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) At any time after the earlier of (i) 12 months from the date of this Agreement so long as the provisions of Section 12.1(d) have been satisfied, (ii) upon the acceleration of an underlying loan encumbering the Property except in connection with a default caused by the due on sale clause caused by the transactions contemplated by the Omnibus Agreement, (iii) a material default by a Member of Sections 5.4, 5.5, 5.6, 10.1 or 10.2 hereof; (iv) in the case of First Union only, within 30 days following the receipt of a Shortfall Notice with respect to the Property which indicates that the MARC Principals or its Affiliate will not be making a Covered Loan and so long as First Union or its Affiliate does not make the Covered Loan; or (v) in the case of the MARC Members only, if the MARC Principals shall have indicated in the Shortfall Notice that they desire to make a Covered Loan and First Union or its Affiliate elects not to make a Covered Loan, within 30 days of First Union’s election not to make the Covered Loan so long as the MARC Principals do not make the Covered Loan, either the MARC Members as a group, on the one hand, or First Union, on the other hand (such Member or Members being hereinafter referred to as the “Initiating Member”) shall have the right to give written notice (the “Demand Notice”) to First Union, if the Initiating Member is the MARC Members, or the MARC Members, if the Initiating Member is First Union (such Member or Members being hereinafter referred to as the “Responding Member”) of the Initiating Member’s intent to rely on this Article 12 and to purchase for all, but not less than all, of the Membership Interests owned by the Responding Member, whereupon the provisions set forth in this Article 12 shall apply. In the event that one or more Members is deemed to have delivered a Demand Notice, the Member who shall be deemed to have first delivered such Demand Notice pursuant to Section 14.1 hereof shall be deemed the Initiating Member or if more than one Member shall be deemed to have delivered a Demand Notice on the same date, the Member whose Demand Notice sets forth the highest price shall be deemed the Initiating Member.
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.
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) In the event an Event of Default (without giving effect to any cure of such Event of Default by Lenders) has occurred and is continuing and the Lenders are unable to agree on any of the matters specified in Section 6, Section 11 or any other matter which requires the consent of all of the Lenders hereunder or under the Loan Documents or otherwise, then any Lender (the “Offeror”) may deliver written notice (“Buy/Sell Notice”) to the other Lender (the “Offeree”) making a buy/sell offer in respect of all, but not less than all, of the rights, interests and obligations in the Loan then owned by the Offeree (collectively, the “Loan Interests”). The Buy/Sell Notice shall include a specified price for the entire Loan (the “Buy/Sell Purchase Value”). If a Buy/Sell Notice is delivered by each Lender, the Lender delivering the earlier notice, or if the notices are delivered at the same time, the Lender specifying the higher Buy/Sell Purchase Value, shall be deemed the Offeror and its notice the operative Buy/Sell Notice.
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.”
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 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.
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”).
Buy/Sell Rights. A Member may terminate his or her relationship with the other Member by giving 30 calendar days' prior written notice of his or her intention to terminate such relationship with the other Member. Such notice of termination shall include an offer by the terminating Member to purchase all of the interest in the Company owned by the other Member/Members ("Purchase Offer") for a stated price per percentage interest of or to sell all of the interest in the Company owned by the terminating Member ("Sale Offer") for a stated price per percentage interest. For 30 days after the receipt of such notice of termination, the other Member/Members shall have the option to accept the Purchase Offer or the Sale Offer by written notice to the terminating Member and, upon such acceptance or deemed acceptance, the other Member and the terminating Member shall consummate the Purchase Offer or the Sale Offer, as the case may be, at a date, at a place and at time selected by the purchasing Member (which date must be within 30 days after such acceptance or deemed acceptance). Within the same 30 days after the receipt of such notice of termination, and in the event that the terminating Member tenders a Purchase Offer for the purchase of the other Member/Members entire ownership interest, the other Member/Members shall have the option to purchase the entire ownership interest of the terminating Member under the same terms contained in the Purchase Offer tendered to the other Member/Members by the terminating Member, and further in the event that the terminating Member tenders a Sale Offer for the sale of the terminating Member’s entire ownership interest, the other Member/Members shall have the option to sell their entire ownership interest to the terminating Member under the same terms contained in the Sale Offer tendered to the other Member/Members by the terminating Member. In the case of either a Purchase Offer or Sale Offer being tendered to the other Member/Members, failure by the other Member/Members to give such written notice within such 30 day period shall be deemed an affirmative acceptance of the Purchase Offer or Sale Offer and the terminating Member shall proceed to purchase the entire interest of the other Member/Members in accordance with the terms stated in the Purchase Offer, or the other Member/Members shall proceed to purchase the entire interest of the terminating Member in accordance with the terms as stated in the Sale Offer.
