Buy Sell Provisions. (a) During a Buy/Sell Exercise Period, either Partner shall have the right to trigger a buy/sell process by giving a Buy/Sell Notice to the other Partner; provided, however, that once the Noticed Partner has received a Buy/Sell Notice from the Triggering Partner, the Noticed Partner shall not be entitled to deliver a Buy/Sell Notice to the Triggering Partner.
(b) Not later than the 15th Business Day after receipt of a Buy/Sell Notice (the "Response Date"), the Noticed -29- 35 Partner shall irrevocably notify the Triggering Partner in writing whether the Noticed Partner (i) has elected to purchase the Triggering Partner's entire interest in the Partnership pursuant to the Buy/Sell Notice, (ii) has elected to sell its entire interest in the Partnership to the Triggering Partner pursuant to the Buy/Sell Notice, or (iii) desires to cause the liquidation of the Partnership and distribution of its assets in kind.
(c) If the Noticed Partner fails to give that notice by the Response Date, the Noticed Partner will be deemed to have elected to sell its entire interest in the Partnership to the Triggering Partner pursuant to the Buy/Sell Notice.
(d) The closing (a "Buy/Sell Closing") of any sale of a Partner's interest in the Partnership required by the exercise of a Partner's buy/sell right shall take place at the principal offices of the Partnership at 10:00 a.m., local time, on the first Business Day which is 30 days after the date the Buy/Sell Notice received by the Noticed Partner (or such earlier Business Day as the buyer specifies on not less than two Business Days prior written notice to the seller or such later Business Day as the buyer and the seller shall mutually agree to). At the Buy/Sell Closing, the seller will execute and deliver such documents as may be required by the buyer to evidence the sale and transfer of the seller's entire interest in the Partnership, to be sold free and clear of all liens and encumbrances whatsoever, and the buyer will pay the Buy/Sell Price in immediately available funds.
(e) If the Noticed Partner has elected the liquidation and distribution option, such liquidation will be promptly commenced and diligently pursued to completion.
Buy Sell Provisions. (a) Subject to Subsection 9.2(a), no Partner shall Transfer all or any portion of such Partner’s Partnership Interest (or any right or interest therein) except as hereinafter provided. As used in this Agreement, the term “Transfer” shall mean any assignment, mortgage, hypothecation, transfer, pledge, creation of a security interest in or lien upon, encumbrance, gift or other disposition. Solely for the purposes of this Section 9.3, Penske, PTLC-LLC, PTLC2-LLC and PAG shall be treated as one Partner and GE Tennessee, RTLC-AC, NTFC and Holdco shall be treated as one Partner. No Partner shall Transfer less than all of such Partner’s Partnership Interest, and no Partner shall Transfer its Partnership Interest for consideration other than cash and/or a promissory note, in each case without the unanimous approval of all the Partners; provided, however, that if a promissory note shall form a portion of the consideration being offered by a third-party offeror, such note must (i) be issued by the party which proposes to acquire the Partnership Interest, (ii) bear an interest rate not less than the then-current market rate and (iii) not represent more than 50% of the total amount of the consideration being offered for such Partnership Interest.
Buy Sell Provisions. (a) In the event that the Members are unable to agree upon a Major Decision: (i) involving the sale or refinancing of the Property proposed to the Members by (x) the SLG Member at any time for any reason or (y) by the GKK Member solely in either of the following two circumstances: (1) on the first Business Day of any year after the tenth (10th) anniversary of the date of this Agreement, only if the GKK Member reasonably determines that it will likely incur “phantom income” in the succeeding annual period; or (2) at any time, in the event that the credit rating of CSFB falls below a published rating of “BBB” by Standard and Poor’s or “Baa” by Xxxxx’x; (ii) involving an extension of, or material modification to, the CSFB space lease, or the re-tenanting of the space currently demised to CSFB under the CSFB space lease; (iii) involving any material capital expenditure by the Company or with respect to the Property, other than as set forth on Exhibit D attached hereto; or (iv) which would otherwise materially impair the value of the Property, either Member may notify the other Member of a deadlock with respect to such Major Decision(s) (such notification, a “Major Decision Deadlock Notice”). Within thirty (30) calendar days of the delivery of a Major Decision Deadlock Notice, the GKK Member may deliver a written notice as described below (the “Buy-Sell Notice”) to the SLG Member, as set forth below.
(b) The Buy-Sell Notice shall be signed by the GKK Member and shall state the amount at which the GKK Member values the Property and all other assets of the Company (the “Buy-Sell Value”).
Buy Sell Provisions. 15 8.1. Mutual Disagreement................................................15 8.2. Mandatory Buy-Sell of Interests....................................15 8.3. Closing of Purchase or Sale........................................16 8.4. Definitions........................................................16
Buy Sell Provisions. Section 8.1 At any time commencing on a date which is one (1) year after the “Substantial Completion” of the Project (as defined in the Lease), or the date that a Notice of Completion is recorded, whichever occurs earlier, either Member (such Member hereinafter referred to as “Invoking Member”) may deliver to the other Member (such other Member hereinafter referred to as the “Offeree Member”), written notice that the Invoking Member is invoking the provisions of this Section 8.1 (the “Buy-Sell Notice”).
Buy Sell Provisions. (i) Buy/Sell Triggers. Each of the following events constitutes a Buy/Sell Trigger:
(1) the expiration of a 10-day period following the filing by a Partnership with the Commission of each Annual Report on Form 10-K or 10-KSB, beginning six months after the filing (or deemed filing) of the Report for the Partnership's fiscal year ending in 1996; provided, however, that if for any reason the Partnership is not required to file an Annual Report on Form 10-K or 10-KSB with the Commission, then for purposes of this Buy/Sell Trigger the Company shall be deemed to have filed such Report on the 90th day following the last day of the applicable fiscal year of the Partnership; and further provided that if a Partnership is required to file an Annual Report with the Commission but does not timely file such Report (including any applicable extension under Rule 12b-25 under the Exchange Act), then for purposes of this Buy/Sell Trigger the Company shall be deemed to have filed such Report on the 105th day following the last day of the applicable fiscal year of the
Buy Sell Provisions. Purchaser and Sellers agree that, in the -------------------- event any of the Sellers intend to sell any of their respective membership interests in the LLC after the Closing Date, Purchaser shall have the first right of refusal and, in the event Purchaser intends to sell any of its membership interests in the LLC after the Closing Date, Sellers shall have the first right of refusal. The non-offering party shall have 30 days to respond to an offer to sell by the other party and exercise its first right of refusal. In the event the non-offering party elects to purchase the membership interests being offered for sale within the 30-day response period, closing of the sale of such membership interests shall occur within 60 days of the non-offering party's election to buy. In the event the non-offering party does not accept the offer and does not elect to buy the membership interests offered for sale within the 30-day response period, the non-offering party's first right of refusal shall be deemed waived; provided that, if the non-offering party does not elect to buy the membership interests, the offering party shall have a period of 90 days (beginning the day after the expiration of the 30-day response period) to sell the membership interests on the same terms and conditions contained in the right of refusal. In the event such a sale is not consummated within the 90-day period, then the non-offering party's right of first refusal shall continue to be applicable to any future proposed sales of the membership interests. Such buy-sell provisions shall be incorporated in the JV Agreements (as defined in Section 2.2(h)) to be entered into by the Purchaser and Sellers at Closing, and such JV Agreements shall incorporate all essential terms of this Agreement.
Buy Sell Provisions. ▪ Mandatory Purchase or Put and Call Options – The company has the option to “call” (i.e., purchase) the shares under certain circumstances (e.g., a triggering event) – The stockholder has the option to “put” (i.e., sell) the shares under certain circumstances (e.g., a triggering event) ▪ Can be used upon death or permanent disability triggering events ▪ Can also provide an “exit” opportunity – Time based – Performance based • Xxxxxxxxxxx’s ability to “put” interest to Company for failure to attain performance milestones • Company’s ability to “call” interest where stockholder fails to deliver performance, meet capital call requirements or other bad acts harmful to Company ▪ If stockholders are unable to resolve a dispute between them within certain period of time (e.g., 30 days) after written notice from one stockholder to the other citing dispute, either stockholder may send written offer to sell or purchase the other stockholder’s stock for suggested purchase price. ▪ Stockholder who triggers sets a value in the notice and can be left with either 100% or 0% depending on what the other stockholder decides. ▪ Within certain period of time after provision of written offer (e.g., 90 days), the other stockholder must elect either to sell or purchase stock of offering stockholder. ▪ Stockholder initiating the process must be very careful because it is the other stockholder who ultimately decides whether to be buyer or seller. ▪ If receiving stockholder fails to provide written notice of election, such failure deemed election to sell stock. ▪ Before agreeing to be bound by RR provision, stockholders need to understand their relative bargaining position. ▪ Causes stockholders to lose control but forces a result. ▪ Assumes relative financing equivalency. ▪ “Dispute” is generally left undefined. ▪ Other resolutions for deadlock: – Executive team or advisory board resolution – Non-binding mediation – Binding arbitration – Forced liquidation ▪ Determination of Fair Market Value – Agreed Upon Value/Periodic Agreement – Formula Approach – Independent Appraisal Approach • Fair Market Value Determination • Number of Appraisers/Average Determination • Expenses – Valuation Discounts • Lack of Marketability • Minority Ownership ▪ Determination of purchase price is one of the most critical parts of the buyout agreement ▪ Determination of “Fair Market Value” and Treasury Regulations – Nature and history of the business from its inception – Economic outlook – The book value ...
Buy Sell Provisions. The penultimate sentence of Section 8.3 of the LLC Agreement is hereby amended to read as follows: “Provided, however, that the Stated Amount may not be less than an amount which would result in the distribution to the Selling Member of at least the Selling Member’s Unrecovered Contribution (or, if the Selling Member is Skechers, the Unrecovered Contribution Difference (as such term is defined in the First Amendment to Amended and Restated Limited Liability Company Agreement of HF Logistics-SKX, LLC, if greater), and the repayment of any loans owed by the Company to the Selling Member as of the date of closing.”
Buy Sell Provisions. Section 8.1 At any time commencing on a date which is one (1) year after the “Substantial Completion” (as defined in the Lease) of the Project, or the date that a Notice of Completion is recorded, whichever occurs earlier, either HF and HFPV together, or Skechers (hereinafter referred to as “Invoking Member”) may deliver to the other (such other Member hereinafter referred to as the “Offeree Member”), written notice that the Invoking Member is invoking the provisions of this Section 8.1 (the “Buy-Sell Notice”).
