Buy-Sell Notice. The term “
Buy-Sell Notice. A Member (the “Initiating Member”) wishing to initiate the buy/sell offer shall send a written notice (the “Buy/Sell Notice”) to the other Member (the “Recipient Member”), which shall state (i) (a) if the Buy/Sell Notice is with respect to a Portfolio Impasse, a price for the Company (the “Company Value”) upon which the purchase of the Recipient Member’s Interest or sale of the Initiating Member’s Interest shall be based and (b) if the Buy/Sell Notice is with respect to a Property Impasse, the cash sales price (the “Sales Price”) for the Properties that are subject to the Property Impasse (the “Buy/Sell Properties”), and (ii) that the Initiating Member offers, in the alternative (which determination is to be made by Recipient Member), either (a) with respect to a Buy/Sell Notice triggered by a Portfolio Impasse, to purchase the entire Interest owned by the Recipient Member for the amount that the Recipient Member would receive upon liquidation of the Company for the Company Value or to sell the Initiating Member’s Interest to the Recipient Member for the amount that the Initiating Member would receive upon liquidation of the Company for the Company Value, or (b) with respect to a Buy/Sell Notice triggered by a Property Impasse, purchase the Buy/Sell Properties for an amount equal to the Sales Price or to permit the Recipient Member to acquire the Buy/Sell Properties for an amount equal to the Sale Price, which Buy/Sell Notice shall be accompanied by a copy of the contract of sale (the “Buy/Sell Purchase Agreement”) that would be used in connection with the transfer of an Interest or the Buy/Sell Properties, as applicable, under this Section 8.4.
Buy-Sell Notice. At any time after the Investment Period, any Member (the “Initiating Member”) may give written notice (the “Buy-Sell Notice”) to the other Member (the “Responding Member”) stating the Initiating Member’s determination of either (i) the value of the Company (the “Company Value”) or the value of one or more Properties of the Company (the “Selling Properties”) that the Initiating Member desires that the Company sell (the “Property Value”). In the case of the Property Value, the Property Value shall be the gross fair market value of the Property or Properties. In the case of the Company Value, the Company Value shall be the gross fair market value of all of the Properties and other tangible Company assets. The Buy-Sell Notice shall state that the Initiating Member is willing to (a) in the case of the interests in the Company, buy all of the Responding Member’s interests in the Company or (b) in the case of the Selling Properties, purchase from the Company the Selling Properties for the Property Value (subject to adjustment as set forth in Section 10.11(i)). If the Buy-Sell Notice would relate to the purchase of more than one Property, the Selling Member shall submit separate Buy-Sell Notices with respect to each such Property, and the procedures of this Section 10.6 shall apply separately and independently with respect to each Offer Notice (so that, for example, the Other Member may deliver a separate Response Notice with respect to each Property), and the term Selling Properties shall refer separately to each Property, rather than to such Properties collectively.
Buy-Sell Notice. If (a) at any time any Member desires to adopt one or more Extraordinary Resolutions, but approval of the other Member for the passing of such Extraordinary Resolutions cannot be obtained in accordance with Article V and (b) such situation continues without resolution for at least 90 --------- days (during which period the Members shall conduct good faith negotiations and discussions, which shall include, without limitation, a requirement of a face to face meeting of the chief executive officers of the respective Member's Ultimate Parents), then any Member (the "Triggering Member") may, at any time thereafter while such situation continues without resolution, send a notice (the "Buy-Sell Notice") to the other Member (the "Receiving Member"). The Buy-Sell Notice shall constitute an offer by the Triggering Member either (i) to sell the Capital Interest of the Triggering Member or (ii) to purchase the Capital Interest of the Receiving Member, in either case for a cash price in Dollars equal to the price per one Peso contributed to the equity of the Company (the "Capital Interest Price") set forth in the Buy-Sell Notice. The Buy-Sell Notice shall be accompanied by an irrevocable letter of credit issued by a reputable financial institution in favor of the Receiving Member in the amount of 10% of the Capital Interest Price multiplied by the number of whole Pesos contributed to the equity of the Company by the Receiving Member, which letter of credit shall provide that in the event the Receiving Member elects to sell its Capital Interest and the Triggering Member for any reason (other than due to the fault of the Receiving Member or the failure, through no fault of the Receiving Member, to obtain the consent, if required, of the Lenders) fails to complete the closing of the transaction within the time period set forth in Section 6.3, then the ----------- Receiving Member shall have the right (without limitation to any other remedy available), for a period of 10 Business Days after the expiration of such period, to draw on the letter of credit and retain the proceeds thereof.
Buy-Sell Notice. Upon the occurrence of a Buy-Sell Event, the Member as to whom such event has occurred (the “Withdrawing Member”), or its executor, administrator or other legal representative in the event of death or declaration of legal incompetency, shall give notice of the Buy-Sell Event (the “Buy-Sell Notice”) to the Company and the other Members within ten (10) days after its occurrence. If the Withdrawing Member fails to give the Buy-Sell Notice, the Company or any other Member (other than a Withdrawing Member) may give the notice at any time thereafter and by so doing commence the buy-sell procedure provided for in this Article IX.
Buy-Sell Notice. Upon the occurrence of a Buy-Sell Event, the Member to whom such event has occurred (the “Withdrawing Member”), shall give notice of the Buy-Sell Event (the “Buy-Sell Notice”) to the Manager within ten (10) days after its occurrence. If the Withdrawing Member fails to give the Buy-Sell Notice, any other Member as applicable, may give the notice at any time thereafter, and by so doing commence the buy-sell procedure provided for in this Article XIII. The date on which the Buy-Sell Notice is delivered shall be referred to herein as the “Notice Date.” The Withdrawing Member’s Interests, in whole and in part, shall be referred to herein as the “Withdrawing Interest.”
Buy-Sell Notice. 36 14.2 Actions by Receiving Member................................................................36 14.3 Closing....................................................................................37 14.4 Failure to Close...........................................................................37 ARTICLE XV
Buy-Sell Notice. If the Mediation results in an impasse, then either Shareholder within 15 Business Days of the recording of such impasse in the Company’s corporate records shall be entitled to give to the other a Buy/Sell Notice. The Buy/Sell Notice shall provide a price per share and detailed terms for a stock sale and provide that the Shareholder issuing the Buy/Sell Notice will either buy the other Shareholder’s shares or sell its Shares to the other Shareholder for the price and terms set forth in the Buy/Sell Notice. The other Shareholder shall within twenty (20) business days respond in writing to the Buy/Sell Notice by electing to either sell its Shares to other Shareholder, or buy the other Shareholder’s Shares on the exact and unmodified terms set forth in the Buy/Sell Notice. In the event the Shareholder receiving the Buy-Sell Notice elects to purchase the Shares of the Shareholder who issued the Buy-Sell Notice, the written election notification provided herein shall be accompanied by a $25,000 closing deposit. In the event the Shareholder receiving the Buy/Sell Notice elects to sell its Shares, then within 48 hours of receipt of this election, the issuing Shareholder shall deliver to the other Shareholder a $25,000 closing deposit. Only one Buy/Sell Notice shall be issued in the case of each Deadlock and that shall be the Buy/Sell Notice first placed in the hands of an overnight mail or delivery service or reputable courier service with sufficient address and instructions for delivery to a Shareholder.
Buy-Sell Notice. Subject to the provisions of this Agreement, (i) Sony shall have the right to deliver a Buy/Sell Notice to WAC and CAC, and (ii) WAC and CAC shall have the right to deliver a Buy/Sell Notice to Sony. A Buy/Sell Notice may be given only after the second anniversary of the Existing Facility Closing Date. For purposes of this Section 9.2, the following terms shall have the meanings set forth below:
Buy-Sell Notice. “Buy/Sell Notice” has the meaning set forth in Section 9.6.5.
