Buy/Sell Rights. (a) The Member having the right to exercise the buy-sell rights herein is referred to as the “Initiating Member” and the other Member is referred to as the “Responding Member.”
(b) If an Initiating Member wishes to exercise its buy-sell right, such Member shall deliver timely to the Responding Member written notice (the “Buy-Sell Offer Notice”) of such election, which notice shall include (i) a description of the circumstances that triggered the buy-sell right, and (ii) the purchase price (which shall be payable exclusively in cash (unless otherwise agreed by both Members)) at which the Initiating Member would be ready, willing and able to sell all, but not less than all, of its Company Interest (and any Company Interest held by any Permitted Transferees of the Initiating Member) to the Responding Member (the “Buy-Sell Price”).
(c) Within thirty (30) days after delivery of the Buy-Sell Offer Notice pursuant to Section 6.3(b) (the “Buy-Sell Election Date”), the Responding Member shall deliver to the Initiating Member a written notice (the “Response Notice”) stating whether the Responding Member elects to (i) sell all, but not less than all, of its Company Interest (and any Company Interest held by any Permitted Transferees of the Responding Member) to the Initiating Member for the Buy-Sell Price, or (ii) purchase all, but not less than all, of the Initiating Member’s Company Interest (and any Company Interest held by any Permitted Transferee of the Initiating Member) for the Buy-Sell Price. The failure of the Responding Member to deliver the Response Notice by the Buy-Sell Election Date shall be deemed to be an election by the Responding Member to sell all, but not less than all, of its Company Interest (and any Company Interest held by any Permitted Transferees of the Responding Member) to the Initiating Member at the Buy-Sell Price.
(d) The closing of any purchase and sale of a Company Interest pursuant to this Section 6.3 shall take place not later than thirty (30) days after the Response Notice is delivered pursuant to Section 6.3(c), or such other date as may be mutually agreed upon by the Members. The Buy-Sell Price shall be paid at a closing by wire transfer of immediately available funds to an account designated in writing by the selling Member (the “Selling Member”). At such closing, the Selling Member shall deliver (and cause each of its Permitted Transferees to deliver) to the purchasing Member (the “Purchasing Member”) good and marketable title ...
Buy/Sell Rights. If any Member desires to sell its Membership Interest (the “Offeror”) then the Offeror shall present a written offer (“Sale Proposal”) to sell its Membership Interest at a specified price to the other Member (the “Offeree”). If the Offeree accepts the Sale Proposal, then the parties shall proceed to close on the sale and purchase of such Membership Interest. If the Offeree is interested in purchasing the Membership Interest but believes the valuation is different from the price specified in the Sale Proposal, the Offeree may request, at its expense, a Final Market Valuation of the Company, in which case the Offeror and Offeree shall cooperate and take all efforts necessary to obtain such Final Market Valuation pursuant to Section 10.3(a), and following which the Offeror and Offeree shall undertake in good faith the sale procedures described in Section 10.3(c) below.
Buy/Sell Rights. (a) Subject to Section 15(e), after the fifteenth anniversary of the date of this Agreement, either Principal may offer to purchase all the Capital Stock owned by the other Principal or its Subsidiary. The Principal making such offer to purchase (the "Offeror") shall notify the other Principal (the "Offeree") of such offer to purchase by delivering to the Offeree a written notice of such offer (the "Buy-Sell Notice"). The Buy-Sell Notice shall (i) state the purchase price offered for such Capital Stock, which purchase price shall be payable in cash, (ii) include a certificate of the Offeror to the effect that the Offeror has all requisite corporate power and
Buy/Sell Rights. (a) If at any time either Member (the “Initiating Member”) determines either to terminate its ownership of its JVC Interest or to purchase the JVC Interest of the other Member (the “Other Member”), the Initiating Member shall deliver to the Other Member a written offer (the “Buy-Sell Offer”) to purchase the JVC Interest owned by the Other Member or to sell the JVC Interest owned by the Initiating Member to the Other Member. The purchase price contained in such Buy-Sell Offer shall be the same for both the purchase and the sale alternative (pro-rated according to the proportions that Net Income is allocated in the event that the Members have unequal allocations of Net Income at the time of the Buy-Sell Offer and according to proportionate Capital Accounts in the event the Members have unequal Capital Accounts at the time of the Buy-Sell Offer) and shall be payable in cash. On payment of the purchase price, the purchasing Member shall be entitled to all previously undistributed net income of the JVC to the date of the closing of the sale based on the closing of the books of the JVC as of the date of the closing of the sale, with such books to be closed on a U.S. GAAP basis consistent with historical accounting practices and principles consistently used by the JVC. Notwithstanding Sections 14.3(a) and (b), in the event of an occurrence and continuance by a Member of a Default under this Agreement (as defined in Section 15.1), only the non-defaulting Member shall have the right to initiate a Buy-Sell Offer and may do so by requiring the Defaulting Member to initiate a Buy-Sell Offer pursuant to this Section 14.3(a). The purchasing Member may cause an Affiliate to purchase the selling Member’s JVC Interest in order to perpetuate the JVC.
(b) The Other Member shall have 60 days after delivery of the Buy-Sell Offer to notify the Initiating Member in writing which of the two alternatives the Other Member has determined to accept. If the Other Member fails to respond in writing to the Buy-Sell Offer within such 60-day period, the Initiating Member shall then have the right to select which of the two alternatives it wishes to exercise. Such sale or purchase shall occur within sixty (60) days after the expiration of the Other Member’s 60-day response period and shall occur at a location mutually acceptable to the Members.
(c) If the selling Member has extended any indebtedness or lines of credit for borrowed money to the JVC, the remaining Member shall cause the JVC ...
Buy/Sell Rights. If either the Company or either Member shall request the written consent of the other Member to any of the actions set forth in Sections [1.9.3, 5.3, 5.5, 5.9.1] or any License Agreement from Rich Dad to the Company or from WIN to the Company is terminated for any reason, and one Member (the “Consenting Member”) gives such consent but the other Member (the “Non-Consenting Member”) does not so consent (such situation is hereinafter referred to as a “Deadlock Event”), then the Consenting Member and the NonConsenting Member shall each have the right to initiate the following buy/sell option:
Buy/Sell Rights. (a) If a Liquidity Event is not consummated during the period beginning as of the date of Liquidity Event Notice is delivered to the Board through the first anniversary of such date, either Yorktown or Old Ironsides (the “Initiating Member”) may initiate the buy sell procedure set forth in this Section 6.6 by delivering to the other (the “Non-Initiating Member”) written notice specifying such Member’s determination of the Company Sale Value and the amount that would be distributable to each holder of Units by applying Section 5.4 based on an amount equal to the Company Sale Value as determined by such Member (giving effect to all distributions actually made pursuant to this Agreement through the date of the transaction for purposes of allocations under Section 5.4) (such aggregate amount as would be distributable to each Member, the “Buy/Sell Unit Price”), and the other terms and conditions pursuant to which the Initiating Member proposes to purchase all of the Units held by the Non-Initiating Member (the “Offer”). If either Yorktown or Old Ironsides has transferred all or a portion of its Units then Yorktown or Old Ironsides, as the case may be, and such transferee (whether or not the transferee has been admitted as a Member or is only an assignee) will collectively be considered as Yorktown or Old Ironsides, respectively, for purposes of this Section 6.6 and all Units held by Yorktown or Old Ironsides (including all such transferees), as the case may be, shall be subject to purchase by the Initiating Member under the provisions of this Section 6.6.
(b) No later than thirty (30) days following receipt of the Offer, the Non-Initiating Member must notify (a “Buy/Sell Election Notice”) the Initiating Member of its election to either:
Buy/Sell Rights. Upon the occurrence of a Buy/Sell Event, FIT, on the one hand, and HP, on the other hand, shall have the right (each, a "Buy/Sell Right") to buy all of the Company Securities held directly or indirectly by the Fortress Stockholders or the HP Stockholders, as applicable, or to cause to be sold all of the Company Securities held directly or indirectly by the Fortress Stockholders or the HP Stockholders, as applicable, to such other party. The Buy/Sell Right shall be exercised in accordance with the provisions of this Article IV.
Buy/Sell Rights. (a) Either Cedar LP and Cedar GP acting collectively, on the one hand, and HHUS and, if applicable, HP acting collectively, on the other hand (“Buy Sell Offeror”), shall have the right from time to time to effect the provisions of this Section 8.4 at any time during the Buy/Sell Exercise Period by delivering written notice (the “Buy Sell Notice”) to the other Partner (“Buy Sell Offeree”) (A) of its intention to effect the provisions of this Section 8.4(a), and (B) designating its determination (which shall be made in its sole discretion) of the fair market value of the Property and all other Company Assets (the “Buy Sell Property”) taking into account the obligation of the Purchasing Partner to repay or assume any existing mortgage indebtedness (the “Buy Sell Purchase Price”).
(b) Upon receipt of the Buy Sell Notice given pursuant to Section 8.4(a) hereof, Buy Sell Offeree shall then be obligated either to:
Buy/Sell Rights. 5.1 In the event of (i) an event of default, or failure to perform any material provision, covenant or agreement, by the Corporation or CCRT under any of the Organizational Documents, which event of default or failure to perform has not been cured within 30 days of receipt of written notice by the Corporation or CCRT, as the case may be, to Xxxxxxx Xxxxx or actual knowledge, whichever is earlier, of such default or failure to perform, or (ii) a Change of Control of CCRT, Xxxxxxx Xxxxx shall have the right (a “Buy-Sell Right”) to require CCRT to purchase all Shares held by Xxxxxxx Xxxxx, and CCRT shall have the obligation to acquire all Shares held by Xxxxxxx Xxxxx, at a price (the “FMV of ML Shares”) equal to the product of (A) the Fair Market Value of all outstanding Shares and (B) the Share Ownership Percentage of Xxxxxxx Xxxxx. The Buy-Sell Right shall be exercised by delivery to CCRT from Xxxxxxx Xxxxx of written notice (the “Buy-Sell Notice”) of its intention to exercise its rights pursuant to this Section 5.1 within 15 business days following the occurrence of an action described in clauses (i) and (ii) above and setting forth Xxxxxxx Xxxxx’x proposed Fair Market Value for all outstanding Shares.
5.2 The purchase of Shares by CCRT from Xxxxxxx Xxxxx pursuant to Section 5.1 shall be consummated as soon as practicable, but in any event within 60 days of the date of the applicable Buy-Sell Notice.
Buy/Sell Rights. Each Member shall, at all times, have the right to buy or sell their Member interests (the “Buy-Sell Right”).
