Buy-Sell Provision. At any time after May 1, 2006, and from time to time thereafter, if either A1 or G1 desire to effect a Sale of the Company they may exercise their respective right to require that the Company be sold by delivery to each of the Stockholders a written notice (the "Trigger Notice") to such effect. Upon delivery of the Trigger Notice, the Company and the Stockholders shall take all necessary and commercially reasonable actions in order to effectuate the sale of the Company. In the event that either (i) the Company has not been sold or the Company does not purchase the Shares of the Majority Seller who delivers the Trigger Notice within 180 days after delivery of such Trigger Notice, or (ii) A1 or G1, as the case may be, indicates in writing that it does not desire to sell the Company or its Shares, then any Majority Seller (the "Offering Majority Seller") shall have the right to designate by delivery of written notice (the "Put/Call Notice") to the other Majority Seller a price and specify the terms and conditions at which such Offering Majority Seller would be willing to sell its Shares or purchase all of the other Majority Seller's Shares and the non-electing Majority Seller would have the option to buy all of the Offering Majority Seller's Shares or to sell to the Offering Majority Seller all such non-electing Majority Seller's Shares at that price and on the same terms and conditions specified in the Put/Call Notice. The Majority Seller that purchases Shares pursuant to this Section 3.3 (the "Purchaser") shall have the Take-Along rights pursuant to Section 3.2 above in respect of the Other Stockholders to purchase the Other Stockholders' Shares at the price and on the same terms and conditions obtained by the Purchaser pursuant to this Section 3.3. In addition, the Other Stockholders shall have the Come Along Rights pursuant to Section 3.1 above to require the Purchaser, to purchase their respective Shares at the price and on the same terms and conditions obtained by the Purchaser pursuant to this Section 3.3. Furthermore, in the event that this provision triggers a Sale of the Company, the rights pursuant to Sections 3.1 and 3.2 given to the Majority Sellers or the Other Stockholders, as the case may be, are also applicable. The Majority Seller who receives the Put/Call Notice shall exercise its option to buy or sell the Shares within ninety (90) days from the date of delivery of the Put/Call Notice. If the Majority Seller who receives the Put/Call Notice...
Buy-Sell Provision. Within forty-five (45) days of an Event of Default the non-defaulting party (the "OFFERING SHAREHOLDER") may deliver a written offer (the "OFFER") to purchase all, but not less than all, of the other Shareholder's Joint Venture Interest at a cash purchase price (the "OFFER PRICE"), fully payable on or before sixty (60) days after notice of the Offer. Within thirty (30) days after receipt of the Offer, the other Shareholder may notify the Offering Shareholder in writing that it will either (i) sell to the Offering Shareholder all, but not less than all, of its Joint Venture Interest at the Offer Price on or before the sixtieth day after receipt of the Offer or (ii) buy from the Offering Shareholder all, but not less than all, of the Offering Shareholder's Joint Venture Interest at (A) if Vitro is the Offering Shareholder, 51/49 of the Offer Price or (B) if LGA3 is the Offering Shareholder, 49/51 of the Offer Price (the "ADJUSTED OFFER PRICE"), on or before the sixtieth day after receipt of the Offer. If the other Shareholder fails to notify the Offering Shareholder within the thirty (30) day period that it will (i) sell all of its Joint Venture Interest to the Offering Shareholder at the Offer Price or (ii) buy all of the Joint Venture Interest from the Offering Shareholder at the Adjusted Offer Price, then the Offering Shareholder must purchase in cash all, but not less than all, of the other Shareholder's Joint Venture Interest at the Offer Price and the other Shareholder must sell all, but not less than all, of its Joint Venture Interest at the Offer Price, on or before the sixtieth day after notice of the Offer. Upon the purchase or sale of shares pursuant to this SECTION 5.4, this Agreement shall automatically terminate without further action by either Shareholder. Failure by the non-defaulting party to deliver an Offer within forty-five (45) days of notice of an Event of Default shall constitute a waiver of such party's rights under this SECTION 5.4 with respect to the particular Event of Default.
Buy-Sell Provision. A. Lady Luck shall provide Bullwhackers a put option to sell it assets, which option shall be exercised, if at all upon 120 days prior written notice, at any time after the Joint Facility commences gaming operations (the "Commencement Date"). The Exercise Price (as defined below) of such option shall be discounted: twenty-five percent (25%) if exercised within 180 days of the Commencement Date; twenty percent (20%) if exercised more than 180 but less than 360 days from the Commencement Date; and ten percent (10%) if exercised more than 360 but less than 540 days from the Commencement Date.
B. For purposes of this Sections of "Exercise Price" shall be an amount equal to the greater of either (i) the book value of Bullwhackers assets, or (ii) an amount equal to the sum of (Y) five (5) times Bullwhackers' EBITDA for the portion of trailing twelve-months in which the Joint Facility was not operational, plus (Z) two and one- half (2.5) times the Joint Facility's EBITDA for the portion of the trailing twelve- months in which the Joint Facility was operational. The Exercise Price shall be payable twenty-five percent (25%) in cash at closing with the balance to be payable by Lady Luck in a manner to be agreed upon and described in one of the Definitive Agreements, including, potentially, through the payment to Bullwhackers of securities issued by Lady Luck's parent corporation. In the event Bullwhackers does not receive adequate assurances as to the payment of Exercise Price, Bullwhackers may elect to immediately terminate its participation in the Joint Facility and take steps to replace the removed walls and return to operating its independent facility.
C. Lady Luck shall have the option to purchase the assets of Bullwhackers and Bullwhackers shall have the option to purchase the assets of Lady Luck, which option shall be exercised, if at all, upon 120 days written notice, at any time after the Commencement Date. The consideration paid by the party exercising such option shall be calculated in accordance with Paragraph 5(B) hereof, and will in either the event of the exercise of the put option to sell or option to purchase, be subject to the applicable consent of third-party lenders, mortgagees and interest holders.
Buy-Sell Provision. (1) Each Parent shall be entitled to initiate the "Buy-Sell" procedure described below at any time, subject to the conditions set forth below.
(1) The Parent desiring to initiate the "Buy-Sell" procedure (the "initiating party") shall give to the other Parent (the "receiving party") at least 30 days' prior written notice that it intends to submit the offers described below. During such 30-day period the initiating party shall enter in good faith into such discussions as the receiving party shall reasonably request regarding the circumstances that gave rise to the initiating party's decision to initiate the "Buy-Sell" procedure. If Duke/UAE Ref-Fuel is the initiating party, during such 30-day period BFI shall furnish to Duke/UAE Ref-Fuel the Statement described in Section 2.1(b)(2)(b). Within 45 days after the expiration of such 30-day period, the initiating party may, at its option, submit to the receiving party two offers in writing, the first of which shall be an offer to purchase the Interests of the receiving party and the second shall be an offer to sell to the receiving party the Interests of the initiating party, such offer to be made at the same price. If BFI is the initiating party, its submission of the two offers shall be accompanied by the Statement described in Section 2.1(b)(2)(b). If Duke/UAE Ref-Fuel is the initiating party, its submission of the two offers shall include its irrevocable election whether or not to accept the arrangements contemplated by such Statement (which must be accepted in their entirety or not at all). Such offers shall be irrevocable except as expressly provided in
Buy-Sell Provision. (a) Each Parent shall be entitled to initiate the "Buy-Sell" procedure described below at any time, subject to the conditions set forth below.
Buy-Sell Provision. 19 12.1 Application....................................................19 12.2 Procedures.....................................................19
Buy-Sell Provision. Upon written notice, partner ‘A’ can offer his shares, or share of the company, for sale to partner ‘B’. Partner ‘B’ will have 60 days in which to accept or reject the offer. If partner ‘B’ does not respond to, or accept the offer, partner ‘A’ then has the right to buy partner ‘B’s’ shares, or share of the company, for the price originally offered.
Buy-Sell Provision. (a) At any time after three (3) years after the date of this Agreement (or before such time but only as provided in Section 6.3(f)) and during the term of this Agreement, any Member Group (the “Terminating Group”) may demand that the other Member Group (the “Remaining Group”) either purchase all of the Terminating Group’s Shares, or sell all of its Shares to the Terminating Group. Such right shall be exercised by the Terminating Group by providing written notice to the Remaining Group (the “Notice”), which Notice shall set forth the cash price and other terms upon which the Remaining Group shall either (i) sell its Shares to the Terminating Group (pro rata to the Terminating Group’s Members in proportion to their share ownership or as the Terminating Group may otherwise agree) or (ii) purchase the Terminating Group’s Shares (pro rata by the Remaining Group’s Members in proportion to their Share ownership or as the Remaining Group may otherwise agree). In no event shall the cash price offered by the Terminating Group be less than the price calculated in accordance with the formula provided on attached Exhibit 5.3. The Remaining Group shall elect either to sell its Shares to the Terminating Group or to purchase the Terminating Group’s Shares within the “Period” (as defined below); provided that if the Remaining Group shall make no election within the Period, it shall be deemed to have elected to sell its Shares to the Terminating Group. For purposes of this Agreement, the “Period” means 30 days after the date the Notice is given pursuant to Section 14.1(c). The closing of any sale of Shares pursuant to this Section 5.3 shall occur within 60 days after the end of the Period, on a date specified by the purchasing Remaining Group; provided that if the Remaining Group desires to finance the purchase of the Shares, it may extend the closing for up to an additional 15 days (i.e., to 75 days after the end of the Period) and may condition the closing on its ability to obtain financing. If the closing does not occur for failure of the Remaining Group to obtain financing, such event will be treated as an election by the Remaining Group to sell its Shares to the Terminating Group. At the closing, (i) the purchase price shall be paid in full by cash or by certified or bank check, and (ii) the selling Member Group shall deliver the certificate(s) for its Shares duly endorsed for transfer to the purchasing Member Group or accompanied by executed stock powers endorsed to t...
Buy-Sell Provision
