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:
(a) Upon the occurrence of a Buy/Sell Event in connection with an irreconcilable dispute concerning a Major Decision, an Initial Member shall notify the other Initial Member (the Initial Member first giving notice pursuant to this Section 4.5 is referred to hereinafter as a "Notifying Party", and the other Initial Member so receiving notice from the Notifying Party is referred to hereinafter as the "Notified Party") in writing, with a copy to the Operating Committee, that it intends to exercise its Buy/Sell Right (each, a "Buy/Sell Notice"). Once the Notifying Party delivers the Buy/Sell Notice, the Notified Party may not exercise its Buy/Sell Right until the procedure established in this Section 4.5 is concluded with respect to such Buy/Sell Notice or until the Notifying Party breaches any provision established in this Section 4.5.
(b) The Buy/Sell Notice shall contain an unconditional promise by the Notifying Party, at the election of the Notified Party, to either (i) sell all of its Membership Interests in the Company to the Notified Party, or (ii) acquire all of the Membership Interests in the Company of the Notified Party, in either case at a cash price (specified as a cash dollar price per 1% Membership Interest equal to the price stated in the Buy/Sell Notice (the "Buy/Sell Price")) and within the time periods specified in this Section 4.5.
(c) Within fifteen (15) days after receipt of the Buy/Sell Notice by the Notified Party (each, a "Response Period"), the Notified Party shall notify the Operating Committee of the Notified Party's election to either: (i) accept the Notifying Party's offer to purchase the Notified Party's Membership Interests in the Company at the Buy/Sell Price (each, a "Sale Election"), or (ii) accept the Notifying Party's offer to sell all of its Membership Interests in the Company at the Buy/Sell Price (each, a "Purchase Election").
(d) Within two (2) Business Days from the earlier of the expiration of the Response Period or receipt by the Operating Committee of the election of the Notified Party contemplated to be delivered by Section 4.5(c), the Operating Committee...
Buy-Sell Right. “Buy-Sell Right” shall have the meaning set forth in Section 11.1 of this Agreement.
Buy-Sell Right. 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. 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) 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. 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. 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. 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. Each of Fortress and the Chelsea Group (in the latter case, the exercise of which being determined in such manner as the Chelsea Class A Holder and the Chelsea Class B Holder, if different, may agree) shall have the right ("Buy/Sell Right"), to require the Company to redeem all but not less than all of the Membership Interests (including the entire Class A Interest and the entire Class B Interest) held by Fortress or the Chelsea Group or by the other Member or Members in accordance with the following provisions of this Article VIII. For purposes of this Article VIII, Fortress may deal with the Chelsea Group collectively, and the obligations of the members of the Chelsea Group shall be jointly and severally bound hereby.
Buy-Sell Right. Each Member shall have the right to implement the buy/sell procedure set forth in this Section 7.8 in strict accordance with the provisions of this Section 7.8 (the “Buy/Sell Right”).
