Buy-Sell Right. “Buy-Sell Right” shall have the meaning set forth in Section 11.1 of this Agreement. 2 1.14
Buy-Sell Right. 14.1 At any time after the second anniversary of the date of Property Completion, either Shareholder (the actual Shareholder giving such notice being herein called the “Electing Shareholder”), shall have the option (“Buy-Sell Right”) to cause to occur the buy-sell rights under this Clause 14.1 by giving written notice (“B/S Notice”) thereof to the other Shareholder (the Shareholder receiving such notice being herein called the “Non-electing Shareholder”). No notice may be given by any Shareholder at any time that (a) further to Clause 11.1(e), the exercise thereof would constitute a default with respect to any third party indebtedness of the Company (unless the holder thereof has waived such default or the Electing Shareholder in its notice states such indebtedness will be paid in full and demonstrates it has the financial means to do so); or (b) a Sale Notice pursuant to Clause 17.1 or a Forced Sale Notice in respect of the whole of the Property (but not less than the whole of the Property) pursuant to Clause 18.2 has already been issued until such time as the Sale Notice or Forced Sale Notice shall expire without the applicable sale having taken place. The B/S Notice shall set forth an all cash price which the Electing Shareholder is prepared to pay for all of the Non-Electing Shareholder’s Interests (“Price”). The Shareholders agree to reasonably cooperate in making available information about the Group and/or the Property during the pendency of any proceedings under this Clause 14.1. Additionally, the B/S Notice shall also disclose all written offers, letters of intent, term sheets and other indications of interest in the Property or such Shareholder’s Shares that have been received by the Electing Shareholder within the period which is 12 months prior to the delivery of the B/S Notice. The Non-electing Shareholder shall then decide whether: (1) the Electing Shareholder will buy all of the Interests of the Non-electing Shareholder; or (2) the Non-electing Shareholder will buy all of the Interests of the Electing Shareholder. If the Non-electing Shareholder does not give to the Electing Shareholder written notice of selecting option (1) or (2) within 40 Business Days of the date of the B/S Notice, then the Electing Shareholder may within 20 Business Days after the expiration of such 40 Business Day period either withdraw its exercise of the Buy-Sell Right or give written notice of such failure to the Non-electing Shareholder (failing which, the exercise...
Buy-Sell Right. If GCE is removed as the Manager pursuant to Section 5.2(e), then the Preferred Members may, at any time within ninety (90) calendar days after such removal, elect to either purchase the Membership Interest of GCE or to sell the Membership Interests of the Xxxxxxx Trust and the Zilkha Members to GCE upon the terms and conditions set forth herein; provided that such election by the Preferred Members shall not give rise to any purchase right afforded to GCE pursuant to Section 7. To exercise such right, the Preferred Members shall deliver written notice to GCE of their intention to exercise such right; provided, however, that the Preferred Members shall not be required to state in such notice whether they have elected to sell the Membership Interests of the Xxxxxxx Trust and the Zilkha Members to GCE or to purchase the Membership Interest of GCE.
Buy-Sell Right. (a) At any time during the Buy-Sell Period, either the Xxxxx Member, on the one hand, or BMDC, on the other hand (the actual Member giving such notice being herein called the “Electing Member”), shall have the option (“Buy-Sell Right”) to cause to occur the buy-sell rights under this Article XI by giving written notice thereof to the other Member (the Member receiving such notice being herein called the “Non-Electing Member”). 35
Buy-Sell Right. Upon the occurrence of a Buy/Sell Event, each Initial Member shall have the right (each, a "Buy/Sell Right") to buy all of the Membership Interests in the Company held by the other Initial Member or to sell all of its Membership Interests in the Company to such other Initial Member. The Buy/Sell Right shall be exercised in accordance with the following provisions:
Buy-Sell Right. The Class A Members (acting by majority vote) shall have the right (the "Buy-Sell Right") to require the Class B Members to, at the Class B Members' sole election, sell all of their Units to the Class A Members or purchase all of the Class A Member's Units upon the terms contained herein. Any action by the Class A Members hereunder shall for all purposes hereunder bind and be deemed to include all other Class A Members hereunder, and any action by the Class B Members hereunder shall for all purposes hereunder bind and be deemed to include all other Class B Members hereunder.
Buy-Sell Right. (a) Either Member (the “Offeror”) shall have the right and option to give a notice to the other Member (the “Offered”) setting forth the offer of the Offeror to purchase the Offeree’s Membership Interest or to sell the Offeror’s Membership Interest to the Offeree in accordance with the provisions of this Section 7.5, which notice shall state a dollar figure attributable to 100% of the Membership Interests as if no liens existed against the property or assets of the Company (the “Buy-Sell Offer Amount”). A notice given pursuant to the foregoing provisions of this Section is called a “Buy-Sell Demand.” On receipt of a Buy-Sell Demand, the Offeree shall then be obligated to do one of the following:
Buy-Sell Right. 69 10.2 Exercise...................................................................................... 69 10.3 Option of Class B Members..................................................................... 70 10.4 Purchase Price; Payment of Purchase Price; Closing............................................ 70 10.5 Priority...................................................................................... 72
Buy-Sell Right. (i) Upon the occurrence of any of the following events, the Member identified as the "Purchasing Member" shall have the right by delivery of written notice to the Member(s) identified as the "Selling Member" within thirty (30) days of the date such Purchasing Member becomes aware of any such occurrence to purchase all, but not less than all, of the Interest(s) of the Selling Member(s) and each Selling Member shall have the corresponding obligation to sell all, but not less than all, of such Selling Members' Interest(s) to the Purchasing Member as set forth in this Section 11.1(c):
Buy-Sell Right. Subject to Section 10(i), each Institutional Member shall have the right (the "Buy/Sell Right") to cause (x) the sale of all of such Institutional Member's membership interest or (y) the purchase of all of the other Institutional Member's membership interest in the event of a Deadlock (but other than an affiliate transaction in accordance with Section 9(c)(ii) or a change in the name of the Company in accordance with Section 9(c)(ix)) regarding a Significant Decision upon the terms and conditions set forth in this Section 10.
