations, may also benefit from a period of delay as foreseen in paragraph 2. 4. To the extent that a developing country Member is obliged by this Agreement to extend product patent protection to areas of technology not so protectable in its territory on the general date of application of this Agreement for that Member, as defined in paragraph 2, it may delay the application of the provisions on product patents of Section 5 of Part II to such areas of technology for an additional period of five years. 5. A Member availing itself of a transitional period under paragraphs 1, 2, 3 or 4 shall ensure that any changes in its laws, regulations and practice made during that period do not result in a lesser degree of consistency with the provisions of this Agreement.

  • Financial Arrangements The Commonwealth will provide an estimated total financial contribution to the States of up to $9.5 billion (GST exclusive) in respect of this Agreement, as set out in Part 5 – Financial Arrangements.

  • Purchase Arrangements 1. Within 10 working days after this agreement is signed and becomes effective, Party A shall pay US$ 2.8 million to the overseas account designated by Party B (the specific payment arrangement shall be subject to Clause 1 of Article III) as an advance payment. Both parties agree as follows: (1) Party B shall obtain the sole and exclusive power of attorney from the Subject Company and the shareholders holding 100% of the total shares of the Subject Company for the matters set forth in this agreement; (2) Party A will arrange its staff to survey the land and real estate of the Subject Company. In this regard, Party B and the Subject Company shall give full cooperation and assistance, and authorize or appoint responsible personnel to follow up the whole process; (3) Party B shall settle the historical creditor’s rights and debts arising in the book of the Subject Company, and have the additional business items in the Subject Company’s business scope extended, that is, adding “electric bicycle production” or “electric power assisted bicycle production” and “electric motorcycle production (road motor vehicle production) in the permitted items” in the business scope. (4) Party B shall complete the purchase of the shares of the Subject Company no later than May 15, 2021. Where it is approved and confirmed by Party A in writing, it shall not be later than June 15, 2021.

  • Other Contractual Arrangements 8.1 Escrow Agent Not a Trustee The Escrow Agent accepts duties and responsibilities under this Agreement, and the escrow securities and any share certificates or other evidence of these securities, solely as a custodian, bailee and agent. No trust is intended to be, or is or will be, created hereby and the Escrow Agent shall owe no duties hereunder as a trustee.

  • Business Arrangements Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has granted rights to develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person and is not bound by any agreement that affects the exclusive right of the Company or such subsidiary to develop, manufacture, produce, assemble, distribute, license, market or sell its products.

  • Implementation Arrangements Institutional Arrangements

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