Buyout Notice Sample Clauses

Buyout Notice. Any Member (a “Remaining Member”) or its designated Affiliate shall have the right (the “Buyout Option”) to purchase all, but not less than all, of the LLC Interest of any other Member (a “Departing Member”) in the event the Departing Member Transfers any portion of such Member’s LLC Interest other than as permitted pursuant to Section 8.1 hereof (a “Buyout Event”). Within 30 days of receipt of notice of a Buyout Event, the Remaining Member shall give written notice (the “Buyout Notice”) to the Departing Member of the Remaining Member’s desire to purchase the Departing Member’s LLC Interest. In the event that there is more than one Remaining Member at the time a Buyout Event occurs, the Remaining Members shall be entitled to exercise the Buyout Option pro rata in accordance with their respective Percentage Interests.
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Buyout Notice. No less than 90 and no more than 180 days prior to the proposed date of the Buyout Closing, XX XXXX shall deliver to Manager a notice of its irrevocable intent to exercise the Buyout Option in substantially the form set forth as Exhibit A hereto (such notice, the “Buyout Notice” and the date such Buyout Notice is delivered to Manager, the “Buyout Notice Date”), which Buyout Notice shall include, among other things: (a) the representations and warranties set forth in Article I of the Buyout Notice and (b) a proposed date for the Buyout Closing.
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Buyout Notice. The Company shall deliver the Buyout Notice as contemplated by Section 9.5 of the Company LLC Agreement within five (5) business days of the date of this Agreement.
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Buyout Notice. Call Amount.................................................
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Buyout Notice. In the event that one or more Stockholders who, together, beneficially own 50% or more of the Shares (collectively, the “Selling Stockholder”) shall have received a bona fide offer from a Person that is not an Affiliate or Permitted Transferee of the Selling Stockholder (or shall have entered into a bona fide written agreement with such Person) relating to a Sale of the Company, and the Selling Stockholder desires to effect, or cause the Company to effect, such Sale of the Company, the Selling Stockholder shall be entitled, after complying with the provisions of Section 3.2(a), to give a notice (a “Buyout Notice”) to the other Stockholders (the “Bring-Along Stockholders”), not less than 60 days prior to the closing of such Sale of the Company, stating that it proposes to effect (or cause the Company to effect) such transaction, specifying the name and address of the proposed parties to such transaction, the anticipated closing date, the consideration payable in connection therewith and the terms and conditions thereof, and attaching a copy of all writings between the Selling Stockholder (or the Company) and the other parties to such Sale of the Company transaction necessary to establish the terms of such transaction. A Stockholder shall not be required to comply with Section 3.3 with respect to a Sale of the Company pursuant to this Section 3.4
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Buyout Notice. In the event that one or more Stockholders who, together, beneficially own 50% or more of the Shares (collectively, the "Selling Stockholder") shall have received a bona fide offer from a Person that is not an Affiliate or Permitted Transferee of the Selling Stockholder (or shall have entered into a bona fide written agreement
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Related to Buyout Notice

  • PUT NOTICE At any time during the Commitment Period, the Company may deliver a Put Notice to Investor, subject to the conditions set forth in Section 7.2; provided, however, the Investment Amount for each Put as designated by the Company in the applicable Put Notice shall be neither less than the Minimum Put Amount nor more than the Maximum Put Amount.

  • CAFA Notice Pursuant to 28 U.S.C. § 1715, not later than ten (10) days after the Agreement is filed with the Court, the Settlement Administrator shall cause to be served upon the Attorneys General of each U.S. State in which Settlement Class members reside, the Attorney General of the United States, and other required government officials, notice of the proposed settlement as required by law, subject to Paragraph 5.1 below.

  • Termination Notice If either Party, having become entitled to do so, decides to terminate this Agreement pursuant to the preceding Clause 8.2 (a) (i) or 8.2 (a) (ii), it shall issue Termination Notice setting out: (i) in sufficient detail the underlying Force Majeure Event; (ii) the Termination Date which shall be a date occurring not earlier than 60 (sixty) days from the date of Termination Notice; (iii) the estimated Termination Payment including the details of computation thereof and; (iv) any other relevant information.

  • NOTICE TO BUYER Do not sign this agreement before you read it or if it contains any blank spaces. This is a legal instrument. All pages of this contract are binding. Read both sides of all pages before signing. You are entitled to an exact copy of the agreement, school catalog, and any other papers you may sign, and are required to sign a statement acknowledging receipt of those.

  • Notice to Purchaser DO NOT SIGN THIS CONTRACT UNTIL YOU READ IT OR IF IT CONTAINS BLANK SPACES.

  • Cancellation Notice Each of the insurance policies will be specifically endorsed to require the insurer to provide the Authority with 30 days written notice (or 10 days for non-payment of premium) prior to the cancellation of the policy. The endorsement will specify that such notice will be sent to: Hillsborough County Aviation Authority Attn.: Chief Executive Officer Tampa International Airport Post Office Box 22287 Xxxxx, Xxxxxxx 00000

  • Termination Notice and Procedure Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 23: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

  • Early Termination Notice (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPO, the Corporate Taxpayer shall deliver to the ITR Entity notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for the ITR Entity. The Early Termination Schedule shall become final and binding on all parties 30 calendar days from the first date on which the ITR Entity has received such Schedule or amendment thereto unless the ITR Entity (i) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

  • Termination Warning Notice B The Secretary of State may serve a Termination Warning Notice where he considers that:

  • Without Notice This agreement shall terminate without any requirement of notice to either party when the first of the following events occurs: 5.1.1. The parties mutually consent to termination in writing.

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