Buy/Sell Arrangements. (a) In the event that, at any time following the third anniversary of the date hereof, members of the Investcorp Group, on the one hand, or members of the Carmel Group, on the other hand, wish to sell all of their Securities (such Stockholders wishing to sell their Securities, the "Offering Stockholders"), and the Offering Stockholders then hold at least 25% of the then current voting power, the Offering Stockholders shall promptly provide written notice thereof to the Company and each of the other Stockholders, which notice shall specify the number of Securities that the Offering Stockholders then hold and desire to sell and the price at which they are willing to sell such Securities. The Company and each of the other Stockholders who are members of the group of which the Offering Stockholders are not members (for purposes of this Section 5, such other Stockholders, the "Offeree Stockholders") shall have the irrevocable option, exercisable by written notice to the Offering Stockholders within 120 days after the receipt of notice from the Offering Stockholders (for purposes of this Section 5, the "Option Period"), to purchase from such Offering Stockholders all of the Securities then held by such Offering Stockholders at the Offering Stockholders' asking price (the "Offer Price"). The determination of whether the Company shall exercise its right to purchase any or all of the Securities proposed to be sold by the Offering Stockholders pursuant to this Section 5 shall be made by the Offeree Stockholders, exercisable by the vote of the holders of a majority of the outstanding Shares held by all of the Offeree Stockholders. If the Company does not elect to purchase all of the Securities proposed to be sold and the Offeree Stockholders submit written elections to purchase more Securities than the number of Securities proposed to be sold which the Company has not elected to purchase, the Offeree Stockholders submitting such elections shall purchase such Securities not purchased by the Company in proportion to their respective holdings of their Securities or such other proportion as they may agree upon.
Buy/Sell Arrangements. (a) As soon as practicable after the occurrence of an event described in Section 14.1(a)(ii), 14.1(a)(iii) or, subject to the proviso contained therein, Section 14.1(a)(iv), the Net Equity of the Interests shall be determined in accordance with Section 11.3 and notice of such determination shall be delivered to each Partner. For purposes of such determination of Net Equity pursuant to this Section 14.7(a), the General Partner that (together with its Controlled Affiliates) holds the largest Voting Percentage Interest shall designate the First Appraiser as required by Section 11.4 within thirty (30) days after an occurrence of the applicable Liquidating Event, and the General Partner that (together with its Controlled Affiliates) holds the smallest Voting Percentage Interest shall appoint the Second Appraiser within ten (10) Business Days of receiving notice of the appointment of the First Appraiser.
Buy/Sell Arrangements. 6.5.1 The buy-sell provisions of this Section 6.5 may be initiated by either Cherokee Investors and Cherokee Investments II acting together (for purposes of this Section 6.5 only, "the 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.
Buy/Sell Arrangements. The value of the Interests in Hong Kong Holdco being purchased under this Section 12.6 shall be determined as follows:
Buy/Sell Arrangements. (a) As soon as practicable after the occurrence of an event described in Section 14.1(a)(ii), 14.1(a)(iii) or, subject to the proviso contained therein, Section 14.1(a)(iv), the Net Equity of the Interests shall be determined in accordance with
Buy/Sell Arrangements. The value of the Interests in the Company being purchased under this Section 13.6 shall be determined as follows:
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.
Buy/Sell Arrangements. In the case of a Buy-Out Event under Section 8.1(a), 8.1(d) or 8.1(e), the Party that delivers the Buy-Out Notice (sometimes in this Article called the "Offeror") shall be deemed to have made to the other Party (sometimes in this Article called the "Offeree") an irrevocable offer to purchase the Venture Interest of the Offeree in the Joint Venture and an irrevocable offer to sell the Venture Interest of the Offeror in the Joint Venture. In the case of a Buy-Out Event under Sections 8.1(a) or (e), the Offeror shall specify in the Buy-Out Notice the purchase price offered to be paid by the Offeror for the Venture Interest of the Offeree. In the case of a Buy-Out Event under Section 8.1(d), the purchase price shall be the Appraised Value of the Joint Venture multiplied by the selling Member's Percentage Interest. The Offeree shall have thirty (30) days from the date of the Buy-Out Notice to accept the Offeror's offer to sell its Venture Interest to the Offeror at the purchase price contained in the Buy-Out Notice or to purchase the Venture Interest of the Offeror at a price equal to the purchase price contained in the Buy-Out Notice multiplied by the Offeror's Percentage Interest divided by the Offeree's Percentage Interest. If the Offeree does not respond to the offer of the Offeror within such thirty (30) day period, the Offeree shall be deemed to have accepted the offer of the Offeror to purchase the Venture Interest of the Offeree.
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.
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.
