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