Buy/Sell Option Sample Clauses
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Buy/Sell Option. Except under circumstances where the procedures set forth in Section 8.7 applies following a Foreclosure Assignment (as defined below), upon the occurrence of any of the following events, each Member shall have the right of purchase and sale provided by this Section 8.3 to be exercised by a Member (“Electing Member”) by delivering a written notice (“Election Notice”) to the other Member (“Notice Member”):
(a) a Member or the Managing Member seeks in good faith for approval for an action that requires approval of the Board of Managers or the Members pursuant to Section 3.2, Section 6.2, Section 7.4(g), or Section 7.5, and the Board of Managers or the Members, as applicable, reach a full and final deadlock on whether to approve the requested action after attempting in good faith to negotiate a mutually agreed outcome;
(b) the Notice Member, acting as a Managing Member or Member, or any Manager appointed by the Notice Member takes any action or transaction described in Section 7.4 or 7.5 without the consent of the Board of Managers or Members, as applicable;
(c) the Notice Member has breached the Representations and Warranties in Section 6.1;
(d) the Notice Member has breached Section 6.3;
(e) the Notice Member has breached its duties and obligations set forth in Section 6.6(a),(b) or (c);
(f) a Member other than the Managing Member elects to exercise this provision pursuant to the provisions set forth in Section 6.6(e);
(g) a Change of Control with respect to either Member occurs; or
(h) the voluntary election of either Member at any time on or after January 1, 2020. Such Election Notice shall state a dollar amount equal to the value placed by the Electing Member on all of the issued and outstanding membership interests in the Company, calculated on a pari passu basis taking into consideration the relative equity interest of the Electing Member, and shall constitute an irrevocable offer by the Electing Member either to purchase all, but not less than all, of the Member Interest in the Company of the Notice Member from the Notice Member, or to sell all, but not less than all, of the Electing Member’s Member Interest in the Company to the Notice Member. The purchase price at which the Member Interest of any Member is purchased and sold under this Section 8.3 shall be the value for all of the interests in the Company, as stated in the Election Notice, multiplied by the selling Member’s Percentage Interest in the Company.
(i) For a period of time not exceeding s...
Buy/Sell Option. If at any time after the date of this Agreement one of the following events occurs:
(i) the occurrence and continuance of a Bona Fide Dispute;
(ii) the Investor Member exercises its rights of conversion under Section 18 hereto; or
(iii) the Investor Member suffers a Disabling Event pursuant to Section 19; then the Managing Member and the Investor Member shall each have the right to make an offer (the "BUY-SELL OFFER") in writing to the other Member (the "OFFEREE"), which shall state an amount in cash (the "BUY-SELL VALUE"), determined in the sole and absolute discretion of the Member making the Buy-Sell Offer (the "OFFEROR"), to be used in determining the Buy-Sell Price pursuant to Section 20.4. In addition, if a Member fails to make a Capital Contribution required to be made by it under this Agreement (including a Voluntary Additional Contribution Approved by such Member) the Non-Failing Member shall thereafter be permitted to make a Buy-Sell Offer as provided in the preceding sentence, provided, however, that, if a Buy-Sell Offer is triggered by such failure, then the Thirty Day Period specified in Section 20.3 hereto shall be reduced to ten (10) days, and provided, further, that the ninety (90) days specified in Section 20.6 (within which a Buy-Sell Closing Date shall be designated) shall be reduced to thirty (30) days. Further, if a Triggering Transfer described under Section 16.3 hereto with respect to the Managing Member occurs, the Investor Member shall, within ninety (90) days after such Triggering Transfer, be permitted to make a Buy-Sell Offer as provided in the preceding sentence.
Buy/Sell Option. (a) At the fifteenth and at each succeeding anniversary of the date hereof, if at such times this Agreement remains in force, each of the Shareholder and the Company may at its option (the "Buy/Sell Option") provide notice (the "Buy/Sell Notice") to the other party of a price (the "Buy/Sell Price") at which such notifying party intends in good faith either to sell to the receiving party all, but not less than all, of the Securities Beneficially Owned by the notifying party or to buy from the receiving party all, but not less than all, of the Securities Beneficially Owned by the receiving party; provided, however, that the Buy/Sell Price shall apply equally to shares of Convertible Preferred Stock and shares of Common Stock and provided, further, that all references in this Section 3.6 to Securities Beneficially Owned by the Company shall be deemed to refer only to outstanding Securities Beneficially Owned by shareholders of the Company other than the Shareholder Group.
(b) Upon receipt by the Shareholder of a Buy/Sell Notice from the Company, the Shareholder Group shall have ninety (90) days (the "Shareholder Decision Period") within which either to (i) agree to sell for cash all, but not less than all, of the Securities Beneficially Owned by the Shareholder Group to the Company at the Buy/Sell Price or (ii) make a bona fide Clearly Credible Tender Offer (a "Buyout Tender Offer") at the Buy/Sell Price for any and all Securities Beneficially Owned by the Company, which Buyout Tender Offer the Company hereby agrees not to oppose. A non-waivable condition to the consummation of the Buyout Tender Offer shall be the valid tender into such offer, on or prior to the 20th day following the receipt of all regulatory approvals required for the consummation of such offer, of Voting Securities representing in the aggregate two-thirds (2/3) of the Voting Power represented by all Voting Securities held by shareholders of the Company other than the Shareholder Group.
(i) Upon receipt by the Company of a Buy/Sell Notice from the Shareholder, the Company shall have ninety (90) days (the "Company Decision Period") within which to (A) agree to purchase for cash all but not less than all of the Securities Beneficially Owned by the Shareholder Group at the Buy/Sell Price or (B) agree to seek an opinion from an independent, internationally recognized investment banking firm relating to the fairness to the Company's shareholders of the Offer Price in the Buyout Tender Offer with...
Buy/Sell Option. (a) In the event that the Management Committee is unable to reach a unanimous decision with respect to any matter set forth in Section 6.2, either of the General Partners (such Partner herein referred to as a "Buy-Out Offeror") shall have the right to make a written offer to buy (a "Buy-Out Offer") all (but not less than all) of the Partnership Interests of the other General Partner and its Affiliates. The Buy-Out Offer shall be at a price determined in accordance with the Appraisal Procedure (the "Aggregate Purchase Price") which shall be payment for all of the assets, liabilities and business of the Partnership, and the amount to be paid to any selling Partner under this Section 11.2 shall be equal to the amount such selling Partner would receive if all the assets, liabilities and business of the Partnership were sold at the Aggregate Purchase Price on the date the Buy-Out Offer was made and the Partnership were then immediately dissolved in accordance with Section 10.
Buy/Sell Option. (a) During the period of June 1, 2002 through June 30, 2002 and June 1 through June 30 of each calendar year thereafter prior to dissolution of the Company, either Member (the "Initiating Member") may give the other Member (the "Recipient Member") Notification initiating the buy/sell provisions of this Section 6.05 (the "Buy/Sell Notice").
(b) On or before December 31 of the year in which a Buy/Sell Notice is given but effective as of such December 31 (the "Effective Date"), the Initiating Member shall give the Recipient Member Notification setting forth a dollar amount as the aggregate value of all Portfolio Investments (other than Publicly Traded Securities) of the Company based upon which the price at which the Initiating Member is willing to buy the Recipient Member's Membership Interest or sell the Initiating Member's Membership Interest shall be determined (the "Price Notice"). Based upon such dollar amount, a calculation of the allocations called for under Article V shall be made, assuming hypothetically that (i) all such Portfolio Investments were sold on the Effective Date at a purchase price equal to the value specified in the Price Notice, (ii) all cash, cash equivalents and any other short-term assets of the Company were liquidated on the Effective Date at their Market Value, (iii) all Publicly Traded Securities were liquidated at the closing price for such Publicly Traded Securities on the Effective Date and (iv) all Fixed Debts of the Company were paid on the Effective Date. The purchase price for the Membership Interest to be sold shall be the Capital Account balance of the selling Member as of the Effective Date after such allocations. Within ten (10) Business Days after the Effective Date, the Managing Member shall provide to the Members written estimates of the values of items required by (ii), (iii) and (iv) as of the Effective Date. The Managing Member's estimates shall be confirmed by the independent auditors for the Company in connection with the audit for the Company for the calendar year ending on the Effective Date. The auditors will then calculate the Members' Capital Account balances based on such values. Such confirmation and calculation by the auditors for the Company shall be completed at the time of, and shall be delivered with, the audit report for the Company.
(c) For a period of 15 days following the Effective Date, the Recipient Member shall have the option to elect to either (i) purchase the Membership Interest of the In...
Buy/Sell Option. At any time after the date of this Agreement, during the continuance of a Bona Fide Dispute over a proposed Major Decision concerning a proposed Voluntary Additional Contribution pursuant to Section 7.4(a)(ii) hereof, either the Managing Member or the Investor Member (as the Offeror) shall have the right to make an offer (the "FACILITY BUY-SELL OFFER") in writing to the other Member (as the Offeree) solely with respect to the Facility or Facilities that are the subject of the dispute over Voluntary Additional Contributions, which shall state an amount in cash (the "FACILITY BUY-SELL VALUE"), determined in the sole and absolute discretion of the Offeror. The Facility Buy-Sell Offer shall constitute an irrevocable offer by the Offeror to the Company and the Offeree either (i) to cause the Company to sell the Facility or Facilities identified in such Facility Buy-Sell Offer to the Offeree in consideration for the payment of a Facility Buy-Sell Price determined pursuant to Section 21.4 (the "FACILITY OFFER TO SELL") or (ii) to purchase the Facility from the Company in consideration for the payment of a Facility Buy-Sell Price determined pursuant to Section 21.4 (the "FACILITY OFFER TO PURCHASE"). Such Facility Buy-Sell Offer shall be made subject to the conditions of the Lease Agreement applicable to the Facility or Facilities subject to such Facility Buy-Sell Offer; if such conditions are unable to be met, then the Offeror shall have the option, but not the obligation, to trigger the buy-sell provisions of Section 20 hereto.
Buy/Sell Option. Except under circumstances where the procedures set forth in Section 8.7 applies following a Foreclosure Assignment (as defined below), upon the occurrence of any of the following events, each Member shall have the right of purchase and sale provided by this Section 8.3 to be exercised by a Member (“Electing Member”) by delivering a written notice (“Election Notice”) to the other Member (“Notice Member”):
(a) a Member or the Managing Member seeks in good faith for approval for an action that requires approval of the Board of Managers or the Members pursuant to Section 3.2, Section 6.2, Section 7.4(g), or Section 7.5, and the Board of Managers or the Members, as applicable, reach a full and final deadlock on whether to approve the requested action after attempting in good faith to negotiate a mutually agreed outcome;
(b) the Notice Member, acting as a Managing Member or Member, or any Manager appointed by the Notice Member takes any action or transaction described in Section 7.4 or 7.5 without the consent of the Board of Managers or Members, as applicable;
(c) the Notice Member has breached the Representations and Warranties in Section 6.1;
(d) the Notice Member has breached Section 6.3;
(e) the Notice Member has breached its duties and obligations set forth in Section 6.6(a),(b) or (c);
(f) a Member other than the Managing Member elects to exercise this provision pursuant to the provisions set forth in Section 6.6(e);
Buy/Sell Option. From and after the date hereof and continuing until ---------------- such time as C & D is no longer a Partner, the parties hereto covenant and agree that no Partner shall have the right to exercise any rights granted to such Partner pursuant to Article XII of the Partnership Agreement.
Buy/Sell Option. In the event of a failure to resolve a Deadlock pursuant to Section 15.2 within forty (40) Business Days after a Member makes the request for resolution by the Chief Executive Officers (an "Unresolved Deadlock"), either Member, at any time thereafter, shall be authorized to offer to purchase all of the Interest of the other Member pursuant to the procedures set forth in the following provisions:
(a) Either Crescent Operating or Charter Inc. (the initiating party being hereinafter referred to as the "Offering Party") may by written notice to the other party (the "Responding Party") state the aggregate fair value of all of the outstanding Interests in the Company (the "Stated Value"). The giving of such notice of Stated Value by the Offering Party shall constitute the irrevocable offer of such party to purchase all of the Responding Party's Interest in the Company or to sell to the Responding Party all of the Offering Party's Interest in the Company for the respective purchase price provided for hereinafter.
(b) Within thirty (30) days after receipt of said notice, the Responding Party shall determine whether it shall sell its Interest or purchase the Offering Party's Interest in the Company as provided herein and shall give written notice to the Offering Party of its decision and shall designate in that notice which party will be the "Selling Party" and which party shall be the
Buy/Sell Option. 77 Section 12.1 Exercise.......................................... 77 Section 12.2 Closing........................................... 79 Section 12.3 Default........................................... 79 Section 12.4 Payment of Debts.................................. 80 Section 12.5 Payment of Loans Held by GECC..................... 80 Section 12.6 Release of Capital Contribution Obligations....... 80 Section 12.7 Offset............................................ 80 Section 12.8 Minimum Purchase Price............................ 80 Section 12.9 Operations in Pre-Closing Period.................. 80 Section 12.10 Suspension of Rights Under Articles 13 and 14..... 81 Section 12.11