Buy-Sell Procedure. 9.01 If any of the Parties are desirous of purchasing the Ownership Interest of a Defaulting Party as defined in Section 8.02 hereof, the transaction shall be initiated and completed in the following manner. The said party (hereinafter referred to as the "Offeror") shall give to the other party (hereinafter referred to as the "Offeree") notice in writing which shall contain the following terms and provisions:
Buy-Sell Procedure. Prior to the filing of a partition action in accordance with Section 8 or upon the occurrence of an Event of Bankruptcy in accordance with Section 9, the Tenant in Common filing such action or the subject of the Event of Bankruptcy (hereinafter, “Seller”) shall first make a written offer (“Offer”) to sell its Interest to the other Tenant in Common at a price equal to (a) the Fair Market Value (as defined below) of Seller’s undivided Interest minus (b) Seller’s proportionate share of any selling, prepayment or other costs that would apply in the event the Property was sold on the date of the offer. The other Tenant in Common shall be entitled to purchase the selling Tenant in Common’s Interest in the Property. “Fair Market Value” shall mean the fair market value of Seller’s undivided Interest in the Property (reduced by liabilities secured by the Property or liabilities taken subject to) on the date the Offer is made as determined in accordance with the procedures set forth below. The other Tenant in Common shall have twenty (20) days after delivery of the Offer to accept the Offer. If the other Tenant in Common (the Tenant in Common electing to accept the Offer, “Purchaser”) accepts the Offer, Seller and Purchaser shall commence negotiation of the Fair Market Value within fifteen (15) days after the Offer is accepted. If the parties do not agree, after good faith negotiations, within ten (10) days, then each party shall submit to the other a proposal containing the Fair Market Value the submitting party believes to be correct (each a “Proposal”). If either Purchaser or Seller fails to timely submit a Proposal, the other party’s submitted Proposal shall determine the Fair Market Value. If both Purchaser and Seller timely submit Proposals, then the Fair Market Value shall be determined by final and binding arbitration in accordance with the procedures set forth below. Purchaser and Seller shall meet, telephonically or at a mutually agreeable location, within seven (7) days after delivery of the last Proposal and make a good faith attempt to mutually appoint a certified MAI real estate appraiser who shall have been active full-time over the previous five (5) years in the appraisal of comparable properties located in Austin, Texas to act as the arbitrator. If Purchaser and Seller are unable to agree upon a single arbitrator, then Purchaser and Seller each, within five (5) days after the meeting, shall select an arbitrator that meets the foregoing qualification...
Buy-Sell Procedure. (a) At any time following the two (2) year anniversary of the date hereof, any Member shall have the right to commence the Buy-Sell procedure pursuant to this Section 10.5 as set forth below (the “Buy-Sell Procedure”); provided, however, in the event a Buy-Sell procedure under Section 10.5 of the operating agreement of any of GDC SMG, LLC, Aspen Cove Apartments, LLC, or SMG Celebration, LLC (the “Affiliated Companies”) is triggered, the Member that is, or is the Affiliate of, the Person that so triggers such Buy-Sell Procedure shall be deemed to have triggered the Buy-Sell Procedure under this Section 10.5; provided, further, in the event of any triggering of the Buy-Sell Procedure hereunder that results in a sale of the Property, the “Property” under this Agreement and each such other operating agreement shall be transferred together unless otherwise agreed to by the Members and the members of the Affiliated Companies.
Buy-Sell Procedure. (a) The closing (the "CLOSING") of a purchase and sale transaction under this ARTICLE 13 will be held on the 90th day after the price is determined as set forth for each event described above, the last appraisal is completed and the results thereof are furnished to the Member Groups (the "CLOSING DATE").
Buy-Sell Procedure. (a) AFTER THE FIFTH ANNIVERSARY OF THE EFFECTIVE DATE. After the fifth anniversary of the Effective Date, whether or not an IPO has occurred, a Member Group may initiate a buy-sell procedure (the "Buy-Sell Procedure") by giving the other Member Group a notice referring to this Section 9.9(a) (the "Section 9.9(a) Notice"), which notice shall specify a cash purchase price per Interest or per share, as applicable, for all of the Interests in the Company then held by the other Member Group, and contain an irrevocable offer to purchase such Interests, and to sell all of the Interests in the Company then held by the initiating Member Group, at such price. The non-initiating Member Group may exercise its right to purchase or sell by notifying the initiating Member Group of its election within 90 days after delivery of the Section 9.9(a) Notice; provided, that the DCC Member Group may not initiate the Buy-Sell Procedure, or elect to buy in the event that the AWS Member Group initiates the Buy-Sell Procedure, without concurrently providing to the AWS Member Group a firm commitment, including a "material adverse change" condition (which may include a condition relating to disruption of the financial markets), reasonably acceptable to the AWS Member Group, from a financial institution reasonably acceptable to the AWS Member Group, to underwrite the purchase price. The closing of any such purchase and sale will occur within 90 days after the end of such 90-day period, subject to extension for obtaining by Final Order any regulatory approvals.
Buy-Sell Procedure. (a) Each of
Buy-Sell Procedure. (a) Subject to Section 7.4(j), at any time after the fifth anniversary of the Closing, either set of Related Partners (the “Initiating Partners”) may, at their option, elect to initiate the Buy-Sell Procedure set forth in this Section 7.4 (the “Buy-Sell Procedure”). In such event, the Initiating Partners shall notify the other Partners (the “Non-Initiating Partners”) of their intention to initiate the Buy-Sell Procedure. Such notice (the “Buy-Sell Notice”) shall include a statement by the Initiating Partners of their determination of the amount that equals the gross Fair Market Value of the Partnership’s assets and properties less the Partnership’s debts and liabilities (and related reserves) described in clauses (i), (ii) and (iii) of Section 8.2(c) (the “Stated Value”).
Buy-Sell Procedure. If the Deadlock shall not have been resolved within thirty (30) Days after the notice referred to in Section 5.2(a), then:
Buy-Sell Procedure. (a) After the [*] of the date of this Agreement and prior to consummation of the Company's initial Public Offering, the procedure set forth in this Section 7.08 (the "Buy-Sell Procedure") may be initiated by a Consenting Stockholder Group (the "Initiating Holder"), at its option, by giving notice to the other Consenting Stockholder Group (the "Responding Holder") of its election to initiate the Buy-Sell Procedure. Such notice shall include a statement of the Initiating Holder's estimate of the value per share of the Company Common Stock for the purposes of the Buy-Sell Procedures (the "Stated Value").
