Common use of Buy-Sell Provision Clause in Contracts

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. Within forty-five (45) days of an Event of Default, Default the non-defaulting party (the "OFFERING MEMBERSHAREHOLDER") may deliver a written offer (the "OFFER") to purchase all, but not less than all, of the other MemberShareholder'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 Shareholder may notify the Offering Member Shareholder in writing that it will either (ai) sell to the Offering Member 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 (bii) buy from the Offering Member Shareholder all, but not less than all, of the Offering MemberShareholder's Joint Venture Interest at (A) if Crisa Vitro is the Offering MemberShareholder, 51/49 of the Offer Price or (B) if LGA4 LGA3 is the Offering MemberShareholder, 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 Shareholder fails to notify the Offering Member Shareholder within the thirty (30) day period that it will (ai) sell all of its Joint Venture Interest to the Offering Member Shareholder at the Offer Price or (bii) buy all of the Joint Venture Interest from the Offering Member Shareholder at the Adjusted Offer Price, then the Offering Member Shareholder must purchase in cash all, but not less than all, of the other MemberShareholder's Joint Venture Interest at the Offer Price, Price and the other Member 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 12.4 5.4 with respect to the particular Event of Default.

Buy-Sell Provision. Within forty-five (45) days of an Event of Default, Default the non-defaulting party (the "OFFERING MEMBERSHAREHOLDER") may deliver a written offer (the "OFFER") to purchase all, but not less than all, of the other MemberShareholder'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 Shareholder may notify the Offering Member Shareholder in writing that it will either (ai) sell to the Offering Member 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 (bii) buy from the Offering Member Shareholder all, but not less than all, of the Offering MemberShareholder's Joint Venture Interest at (A) if Crisa Vitro is the Offering MemberShareholder, 51/49 of the Offer Price or (B) if LGA4 LGA3 is the Offering MemberShareholder, 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 Shareholder fails to notify the Offering Member Shareholder within the thirty (30) day period that it will (ai) sell all of its Joint Venture Interest to the Offering Member Shareholder at the Offer Price or (bii) buy all of the Joint Venture Interest from the Offering Member Shareholder at the Adjusted Offer Price, then the Offering Member Shareholder must purchase in cash all, but not less than all, of the other MemberShareholder's Joint Venture Interest at the Offer Price, and the other Member 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 12.4 5.4 with respect to the particular Event of Default.

Buy-Sell Provision. Within forty-five (45) days of an Event of Default, the non-defaulting party (the "OFFERING MEMBERSHAREHOLDER") may deliver a written offer (the "OFFER") to purchase all, but not less than all, of the other MemberVoting 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 Member Voting Shareholder may notify the Offering Member Shareholder in writing that it will either (ai) sell to the Offering Member Shareholder all, but not less than all, of its Joint Venture Interest at the Offer Price Price, on or before the sixtieth day after receipt of the Offer or (bii) buy from the Offering Member Shareholder all, but not less than all, of the Offering MemberShareholder's Joint Venture Interest at (A) if Crisa Vitro is the Offering MemberShareholder, 51/49 of the Offer Price or (B) if LGA4 LGA3 is the Offering MemberShareholder, 49/51 of the Offer Price (the "ADJUSTED OFFER PRICEPrice"), on or before the sixtieth day after receipt of the Offer. If the other Member Voting Shareholder fails to notify the Offering Member Shareholder within the thirty (30) day period that it will (ai) sell all of its Joint Venture Interest to the Offering Member Shareholder at the Offer Price or (bii) buy all of the Joint Venture Interest from the Offering Member Shareholder at the Adjusted Offer Price, then the Offering Member Shareholder must purchase in cash all, but not less than all, of the other MemberVoting Shareholder's Joint Venture Interest at the Offer Price, Price and the other Member Voting 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 and the VC Holding Shareholders Agreement shall automatically terminate without further action by either Voting 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 12.4 5.4 with respect to the particular Event of Default.