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 10.2. The General Partners hereby agree to use their best efforts to cause the Appraisal Procedure to be completed within ninety (90) days after it has been initiated. The General Partner receiving a Buy-Out Offer (a "Buy-Out Offeree") shall, within 30 days of the determination of the Aggregate Purchase Price in accordance with the Appraisal Procedure, either (a) accept the Buy-Out Offer on behalf of itself and its Affiliates who own Partnership Interests or (b) agree to purchase all (but not less than all) of the Partnership Interests of the Buy-Out Offeror and its Affiliates upon the foregoing terms and using the same Aggregate Purchase Price as was determined in accordance with the Appraisal Procedure to determine the amount owing to each selling Partner. The failure of any Partner receiving a Buy-Out Offer to respond to such Buy-Out Offer within such 30-day deadline of its receipt thereof, either agreeing to accept such Buy-Out Offer on behalf of itself and its Affiliates or by agreeing to purchase all (but not less than all) of the Partnership Interest of the Buy-Out Offeror and its Affiliates on the foregoing terms, shall constitute (without any further action by the Buy-Out Offeror, the receiving General Partner or any other Partner) an irrevocable acceptance of such Buy-Out Offer by the receiving General Partner binding on and enforceable against such General Partner and its Affiliates.
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”):
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.
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:
Buy/Sell Option. If by the end of the Deadlock Mediation Period the Members have been unable to reach a mutually satisfactory resolution of the Applicable Deadlock Issue because the approval of one Member (or such Manager(s) designated by such Member) holding at least twenty-eight percent (28%) of the Membership Units does not approve the proposed resolution relating to the Applicable Deadlock Issue (the “Initiating Member”), then commencing on the first Business Day following the expiration of the Deadlock Mediation Period (the “Termination Date”), the Initiating Member shall be required to:
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:
Buy/Sell Option. If at any time after the date of this Agreement one of the following events occurs:
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").
Buy/Sell Option. 67 Section 12.1 Exercise ...................................... 67 Section 12.2 Closing ....................................... 69 Section 12.3 Default ....................................... 69 Section 12.4 Payment of Debts .............................. 70 Section 12.5 Payment of Loans Held by GECC ................. 70 Section 12.6 Release of Capital Contribution Obligations ... 70 Section 12.7 Offset ........................................ 70 Section 12.8 Minimum Purchase Price ........................ 71 Section 12.9 Operations in Pre-Closing Period .............. 71 Section 12.10 Suspension of Rights Under Articles 13 and 14 ........................................ 71 Section 12.11 Changes in Distribution Rights ................ 71 ARTICLE 13
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. 11.
