Buy/Sell Election Sample Clauses

Buy/Sell Election. Either Member that is not a Defaulting Member (the "Electing Member") shall have the right, but not the obligation, at any time after the Lockout Date or an Impasse Event to elect to implement the buy/sell procedures set forth in this Article VIII by delivering written notice of such election ("Election Notice") to the other Member (the "Non-Electing Member"). The term "

Buy/Sell Election. Either the Stockholders or the Purchaser may elect to resort to the buy-sell procedure set forth in this Section 7.03 at any time after the expiration of thirty-six (36) months following the date of this Agreement (the "Buy-Sell Date"). At any time from and after the Buy-Sell Date, either the Stockholders or the Purchaser (the "Offering Party") may elect to trigger the provisions of this Section 7.03 by delivering a written notice of its election (the "Election Notice") to the other Party (the "Non-Offering Party"). The Election Notice shall set forth the aggregate value of the Entities (the "Value") determined in the Offering Party's sole discretion. The date on which the Election Notice is received by the Non-Offering Party is the "Election Date."

Buy/Sell Election. 40 8.02 Determination of the Purchase Price .................................................................... 40 8.03 Non-Electing Member's Option ........................................................................... 41 8.04 Deposit ................................................................................................................. 41 8.05

Buy/Sell Election. Upon receipt of a Buy-Sell Notice, the Offeree Member shall have sixty (60) days after delivery of the Certification Confirmation delivered in response to the 15 Day Property Certification to elect, by written notice to the Offeror Member signed by or on behalf of the Offeree Member (the "BUY-SELL ELECTION NOTICE"), either to: (A) sell its Membership Interest to the Offeror Member for a cash purchase price equal to the Offeree Value; or (B) purchase the Membership Interest of the Offeror Member for a cash purchase price equal to the Offeror Value.

Buy/Sell Election. If, at any time after the first anniversary of the Effective Date but prior to the Lockout Dates there is an Impasse Event, then either Voting Member (provided such Voting Member is not in Material Default) (the “Electing Member”) shall have the right, but not the obligation, to implement the buy/sell procedures set forth in this Article VIII by delivering written notice of such election (“Election Notice”) to the other Voting Member (the “Non-Electing Member”) and the SW Member. The Election Notice shall set forth a stated value (the “Stated Value”), as determined in the sole and absolute discretion of the Electing Member, for the Remaining Campus Property owned by the Campus Subsidiary. For purposes of applying this Article VIII, any portion of the Remaining Campus Property that is owned by the Additional Subsidiary on the date an Election Notice is delivered pursuant to Section 8.01 shall be deemed to be owned by the Campus Subsidiary. For the avoidance of any doubt, the SW Member shall have no right to implement the provisions of this Article VIII.

Buy/Sell Election. If, at any time after the third (3rd) anniversary of this Agreement, the Members are unable to mutually agree in good faith upon the resolution of any material business, operational or similar activity in respect of the business of the Company and/or any Subsidiary (including, without limitation, the approval of any proposed budget and business plan pursuant to Section 2.04), then any Member may elect to implement the buy/sell provisions of this Article IX. In order for such Member to elect to exercise the buy/sell in accordance with this Section 9.01, such Member (“Electing Member”) must deliver written notice thereof (“Election Notice”) to the other Member (“Notified Member”). The Election Notice shall set forth a value (the “Stated Value”), as determined in the sole and absolute discretion of the Electing Member, for all of the assets of the Company.

Buy/Sell Election. If the Members reach a good faith impasse with respect to any of the Major Decisions set forth in Section 2.02, then the Representatives of the Members shall meet either in person or telephonically in an attempt to resolve such dispute. If, despite their respective good faith and reasonable efforts, the Representatives of the Members fail to resolve such dispute within ten (10) days following any meeting or any refusal to meet pursuant to this Section 8.01, then either Member (provided such Member is not a Defaulting Member) (the “Electing Member”) shall have the right, but not the obligation, to implement the buy/sell procedures set forth in this Article VIII by delivering written notice (“Election Notice”) to the other Member (the “Non­Electing Member”). The Election Notice shall set forth a stated value (the “Stated Value”), as determined in the sole and absolute discretion of the Electing Member, for all of the assets of the Company.

Buy/Sell Election. At any time after (a) the occurrence of any action or inaction giving rise to a Partner’s right to remove the Development General Partner pursuant to Section 5.8 above, (b) RMLP or Vintage fails to make all or any portion of a cash capital contribution required of such Partner pursuant to Section 3.1 or 3.2 above, where such other Partner has contributed to the capital of the Partnership all of the cash required of such Partner pursuant to such Sections, or (c) the occurrence of an " Impasse Event " (as defined below), the non-offending Partner or, in the case of an Impasse Event, any Partner, may initiate the Buy/Sell procedure set forth in this Article 9. For purposes of this Agreement, an Impasse Event shall be deemed to have occurred whenever the Partners are unable to agree, after using commercially reasonable efforts in good faith for a period of sixty (60) days after request from any Partner, as to any matter which is material to the Partnership and for which this Agreement requires mutual approval (such as, without limitation, whether non-mandatory additional cash contributions should be made to the capital of the Partnership and the approval of the Budget). Notwithstanding the foregoing, no Partner may initiate the Buy/Sell procedure set forth in this Article 9 until the earlier of: (1) September 27, 2003 if the Title Policy has not been issued to the Partnership; and (2) the earlier of expiration of the Tentative Map, recordation of the Final Map and June 9, 2005. The Partner or Partners which implement the Buy/Sell procedure set forth in this Article 9 (the " Offeror Partner ") shall do so by giving to the other Partner or Partners (the " Offeree Partner ") a written irrevocable offer (" Offering Notice ") to either (i) purchase the entire Partnership Interest of the Offeree Partner in the Partnership or (ii) sell the entire Partnership Interest of the Offeror Partner in the Partnership to the Offeree Partner on such terms and conditions as the Offeror Partner shall set forth in the Offering Notice. For purposes of this Article 9, RMLP and C & D will be treated as a single Offeror Partner or Offeree Partner and RMLP will have the sole right to respond to or make any Offering Notice. Moreover, C&D may not implement the Buy/Sell procedure set forth in this Article 9, it being acknowledged and agreed to by C&D that only RMLP may implement the Buy/Sell procedure on behalf of C&D and RMLP. The Offeror Partner shall in the Offering Notice state a valu...

Buy/Sell Election. The Buy-Sell Offer Notice shall set forth: (i) the number of shares of Common Stock owned by GlassBridge that ORIX desires to purchase (which may be all or a portion of the shares of Common Stock then owned by GlassBridge) (the number of shares of Common Stock owned by GlassBridge that is specified in the Buy-Sell Offer Notice, the “Subject Shares”); (ii) the aggregate purchase price for the Subject Shares, which shall be at least Book Value plus 20%) (the purchase price per share of Common Stock specified in the Buy-Sell Offer Notice, the “Offer Price”) and shall be payable exclusively in cash (unless otherwise agreed); and (iii) the closing date for the purchase and sale of the Subject Shares (which closing date shall be on a Business Day between two (2) Business Days and seven (7) Business Days following the date of the Buy-Sell Offer Notice). No Buy-Sell Offer Notice under this Section 5.01(a) may be rescinded without the written consent of each of GlassBridge and ORIX.

Buy/Sell Election. (a) If (i) at any time a Major Transfer shall occur or a Non-Transferring Member shall receive a notice of Major Transfer pursuant to Section 12.2(b) hereof, the Non-Transferring Member may, or (ii) after the first (1st) anniversary of the date hereof, the Members are unable to agree on any Major Decision, any Member may thereafter invoke the provisions of this Section 12.6 (the “Buy-Sell Election”), by sending a notice (the “Buy-Sell Notice”) to the other Member (the “Non-Triggering Member” and the Member first delivering the Buy-Sell Notice being the “Triggering Member”) which such Buy-Sell Notice shall contain (i) a statement that Triggering Member will either buy Non-Triggering Member’s Interest or sell Triggering Member’s Interest at the election of Non-Triggering Member and (ii) the Assumed Gross Property Value that will be used in determining the related Membership Interest Price. Within thirty (30) days of receipt of the Buy-Sell Notice (the “Buy-Sell Election Period”), Non- Triggering Member shall elect (which election shall be irrevocable) to (i) purchase Triggering Member’s Interest (notwithstanding whether the Triggering Member’s Buy-Sell Notice indicated its wish to sell its Interest) for the Membership Interest Price applicable thereto (a “Purchasing Election”), or (ii) sell Non-Triggering Member’s Interest to Triggering Member for the Membership Interest Price applicable thereto (a “Selling Election”). If Non-Triggering Member fails to make either a Purchasing Election or a Selling Election during the Buy-Sell Election Period, Non-Triggering Member shall be deemed to have elected to make a Selling Election. (b) If Non-Triggering Member elects (or is deemed to have elected) a Selling Election, Triggering Member shall purchase the Interest of Non-Triggering Member for the applicable Membership Interest Price. If Non-Triggering Member makes a Purchasing Election, Non-Triggering Member shall purchase the Interests of Triggering Member for the applicable Membership Interest Price. The Member required to buy Interests under this Section 12.6 (the “Buying Member”) shall, within two (2) Business Days of establishing the obligation to purchase, make the applicable Deposit, which Deposit will be paid at the closing of the Buy-Sell Election (the “Buy-Sell Closing”) to the Member required to sell its Interest under this Section 12.6 (“Selling Member”). The Buy-Sell Closing shall take place on a date (the “Buy-Sell Closing Date”) on an “as is” and “where...