Buy/Sell Option. (a) In the event of a Deadlock at any time during the term of the Partnership, either Partner may exercise a "buy-sell" right (the "Buy-Sell") as follows: either Partner (the "Offeror") exercising such Buy-Sell (A) shall deliver to the other Partner (the "Offeree") a written notice (the "Buy/Sell Offer") stating the Offeror's exercise of such right and setting forth the Buy/Sell Offer and a description of any negotiations or discussions with third parties that Offeror may have had with respect to the sale of the Partnership Interest and the Business, which Buy/Sell Offer shall represent the dollar amount (without reduction for any deemed or imputed expenses of sale) that the Offeror would be willing to pay to the Partnership in cash for the Business (the "Offer Amount") and (B) simultaneously with the delivery of the Buy/Sell Offer, shall deliver into escrow with a title insurance company located in Dallas, Texas selected by the Offeror (the "Escrow Agent"), a good faith deposit in the amount of the Offer Deposit. The Offeror hereby instructs the Escrow Agent that the Escrow Agent shall either (i) in the event the Offeree elects to sell its interest in the Partnership (the "Partnership Interest") in accordance with the terms hereof, apply such Offer Deposit to the purchase price as of the Buy/Sell Closing Date (as hereinafter defined) or if the Offeror fails to timely purchase the Offeree's Partnership Interest in accordance with the terms hereof, disburse such Offer Deposit in accordance with Section 7.3(g), or (ii) in the event the Offeree elects to purchase the Offeror's Partnership Interest, disburse such Offer Deposit in accordance with Section 7.3(e).
(b) The notice transmitting the Buy/Sell Offer shall be deemed to constitute an offer by the Offeror to purchase the Offeree's Partnership Interest for a price equal to the Receipt Amount. "Receipt Amount" shall mean the aggregate amount which the Partner whose Partnership Interest is to be transferred, whether Offeror or Offeree, would receive as a Partnership distribution if (i) the Business were sold for cash for the Offer Amount, (ii) all debts and liabilities of the Partnership but without taking into account any deemed or imputed expenses which would occur for the sale to third parties (e.g. imputed brokerage fees, etc.) were paid in full from such proceeds and (iii) prorations were made with respect to all current assets and current liabilities of the Partnership.
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. (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. If the Board and Members are unable to agree on a Major Decision, they shall first negotiate in good faith for a period of not less than thirty (30) days to reach an agreement on such Major Decision. If they are not able to agree after such thirty (30) day period, then for so long as they remain unable to agree on such Major Decision, a Member (the “Initiating Member”) shall have the right to purchase all of the Units of the remaining Members (the “Receiving Members”) or sell all of his or her own Units to the Receiving Members on an all-cash basis in an amount and in the manner set forth in this Article VII. The provisions of this Article VII shall apply notwithstanding the restrictions of Article VI. The Initiating Member may exercise this right by delivering to the Receiving Members a notice (the “Exercise Notice”) stating:
(a) That the Initiating Member will, at the option of the Receiving Members, either (i) purchase for cash all of the Receiving Members’ Units or (ii) sell for cash all of the Initiating Member’s Units to the Receiving Members; and
(b) The purchase price (the “Purchase Price”) is the price stated in the Exercise Notice for which the Initiating Member is either willing to sell his or her Units to the Receiving Members or in the alternative to purchase the Receiving Members’ Units from the Receiving Members. The Purchase Price shall be adjusted proportionately to reflect the difference in the Percentage Interests of the Units of the Members.
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. 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. 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. 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 New Crescent or Magellan (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. 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 7.5(b)(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 or Facilities 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. 5.1. The Shareholders agree that the buy-sell provisions of this Section 5 shall be available in accordance with the provision of this Section 5.1 as follows:
(i) In the event that:
(a) a matter set forth in Exhibit D hereof is submitted to the Board of Directors for approval and is not passed,
(b) within 30 days thereafter a director from the Group that originally submitted the matter to the Board of Directors re-submits it to the Board of Directors for approval, and
(c) after re-submission that matter is once again not passed, the Group whose director re-submitted the matter shall have the right to initiate the buy-sell option contained in this Section 5 during the thirty (30) day period following the second vote of the Board of Directors.
(ii) If there shall not be a quorum at any two or more successive Board of Directors meetings for which notice was given to all directors in accordance with the By-Laws of the Company, the ECO Group (if at least one director chosen by it attended each such meeting) and/or the Chase Group (if at least two directors chosen by it attended each such meeting) shall be entitled to initiate the buy-sell option contained in this Section 5 for a period of 30 days following the date of the second and each subsequent meeting in the series.
(iii) The holder of any series of preferred stock which the Company shall fail to redeem upon the Series B Redemption Date (as defined in the Certificate of Incorporation) or upon any date set by the Company for redemption pursuant to the optional redemption provisions of Article IV of the Certificate of Incorporation of the Company shall have the right to initiate the buy-sell option contained in this Section 5.
(iv) If PCI shall refuse to accept, or shall waive its rights to receive payment of amounts due and payable to it by PIHLP pursuant to Article XVII of the Stock Purchase Agreement, or if PCI shall waive any of ECO's rights and remedies
