Buyout Option Sample Clauses

Buyout Option. (a) This Section 9.2 shall apply to any of the following events (each a “Buyout Event”): (i) a Member becomes Bankrupt; (ii) a Member dissolves and commences liquidation or winding up; (iii) there occurs an event that makes it unlawful for the Member to continue to be a Member. (b) In each case, the Member with respect to whom a Buyout Event has occurred is referred to herein as the “Affected Member”. (c) If a Buyout Event occurs, then each of the other Members shall have the option to acquire the Membership Interest of the Affected Member (or to cause it to be acquired by a third party designated by the other Members) on an “as is, where is” basis without representations or warranties (other than ownership of the Membership Interests by the Affected Member, that no Encumbrance exists against the Membership Interests of the Affected Member other than those created pursuant to this Agreement and that the sale of such Membership Interests do not require any governmental approvals that have not been obtained or create any conflict with the Affected Member’s organizational documents), expressed or implied (and with the Members exercising such preferential right also being referred to herein as “Purchasing Members”) upon giving the Company and all other Members 60 days’ written notice of an election to exercise its buyout rights pursuant to this Section 9.2 (a “Buyout Exercise Notice”) during such period. (d) The purchase price (the “Buyout Price”) for a Membership Interest being purchased pursuant to this Section 9.2 shall be the Fair Market Value of such Membership Interest as to which a Buyout Event has occurred, as determined under the Appraisal Procedure. (e) If an option to purchase is exercised in accordance with the other provisions of this Section 9.2, the closing of such purchase shall occur on the 60th day after the delivery of the Buyout Exercise Notice (or in any event, if later, the 30th day after the determination of the Fair Market Value pursuant to Section 9.2(d), or the fifth Business Day after the receipt of all applicable regulatory and governmental approvals to the purchase) and shall comply in all material respects with the requirements set forth in Section 9.1(b)(iii). Unless otherwise agreed among the Members, the Buyout Price shall be paid in cash at such closing. (f) Upon the occurrence of a closing under Section 9.2(e), the following provisions shall apply to the Affected Member (at, and following, such time, a “Terminated Member”): (...

Buyout Option. (a) In the event that CPLP delivers an Objection Notice, SSC shall have the right exercisable by delivering a written notice, not more that five (5) Business Days after the Objection Date, to CPLP stating that it elects to exercise its Buyout Option (a "BUYOUT EXERCISE NOTICE") to purchase all but not less than all of the Buyout Securities (as defined below) for a cash purchase price equal to all principal and interest due to CPLP pursuant to the Term Loan Agreement, all principal and interest due to CPLP with respect to the Loan and CPLP's pro rata portion of any fees payable to it under the Term Loan Agreement or this Agreement (the "BUYOUT OPTION"); PROVIDED, HOWEVER, that if CPLP has exercised a portion of the Warrants that would otherwise be deemed Allocated Warrants (the shares of Common Stock issued upon exercise of the Allocated Warrants shall be referred to as the "ALLOCATED SHARES"), then the purchase price paid by SSC for the Buyout Option shall be reduced (by an amount not less than zero) (i) if CPLP then owns all or a portion of the Allocated Shares, by the product of (a) the number of Allocated Shares then owned and (b) the difference between the Current Market Price on the date of the Buyout Exercise Notice and the exercise price paid by CPLP for such Allocated Shares or (ii) if CPLP has sold all or a portion of the Allocated Shares, by the product of (x) the number of Allocated Shares so sold and (y) the difference between the consideration received by CPLP upon the sale of the Allocated Shares so sold and the exercise price paid by CPLP for such Allocated Shares; PROVIDED, FURTHER, that if CPLP has acquired the Allocated Shares via cashless exercise, the foregoing computation shall be made as if such exercise had been a cash exercise. If SSC does not deliver a Buyout Exercise Notice in accordance with the terms of this Section 14.02, then SSC shall be deemed to have waived its Buyout Option as to the transactions stated in the Buyout Exercise Notice, and the parties may not proceed with the SSC Transaction that is the subject of such Objection Notice. (b) If a Buyout Exercise Notice is delivered, CPLP, within five (5) Business Days of delivery of such Buyout Exercise Notice, may request by written notice to Borrower and SSC (a "REFERRAL NOTICE") that a committee comprised of all of the independent directors of the Borrower not affiliated with SSC, CPLP or the Borrower's management (the "FAIRNESS COMMITTEE") review and approve the SSC Trans...

Buyout Option. This Section 9.2 shall apply to any of the following events (each a “Buyout Event”): (i) a Member becomes Bankrupt; (ii) a Member dissolves and commences liquidation or winding up; (iii) there occurs an event (other than a Regulatory Problem resolved pursuant to Section 9.1(b)(v)) that makes it unlawful for the Member to continue to be a Member to the extent such event can reasonably be expected to result in a material adverse effect on any of the other Members or the Company (including, without limitation, dissolution of the Company).

Buyout Option. At any time during any Buyout Exercise Period in respect of the Tranche C Loan and upon the instruction of the Tranche C Lenders, the Tranche C Lenders shall give the Agent a Buyout Acceptance Notice of its intent to cause the assignment to the Tranche C Lenders, or their respective designees, by the Revolving Credit Lenders and the Tranche B Lenders, of all right, title and interest in, to, arising under or in respect of all Obligations of the Revolving Credit Lenders, the Swing Lender, the Issuing Lender, the Tranche B Lenders and the Agent. Such assignments shall be effected on the Business Day which is not more than three (3) Business Days following the Buyout Acceptance Notice by the execution, by the Revolving Credit Lenders, the Swing Lender, the Issuing Lender, the Tranche B Lenders and the Agent of an Assignment and Acceptance in exchange for the payment, in immediately available funds, of the amount of the Obligations owing to the Revolving Credit Lenders, the Swing Lender, the Issuing Lender, the Tranche B Lenders and the Agent as of the date on which such assignment is made. The Tranche C Lenders’ buy out right under this Section 2.4(f) may only be exercised completely with respect to all of the Obligations of the Revolving Credit Lenders, the Swing Lender, the Issuing Lender, the Tranche B Lenders and the Agent.

Buyout Option. In the event of termination, the non-terminating Party may elect to purchase the terminating Party’s interest in the Joint Venture at fair market value, determined by an independent third-party appraiser mutually agreed upon by the Parties.

Buyout Option. If Elpida and IM cannot reach agreement on the Royalties then Elpida may terminate the Agreement and maintain a perpetual, non-exclusive, royalty free license under and to IM Inventions and any IM Intellectual Property Rights therein and thereto (i) to use, make, have made, import, offer to sell, sell, lease and otherwise dispose of the Products, (ii) to modify or make derivatives of the CDP Developed Technology, and (iii) to sublicense the same to Elpida Affiliates or to Third Parties who manufacture Products based on Elpida Background IP or Elpida Inventions by paying IM the following amounts: a) the [*] and b) a one time up front, pre-paid royalty of [*] (“Buyout Option”). The amounts set forth in the preceding sentence shall be paid by Elpida to IM within [*] days of the Royalty Determination Date. If Elpida elects this Buyout Option then the IP Ownership terms of Section 3.3 shall be modified for Intellectual Property Rights conceived after the Royalty Determination Date so that as between the parties, (a) Intermolecular shall own Intellectual Property Rights first conceived after the term of the CDP by its employees or contractors, and (b) Elpida shall own Intellectual Property Rights first conceived after the term of the CDP by its employees or contractors.

Buyout Option. (a) If the indicated Party (the “Requesting Party”) chooses to terminate the Company pursuant to Article 23.4, then the Requesting Party shall send written notice therefor to the Chairman of the Board. Within thirty (30) days of the receipt of such notice, the Chairman or the Vice Chairman if the Chairman is so designates or a Director appointed by the Chairman to act on his behalf, shall convene a Board meeting therefor. (b) If the Requesting Party chooses to buy out or cause a third party to buy out the other Party’s interests in the Company, it shall notify the other Party in writing. Upon the receipt of the notice by the other Party, the Parties or the third party, as the case may be, shall commence negotiations for the buyout immediately. (c) In the case that the Requesting Party chooses to terminate the Company, the other Party may, at the Board meeting convened in connection therewith, option to buy out or cause a third party to buy out the Requesting Party’s equity interest in the Company. (d) If neither the Requesting Party nor the other party chooses the buyout option, the Parties shall cause the Board to adopt a unanimous resolution for dissolution of the Company at the Board meeting convened therefore. (e) The price for any buyout under this Article shall be determined in accordance with Article 23.

Buyout Option. No later than ninety (90) days prior to the last day of each of (i) the tenth (10th) Contract Year of the Contract Term, (ii) the fifteenth (15th) Contract Year of the Contract Term and (iii) the twentieth (20th) Contract Year of the Contract Term, Buyer may deliver Notice to Seller indicating whether it elects to purchase the Facility. If Buyer elects to make a purchase, Buyer shall pay to Seller a “Buyout Payment” within thirty (30) days prior to the last day of such Contract Year equal to the Fair Market Value of the Facility as of such date, as determined pursuant to clause (2) below.

Buyout Option. Upon expiration of the lease term and provided no Event of Default shall have occurred and be continuing, Lessee shall have the option to purchase on an AS-IS, WHERE-IS basis, not less than all of the Equipment (and an assignment of all of Lessor’s rights, title and interest in the Software, if any) for its then fair market value, calculated as a percentage of the aggregate monthly lease payments in accordance with the following: If the term of this Lease is forty-eight (48) months or more, the buyout option as a percentage of the aggregate lease payments shall be ten percent (10%). If the term of this Lease is thirty-six (36) to forty-seven (47) months, the buyout option as a percentage of the aggregate lease payments shall be fifteen percent (15%). If the term of this Lease is twenty-four (24) to thirty-five (35) months, the buyout option as a percentage of the aggregate lease payments shall be twenty percent (20%). If the term of this Lease is twelve (12) to twenty-three (23) months, the buyout option as a percentage of the aggregate lease payments shall be twenty-five percent (25%). The exercise of this option must be communicated to Lessor in writing at least thirty (30) days prior to the expiration of the lease term. Purchase option payment will be due at lease expiration.

Buyout Option. Unit members eligible for family level health insurance that choose not to take advantage of the District health insurance program will receive a credit of the following amount which can be applied to the Health Reimbursement Fund. Employees who wish to take advantage of this option must inform the District by July or within 30 days of hire. For 2009-2010 the insurance buyout is $1,274. In 2010-11 and 2011-12, the District will increase the above payment level by the amount arrived at with the health insurance calculation.