Buy-Sell Offer Sample Clauses

Buy-Sell Offer. Any General Partner Group (the “Initiating Partners”) may at any time (i) after the ninetieth (90th) day after the Closing Date and (ii) after notice to the other General Partner Group that the General Partners fail to unanimously agree pursuant to Section 6.2 on any action under this Agreement, deliver to Icahn, with respect to Icahn Group, or Macklowe, with respect to Macklowe Group (with respect to either Icahn Group or Macklowe Group, as the case may be, the “Non-Initiating Partners”) an offer (the “Buy-Sell Offer”) in writing stating the purchase price on a per unit or percentage basis at which the Initiating Partners and/or their Affiliate(s) designated by the Initiating Partners in the Buy-Sell Offer (each an “Initiating Designee” and collectively “Initiating Designees”) are willing to purchase from the Non-Initiating Partners or sell to the Non-Initiating Partners all (but not less than all) Interests in the Partnership held in the case of a purchase by the Non-Initiating Partners, and in the case of a sale by the Initiating Partners. Icahn or Macklowe, as the case may be, on behalf of the Non-Initiating Partners, shall then be obligated to elect to:
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Buy-Sell Offer. (a) Upon the removal of General Partner under Section 13.1 hereof, TRST shall have the right, but not the obligation (the "TRST Purchase Right"), exercisable by written notice to General Partner within thirty (30) days the effective date of the removal of General Partner (the "TRST Purchase Notice"), to purchase General Partner's entire Interest, the entire Interest in the Partnership of any Affiliate of the General Partner and the entire Interest of Parkway or any of its Affiliates, including, by means of example and not limitation, Parkway Properties, Inc. (collectively, the "Parkway Interest") for cash at a value determined in accordance with this Section 13.3.
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Buy-Sell Offer. At any time during the term of this Agreement either Venturer (the "Offeror") shall have the right to offer to sell all (but not a portion of) its interest in the Venture (the "Offer") to the other Venturer (the "Offeree") at a price equal to the amount stated in the Offer (the "Proposed Purchase Price"). Any election by a Venturer under this paragraph 9.02(a) must be evidenced in writing by notice delivered to the Offeree.
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Buy-Sell Offer. (a) Upon the removal of General Partner under Section 13.1 hereof, PERS Holding shall have the right, but not the obligation (the "PERS Holding Purchase Right"), exercisable by written notice to General Partner within thirty (30) days the effective date of the removal of General Partner (the "PERS Holding Purchase Notice"), to purchase General Partner's entire Interest, the entire Interest in the Partnership of any Affiliate of the General Partner and the entire Interest of Parkway Properties, Inc. or any of its Affiliates (collectively, the "Parkway Interest") for cash at a value determined in accordance with this Section 13.3.
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Buy-Sell Offer. The Buy/Sell Notice shall contain an offer to purchase all, but not less than all, of the Interest of the Responding Member (the "Buy/Sell Offer") at the Fair Market Value of such Interest determined in accordance with Article XIII. The Buy/Sell Offer must be made in the form of an all cash, fully financed, non-contingent, binding offer to purchase.
Sample 1
Buy-Sell Offer. In accordance with Section 14.1 of the Operating Agreement and subject to the terms and conditions of this letter agreement, this Paragraph shall constitute an offer, by Existing Castle, to purchase all of the Shares owned by ARV (the "ARV Shares") for a purchase price of $5,280,000, plus, the outstanding principal amount of the Loans (as such term is hereinafter defined) plus interest accrued on such Loans through the Closing (the "Purchase Price"), and an invocation of the buy-sell provisions set forth in Section 14 of the Operating Agreement. ARV acknowledges that for purposes of this letter agreement only, the offer set forth in this Paragraph 1 constitutes a "Buy-Sell Offer" under Section 14.1 of the Operating Agreement and that for purposes of the Buy-Sell Offer set forth in this Paragraph (and not for purposes of any other Buy-Sell Offer) ARV waives any other conditions precedent to the delivery by Existing Castle to ARV of such Buy-Sell Offer which have not yet been satisfied;
Sample 1
Buy-Sell Offer. An Initial Member and its Affiliates, if applicable, (collectively, the "Offering Member") may at any time subsequent to the Contribution Closing make a buy-sell offer in respect of the sale of all of their aggregate Company Interests (or interests in the entity or entities holding such Company Interest), to the other Initial Member and its Affiliates, if applicable, (the "Remaining Members") by giving the Remaining Members written notice (the "Buy-Sell Notice") of the terms and conditions upon which the Offering Member is willing to either buy the entire Company Interest of the Remaining Members or sell to the Remaining Members the entire Company Interest of the Offering Member and its Affiliates with the terms and conditions being the same for both the purchase and the sale. The Buy-Sell Offer shall be irrevocable for 30 days after the Buy-Sell Notice is delivered to the Remaining Members. Within thirty (30) days after receipt of the Buy-Sell Notice, the Remaining Members shall deliver to the Offering Member a written notice of whether the Remaining Members elect (a) to purchase from the Offering Member all of its Company Interest on the terms and conditions stated in the Buy-Sell Notice or (b) to sell to the Offering Member all of the Remaining Members' Company Interests on the terms and conditions stated in the Buy-Sell Notice. In either case, the Offering Member and the Remaining Member(s) shall enter into a Company Interest purchase agreement acceptable to the Offering Member, which shall contain the same terms and conditions as set forth in the Buy-Sell Notice.
Sample 1
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Buy-Sell Offer. Provided that Phase I and Phase II are substantially (75%) improved with buildings, either Partner (the "Offering Partner") at any time, so long as such Partner is not in default on any obligation to be performed hereunder, may implement the buy-sell procedures set forth in this Paragraph 7.5 by such Partner giving a written notice (the "Initial Notice") to the other Partner (the "Receiving Partner") of the Offering Partner's election to implement these buy-sell procedures. The Offering Partner shall give a copy of the Initial Notice to the Partnership's accountants and shall include therein the Offering Partner's opinion of the gross value of the Partnership Property ("Stated Value"), with a request that such accountants make a written determination with twenty (20) days of the total amount that would be distributed to the offering Partner (the "Offering Partner Value") and the total amount that would be distributed to the Receiving Partner (the "Receiving Partner Value"), both in accordance with this Agreement, if the Property were sold for the Stated Value as of the date of the Initial Notice to the accountants and all of the liabilities of the Property and the Partnership were paid prior to distribution of any Distributable Cash. Each respective Partner shall disclose in writing to the accountants and the other Partner, to its best knowledge, all liabilities and potential liabilities of the Partnership of which that Partner has actual knowledge (the "Liability Notice"), either (i) with the Initial Notice if that Partner is the offering Partner, or (ii) within five (5) days after receipt of the Initial Notice if that Partner is the Receiving Partner, as the case may be. Each Partner shall represent that such disclosures therein are true, correct and complete. Such representations shall survive both the closing as described in Paragraph 7.5.3 and any termination or dissolution of the Partnership. Within fifteen (15) days following receipt by the Offering Partner of the accountants' determination, the Offering Partner shall deliver to the Receiving Partner (the date of such delivery being the "Effective Date of Buy-Out Notice") a written irrevocable offer ("Buy-Out Notice") to do either of the following, at the Receiving Partner's election: (i) purchase the entire Interest of the Receiving Partner at the Receiving Partner Value, or (ii) sell the entire Interest of the Offering Partner to the Receiving Partner at the Offering Partner Value. Such Buy-Out No...
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Buy-Sell Offer 
Sample 1

Related to Buy-Sell Offer

  • Change of Control Offer If a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for herein, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:

  • Sale Purchase (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to a Purchase Agreement shall be consummated upon Funding's receipt from Xxxxxx Mae of the Xxxx of Sale and the payment by Funding to Xxxxxx Mae of the Initial Payment and the assignment to Xxxxxx Xxx of the Excess Distribution Certificate, and when consummated such sale and purchase shall be effective as of the date of the Xxxx of Sale. Xxxxxx Xxx and Funding shall use their best efforts to perform promptly their respective obligations pursuant to such Purchase Agreement.

  • No Offer to Sell Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

  • 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.

  • Offer to Purchase In the event that the Company shall be required to commence an Offer to Purchase pursuant to an Asset Sale Offer or a Change of Control Offer, the Company shall follow the procedures specified below. Unless otherwise required by applicable law, an Offer to Purchase shall specify an expiration date (the “Expiration Date”) of the Offer to Purchase, which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of delivering of such Offer, and a settlement date (the “Purchase Date”) for purchase of Notes within five Business Days after the Expiration Date. On the Purchase Date, the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 4.10 hereof or Section 4.13 hereof (the “Offer Amount”), or if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after the regular record date and on or before the related interest payment date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest, if any, shall be payable to the Holders who tender Notes pursuant to the Offer to Purchase. The Company shall notify the Trustee at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section (or such shorter period as is acceptable to the Trustee in its sole discretion) prior to the delivering of the Offer of the Company’s obligation to make an Offer to Purchase, and the Offer shall be sent electronically or mailed by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase. On or before 12:00 noon (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent (other than the Company or an Affiliate of the Company) in immediately available funds the aggregate purchase price equal to the Offer Amount, together with accrued and unpaid interest, if any, thereon, to be held for payment in accordance with the terms of this Section 3.9. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered, (ii) deliver or cause the Paying Agent or depositary, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.9. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five (5) Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest, if any, thereon, and the Company shall promptly issue a new Note, and the Trustee, at the written request of the Company, shall authenticate and mail or deliver at the expense of the Company such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder’s Notes surrendered; provided that each such new Note will be in a principal amount of $2,000 or any integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation or in a press release provided to a nationally recognized financial wire service the results of the Offer to Purchase on or promptly after the Purchase Date. The Company shall comply with the requirements of any applicable securities laws and any regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of an Asset Sale Offer or Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with Sections 3.9, 4.10 or 4.13 of this Indenture, the Company will comply with the applicable securities laws and regulations and will be deemed to have complied with its obligations under Section 3.9, 4.10 or 4.13, as applicable, by virtue of such compliance. Other than as specifically provided in this Section 3.9, any purchase pursuant to this Section 3.9 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof.

  • Delivery of Fundamental Change Repurchase Notice and Notes to Be Repurchased To exercise its Fundamental Change Repurchase Right for a Note following a Fundamental Change, the Holder thereof must deliver to the Paying Agent:

  • Offer Preparation of this Lease by either Lessor or Lessee or Lessor's agent or Lessee's agent and submission of same to Lessee or Lessor shall not be deemed an offer to lease. This Lease is not intended to be binding until executed and delivered by all Parties hereto.

  • The Tender Offer (a) CIG shall (i) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Tender Offer on the Commencement Date and (ii) cause the Tender Offer to remain open until the twentieth Business Day after such commencement of the Tender Offer or, as set forth in this Section 3.01(a), such other later date as CIG, the NBCU Entities and the Company may agree (the “Tender Offer Initial Expiration Date” and together with any extension permitted hereunder, the “Tender Offer Expiration Date”). CIG shall be obligated to accept for payment and pay for shares of Class A Common Stock validly tendered pursuant to the Tender Offer, subject only to the satisfaction or waiver of each of the conditions set forth in Annex A (the “Tender Offer Conditions”). CIG shall have the right to amend or make changes to the terms of the Tender Offer; provided, however, that, without the prior written consent of the Company, the NBCU Entities and the Xxxxxx Stockholders, CIG shall not do any of the following: (A) decrease the Offer Price or change the form of consideration to be paid in the Tender Offer, (B) impose any conditions to the Tender Offer other than the Tender Offer Conditions or (C) otherwise amend the Tender Offer in a manner that would materially and adversely affect the holders of shares of Class A Common Stock. Notwithstanding anything in this Agreement to the contrary, CIG shall have the right to extend the Tender Offer beyond the Tender Offer Initial Expiration Date for: (1) any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Tender Offer or (2) any period required by applicable Law, and upon the Company’s request, CIG shall extend the Tender Offer beyond the Tender Offer Initial Expiration Date for one period of up to 30 days for the purpose of satisfying (x) the requirements under any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Tender Offer or (y) the waiting period requirements applicable to the Tender Offer under the HSR Act. CIG may extend the Tender Offer beyond the date on which shares of Class A Common Stock are first accepted for payment as a “subsequent offering period” (as such term is defined in Rule 14d-1(g)(8) under the Exchange Act in accordance with Rule 14d-11 of the Exchange Act (a “Subsequent Period”); provided, that upon the request of the Company, CIG shall extend the Tender Offer for one such Subsequent Period; provided, further, that no Subsequent Period shall be less than three Business Days nor more than 20 Business Days and that the total number of Subsequent Periods shall not exceed one. To the extent CIG amends or makes changes to the terms and conditions of the Tender Offer pursuant to this Section 3.01(a), the Company and the NBCU Entities shall cooperate with CIG in making any filings or amendments required by the DGCL, the Exchange Act, the Securities Act or any other applicable Law, or as otherwise may be necessary to effect such amendment or change.

  • Asset Sale Offer The Indenture imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries to make Asset Sales. In the event the proceeds from a permitted Asset Sale exceed certain amounts and are not applied as specified in the Indenture, the Issuer will be required to make an Asset Sale Offer to purchase to the extent of such remaining proceeds each Holder’s Notes together with holders of certain other Indebtedness at 100% of the principal amount thereof, plus accrued interest (if any) to the Asset Sale Offer Payment Date, as more fully set forth in the Indenture.

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