Buyout Right Clause Samples
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Buyout Right. (a) Designated Term Buyout Lender shall have the right at any time to deliver to Agent a Buyout Notice, and, within ten (10) Business Days after delivery to Agent of any such Buyout Notice, to consummate a Buyout. Any Buyout Notice given by Designated Term Buyout Lender shall be irrevocable. The failure of Designated Term Buyout Lender to timely consummate a Buyout in any instance shall constitute a waiver by Designated Term Buyout Lender of its rights under this subsection 11.13. In addition, if Designated Term Buyout Lender fails to timely consummate a Buyout that is the subject of a Buyout Notice, Agent and Revolving Credit Lenders shall be entitled to bring legal action against Designated Term Buyout Lender for equitable relief (including specific performance) in respect thereof. Notwithstanding anything to the contrary contained herein, Agent shall be entitled to pursue any enforcement action available to Agent under the Loan Documents and applicable law regardless of Designated Term Buyout Lender's rights under this subsection 11.13 or the receipt by Agent of a Buyout Notice.
(b) Upon consummation of a Buyout, Agent will assign all of its Liens to Designated Term Buyout Lender and resign as Agent hereunder and Designated Term Buyout Lender will succeed to the role as Agent in accordance with the provisions of subsection 11.11.
(c) Notwithstanding the foregoing, (i) Designated Term Buyout Lender's right to consummate a Buyout shall be immediately terminated, regardless of whether Designated Term Buyout Lender has previously delivered a Buyout Notice, at such time as a "Purchase Notice" (as defined in the Intercreditor Agreement) has been delivered in order to effect a purchase of the Revolving Credit Commitments and (ii) if a Buyout is consummated by Designated Term Buyout Lender in connection with which the prepayment fees payable to Revolving Credit Lenders pursuant to Section 2.6(a) were not payable, and a Purchase Notice is delivered in order to effect a purchase of the Revolving Loan Commitments within thirty (30) days after the date of such consummation, Designated Term Buyout Lender shall remit to the Persons from whom Designated Term Buyout Lender purchased such Revolving Loan Commitments, the amount of any prepayment fee in respect of the Revolving Loan Commitments actually received by Designated Term Buyout Lender in connection with the purchase described in such Purchase Notice.
Buyout Right
Buyout Right. Upon any termination of this Agreement arising from a default committed by a Major Shareholder, the Major Shareholder who is not in default under any of its obligations pursuant to this Agreement shall have the right (the “Buyout Right”) to purchase the Shares of the other Shareholders. The purchase price shall be an amount equal to the selling Shareholder’s pro rata Share ownership in the Company multiplied by the valuation of the Company as determined by an independent third party qualified to perform such activities to be appointed by the Major Shareholders. A Shareholder purchasing Shares pursuant to a Buyout Right shall pay the purchase price to the selling Shareholder within 90 days after the purchase price has been determined or after any requisite governmental approvals have been obtained, whichever date is later. If, for any reason, the buying Shareholder does not pay the purchase price in full within such 90- day period, then interest shall be paid thereafter upon the unpaid balance until the fully unpaid balance and accrued interest are paid. Such interest shall be calculated at the Interest Rate. In the event the non-selling Shareholder declines to purchase 100% of the other selling Shareholders’ Shares, the Liquidation Committee shall use its reasonable efforts to locate a purchaser for the Company. If no purchaser is found within ninety (90) days, then the Liquidation Committee shall proceed to sell the assets of the Company at a price not less than their then reasonable value as an on-going concern and, after deducting the expenses of the Liquidation Committee and any tax due on that portion of the equity of the Company that exceeds the Total Capital Contribution, shall distribute the net proceeds to each of the Shareholders pro-rata based on the ratio the Shares held by such Shareholder bears to the total number of issued and outstanding Shares of the Company.
Buyout Right. (i) Following completion of the procedures set forth in Section 14.07(a) through Section 14.07(c), either Member may elect, by delivering written notice (a “Buyout Notice”) to the other Member within 30 Business Days of the Mediation Drop Dead Date, to purchase all, but not less than all, of such other Member’s Units (the “Subject Units”) for an amount equal to the fair market value of the Company as determined in accordance with the provisions of this Section 14.07(d) (the “Deadlock Fair Market Value”) multiplied by 1.30 and multiplied further by the Percentage Interest represented by the Subject Units (the “Buyout Purchase Price”); provided, however, that if both Members have provided a Buyout Notice in accordance with the foregoing, then the provision of Section 14.07(e) shall apply.
(ii) The Deadlock Fair Market Value of any Subject Units shall be determined in accordance with the following procedure. The Buyout Notice will identify a nationally recognized investment banking firm retained by the proposed purchasing member, which firm will be experienced in the valuation of companies operating in the business of crude oil pipelines and facilities similar in nature and scope to that operated by the Company (the “Buyer Appraiser”). On or before the 10th day following receipt by the other Member of the Buyout Notice, the receiving Member will notify the other Member of the nationally recognized investment banking firm experienced in the valuation of companies operating in the business of crude oil pipelines and facilities similar in nature and scope to that operated by the Company that it has retained (the “Seller Appraiser”). Within 10 days of the selling Member’s selection of the Seller Appraiser, the Buyer Appraiser and the Seller Appraiser will select a third, independent, nationally recognized investment banking firm experienced in the valuation of companies operating in the business of crude oil pipelines and facilities similar in nature and scope to that operated by the Company (the “Independent Appraiser”) If the Independent Appraiser so chosen shall resign or otherwise fail or become unable to serve as independent appraiser, a replacement Independent Appraiser shall be chosen by the Buyer Appraiser and the Seller Appraiser in the same manner. The cost of the Independent Appraiser will be borne equally by the Members, and each Member will otherwise bear the cost of the appraiser selected by it. The Company shall provide the Independent Appraiser wi...
Buyout Right. 78 SECTION 12. MISCELLANEOUS...................................................79
Buyout Right. (a) In the event that the Minimum Return Event has occurred, the Manager has the option exercisable for the five-year period commencing on the first day of the fiscal year after the Minimum Return Event was achieved to purchase the Membership Interests of the Members other than the Manager for the sum of $2,000,000 (the "Purchase Price") which shall be paid to such Members in the ratio of their Percentage Interests. The Purchase Price will be reduced during the Option Period by an amount equal to 20.833% of the Distributions under Section 6.12(d) during the Option Period. The option will expire in the event that fifty percent (50%) of the Distributions under Section 6.12(d) in any two years of the Option Period are less than the sum of $200,000 per year. In the event fifty percent (50%) of the Distributions under Section 6.12(d) are less than $200,000 in a single year during the Option Period, and the option is thereafter exercised, the Purchase Price will be increased by the amount by which the sum of $200,000 exceeds fifty percent (50%) of the Distributions under Section 6.12(d) for such year.
(b) In the event the Manager determines to exercise the option, the Manager shall send a written notice to each of the Members specifying a closing date of not more than 60 days from the exercise of the option and setting forth the computation of the Purchase Price. At the closing, the Manager shall pay the Purchase Price in cash, and the Members shall perform all such acts and execute all such documents and assurances as reasonably may be required by Manager, to convey to Manager the Membership Interests in the Company free and clear of all liens, claims or encumbrances. 9512900003-629491.7 27.
Buyout Right. 727 1. Subject to the limitations set forth in Article 8.P.2 below, each Club may 728 unilaterally terminate Players on Guaranteed SPAs for the remaining 729 Season(s), for any reason or for no reason, provided that the Club: (i) 730 satisfied any obligations to the Player for the prior Season and (ii) pays the 731 Player an amount equal to 50% of his base Salary for each Guaranteed 732 Contract Year remaining in his SPA (i.e., excluding any option terms), 733 with at least half payable within fourteen (14) days of the exercising of 734 such right and the remainder payable within sixty (60) days thereafter (the 735 “Buyout Right”). The Club shall pay any reasonable costs of collection 736 actually incurred by the Player. Upon the exercise of such Buyout Right, 737 the Player’s registration shall be promptly processed and released by the 738 Club and/or the League (as the case may be), and the League shall 739 promptly notify the USLPA that the Buyout Right has been exercised.