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. At any time during any Buyout Exercise Period, the Tranche B Lender may (but shall not be obligated to) give notice to the Agent (the “BUYOUT ACCEPTANCE NOTICE”) of its intent to cause the assignment to the Tranche B Lender, or its designee, by the Revolving Credit Lenders, of all right, title and interest in, to, arising under or in respect of all Obligations of the Revolving Credit Lenders. 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, of an Assignment and Acceptance in exchange for the payment, in immediately available funds, of the amount of the Obligations in respect of the Revolving Credit Loans (excluding the Revolving Credit Early Termination Fee) and cash collateral with respect to the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in the amount of 105% of the face amount of Letter of Credit, in each case (and cash collateral) as of the date on which such assignment is made. The Tranche B Lender’s buy out right under this Section 3.6 may only be exercised completely with respect to all of the Obligations of the Revolving Credit Lenders. Following its exercise of the buy out right under this Section 3.6, the Tranche B Lender shall, during the first 180 days following exercise of the buyout right and payment in full therefor, (a) not waive or alter the Revolving Credit Early Termination Fee or alter the payment provisions in Section 13.5 to change when the Revolving Credit Early Termination Fee would be paid and (b) upon receipt during said 180-day period of any amounts on account of the Revolving Credit Early Termination Fee, pay such amounts to the Agent for the account of the Revolving Credit Lenders in accordance with their Commitment Percentages as of the date of the buy out under this Section 3.6.

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. 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. At any time during any Buyout Exercise Period and upon the instruction of the Tranche B Lenders, the Tranche B Lenders shall give the Agent a Buyout Acceptance Notice of its intent to cause the assignment to the Tranche B Lenders, or their respective designees, by the Revolving Credit 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 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 and the Agent of an Assignment and Acceptance in exchange for the payment, in immediately available funds, of the amount of the Obligations in respect of the Borrowings as of the date on which such assignment is made. The Tranche B Lenders’ buy out right under this Section 2.3(g) may only be exercised completely with respect to all of the Obligations of the Revolving Credit Lenders, the Swing Lender, the Issuing Lender and the Agent. Following the exercise of the buy out right under this Section 2.3(g), the Tranche B Lenders shall (i) not waive or alter the Revolving Credit Lenders Prepayment Premium or alter the payment provisions of Section 2.5, and (ii) upon receipt of any amounts on account of the Revolving Credit Lenders Prepayment Premium, pay such amounts to the Agent of the account of the Revolving Credit Lenders in accordance with their Pro Rata Share as of the date of the buy out under this Section 2.3(g).

Buyout Option. 97 SECTION 14.03 CPLP TRANSACTION................................................................ 98

Buyout Option. At any time during any Buyout Exercise Period the Tranche B Lender may (but shall not be obligated to) give notice to the Administrative Agent (the "Buyout Acceptance Notice") of its intent to cause the assignment to the Tranche B Lender, or its designee, by the Revolving Credit Lenders, of all right, title and interest in, to, arising under or in respect of all Obligations of the Revolving Credit Lenders. 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, of an Assignment and Acceptance in exchange for the payment, in immediately available funds, of the amount of the Obligations in respect of the Revolving Credit Loans (excluding the Revolving Credit Early Termination Fee) as of the date on which such assignment is made. The Tranche B Lender's buy out right under this ss.

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. On or after June 30, 2015 and prior to the Existing Expiration Date, XX XXXX has the right to exercise the Buyout Option, on the terms and subject to the conditions of this Management Agreement. For the avoidance of doubt, the Buyout Option may not be consummated prior to June 30, 2015, notwithstanding the delivery of the Buyout Notice prior to such date.