Buy-Sell Provision. Within forty-five (45) days of an Event of Default, the non-defaulting party (the "OFFERING MEMBER") may deliver a written offer (the "OFFER") to purchase all, but not less than all, of the other Member'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 Member may notify the Offering Member in writing that it will either (a) sell to the Offering Member 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 (b) buy from the Offering Member all, but not less than all, of the Offering Member's Joint Venture Interest at (A) if Crisa is the Offering Member, 51/49 of the Offer Price or (B) if LGA4 is the Offering Member, 49/51 of the Offer Price (the "ADJUSTED OFFER PRICE"), on or before the sixtieth day after receipt of the Offer. If the other Member fails to notify the Offering Member within the thirty (30) day period that it will (a) sell all of its Joint Venture Interest to the Offering Member at the Offer Price or (b) buy all of the Joint Venture Interest from the Offering Member at the Adjusted Offer Price, then the Offering Member must purchase in cash all, but not less than all, of the other Member's Joint Venture Interest at the Offer Price, and the other Member 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. 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 12.4 with respect to the particular Event of Default.
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. (a) If a Partner wishes at any time after the date that is 18 calendar months after the Effective Date, for any reason, to purchase the interests of another Partner and its Affiliates in this Partnership, each Partner shall be permitted (but not required) to notify the other Partners of its intent to invoke the following procedure:
Buy-Sell Provision. (a) At any time that the circumstances set forth in §6.5(b) shall have occurred, any Member who is a party to the dispute that is the subject of such circumstances, provided such Member is a Non-Defaulting Member, may declare that a Buy/Sell Event has occurred and initiate the provisions of this §6.6. At any time that a Member is in Default, any other Member, provided such Member is a Non-Defaulting Member, may declare that a Buy/Sell Event has occurred and initiate the provisions of this §6.6. In each such case, the Member declaring such Buy/Sell Event (the “Electing Member”) shall make such declaration by written notice (the “Election Notice”) to the other Member or Members to the dispute or the Defaulting Member, as the case may be (in either case, the “Non-Electing Members”).
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.
Buy-Sell Provision. (a) Provided that such Person is not in breach of its obligations under Section 5.04 hereof, and subject to Sections 4.05(d) and 4.05(f), each of (i) Wind Acquisition and (ii) CVPS (in each case, the “Buy/Sell Initiator”) shall have the right, at any time after the third anniversary of the date hereof, exercisable by written notice to Wind Acquisition, if CVPS shall be the Buy/Sell Initiator, and CVPS, if Wind Acquisition shall be the Buy/Sell Initiator (in each case, the “Buy/Sell Recipient”), to offer to sell all but not less than all (the “Buy/Sell Offer”) of such Buy/Sell Initiator’s Company Equity Securities at a cash purchase price specified (specifying in detail the purchase price per share or other applicable security) in the Buy/Sell Offer.
Buy-Sell Provision. 19 12.1 Application....................................................19 12.2 Procedures.....................................................19
Buy-Sell Provision. (a) Either Member (in either case, the “Electing Member”), provided such Member is not a Defaulting Member, by written notice (the “Election Notice”) to the other (the “Non-Electing Member”), may declare that a “Buy/Sell Event” has occurred and initiate the provisions of this §6.6, (i) at any time that the circumstances set forth in §6.5(b) shall have occurred, (ii) at any time the other Member is in Default, or (iii) at any time on or after the second anniversary of the date of this Agreement.
Buy-Sell Provision. (a) In the event of a Change of Control of a Member (“Changed Member”), the other Member shall have the right to either purchase the Units held by the Changed Member or to sell the Units held by the other Member upon the terms and conditions of this Section 11.
