Common use of Buyout Right Clause in Contracts

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. (a) Designated Term Buyout Lender In lieu of funding the Defaulted Amount of a Defaulting Stockholder, the Nondefaulting Stockholder shall have the right at any time to deliver to Agent a Buyout Notice, and, purchase the Defaulting Stockholder's Common Stock. Such right shall be exercised by the Nondefaulting Stockholder giving the Defaulting Stockholder notice of exercise within the ten (10) Business Days after delivery day period specified in Section 3. Such right is exercisable by the Nondefaulting Stockholder in proportion to Agent of any such Buyout Noticetheir respective Common Stock ownership percentages but they may make other arrangements among themselves as to the extent to which each will exercise the purchase right. If the purchase right is exercised, to consummate a Buyout. Any Buyout Notice given by Designated Term Buyout Lender the purchase price for the Defaulting Stockholder's shares shall be irrevocableits "fair market value," determined in the same manner and utilizing the same procedures as provided in Article IV, Section 4. 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 closing 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 shall occur within thirty (30) days after the buyout right is exercised on the date specified by the Nondefaulting Stockholder who exercise the purchase right (whether one or more, the "Purchasing Stockholder"). At the closing, the Defaulting Stockholder shall transfer all of such consummation, Designated Term Buyout Lender shall remit its shares of Common Stock to the Persons Purchasing Stockholder free and clear of all liens and encumbrances by delivering to the Purchasing Stockholder the certificates representing such shares with duly executed blank stock powers for the transfer thereof attached. The purchase price for the Defaulting Stockholder's shares shall be paid in full at the closing, and simultaneously all indebtedness owing from whom Designated Term Buyout Lender purchased such Revolving Loan Commitmentsthe Defaulting Stockholder to the Corporation shall be paid in full. If the Defaulting Stockholder fails or refuses to execute and deliver the certificates for Common Stock and stock powers, the amount Defaulting Stockholder hereby irrevocably appoints each Purchasing Stockholder as its attorney-in-fact to execute and deliver such stock powers and the Corporation is authorized to cancel the certificates representing the Common Stock formerly owned by the Defaulting Stockholder. The foregoing power of any prepayment fee in respect of the Revolving Loan Commitments actually received by Designated Term Buyout Lender in connection attorney, being coupled with the purchase described in such Purchase Noticean interest, is irrevocable.

Buyout Right. (a) Designated If Agent proposes a sale, lease or other disposition of Collateral pursuant to Section 11.7, including without limitation a sale of all or substantially all of the Collateral, Agent shall first provide Tranche B Agent with a written Sale Notice. No such sale, lease or other disposition shall be consummated unless Agent does not receive a written Buyout Notice from Tranche B Agent within ten (10) Business Days after Tranche B Agent's receipt of the Sale Notice, or, if such Buyout Notice has been timely received by Agent, if Tranche B Agent (and any other Persons acceptable to Tranche B Agent) fails to consummate a Buyout within ten (10) Business Days after Agent's receipt of the Buyout Notice. Any Buyout Notice given by Tranche B Agent shall be irrevocable. The failure of Tranche B Agent to timely deliver a Buyout Notice or consummate a Buyout in any instance shall constitute a waiver by Tranche B Agent of its rights under this subsection 11.13(a) with respect to the particular sale, lease or other disposition in question. In addition, if Tranche B Agent fails to timely consummate a Buyout that is the subject of a Buyout Notice, Agent and Revolving Credit and Term Buyout Lender Loan A Lenders shall be entitled to bring legal action against Tranche B Agent for equitable relief (including specific performance) in respect thereof. (b) Tranche B Agent shall have the right at any time to deliver to Agent a Buyout NoticeNotice (i) within forty-five (45) days after the commencement of an Action Standstill Period or (ii) within five (5) Business Days after the Revolving Credit and Term Loan A Lenders have suspended the Revolving Credit Loans or have ceased to make Revolving Credit Loan advances to Borrowers pursuant to subsection 1.1.1, 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 Tranche B Agent shall be irrevocable. The failure of Designated Term Buyout Lender Tranche B Agent to timely deliver a Buyout Notice or consummate a Buyout in any instance shall constitute a waiver by Designated Term Buyout Lender Tranche B Agent of its rights under this subsection 11.1311.13(b). In addition, if Designated Term Buyout Lender Tranche B Agent fails to timely consummate a Buyout that is the subject of a Buyout Notice, Agent and Revolving Credit and Term Loan A Lenders shall be entitled to bring legal action against Designated Term Buyout Lender Tranche B Agent 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 LenderTranche B Agent's rights under this subsection 11.13 11.13(b) or the receipt by Agent of a Buyout Notice. (bc) Upon consummation of a Buyout, Agent will assign all of its Liens to Designated Term Buyout Lender Tranche B Agent and resign as Agent hereunder and Designated Term Buyout Lender Tranche B Agent will succeed to the role as Agent in accordance with the provisions of subsection 11.11Agent. (cd) Notwithstanding the foregoing, (i) Designated Term Buyout Lender's right to consummate If Tranche B Agent consummates a Buyout shall be immediately terminatedand, regardless of whether Designated Term Buyout Lender has previously delivered within one hundred eighty (180) days thereafter, receives a Buyout Notice, at such time as a "Purchase Notice" (as defined sufficient amount in the Intercreditor Agreement) has been delivered in order to effect a purchase repayment of the Obligations (whether by virtue of sale of the Obligations, a sale of Collateral or other Property, the refinance of the Obligations or otherwise) to repay all then-outstanding fees, costs, expenses, principal and interest included within the Obligations (other than prepayment fees), then any additional amount received will be paid first to Agent, for the pro rata benefit of Revolving Credit Commitments and (ii) if a Buyout is consummated by Designated Term Buyout Lender in connection with which Loan A Lenders, for application against the prepayment fees payable to Revolving Credit Lenders fee pursuant to Section subsection 2.6(a) were not payable, and that would have been payable if the Buyout had constituted a Purchase Notice is delivered in order to effect a purchase repayment by Borrowers of the Revolving Loan Commitments within thirty (30) days after the date of such consummation, Designated Term Buyout Lender shall remit applicable Obligations prior to the Persons from whom Designated Term Buyout Lender purchased such Revolving Loan Commitments, the amount of application against any prepayment fee that may be owing to any other Person in respect of the Revolving Loan Commitments actually received by Designated Term Buyout Lender in connection with the purchase described in such Purchase Noticethereof.

Buyout Right. (a) Designated Term Buyout Lender shall have In the right at event that GCI is then the Manager and it is acquired in a transaction resulting in a Change of Control of GCI, GCI has the option exercisable for the ninety (90) day period commencing on the date of such Change of Control to purchase the Membership Interest of the Members other than the Manager for the sum of Three Million Two Hundred Fifty Thousand Dollars ($3,250,000) (the "Basic Purchase Price"), plus any time to deliver to Agent a Buyout Noticeaccrued but unpaid Preferred Return (the "Preferred Return Purchase Price") (the Preferred Return Purchase Price plus the Basic Purchase Price are the "Membership Interest Purchase Price"), and, within ten (10) Business Days after delivery to Agent provided that GCI also concurrently acquires from the holders of any remaining MAG Loan such Buyout Notice, to consummate a Buyoutremaining MAG Loan for its then-face value plus all accrued but unpaid interest thereon (the 'Note Purchase Price'). Any Buyout Notice given by Designated Term Buyout Lender The Membership Interest Purchase Price shall be irrevocablepaid to such Members in the ratio of their Percentage Interests. 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 Note Purchase Price shall be entitled to bring legal action against Designated Term Buyout Lender for equitable relief (including specific performance) in respect thereof. Notwithstanding anything paid to the contrary contained herein, Agent holders of the MAG Loan proportionately to their interest. The Basic Purchase Price will be reduced proportionately by the proportion that GCI Warrants previously exercised by the Members other than the Manager bear to the number of GCI Warrants issued to such Members. The Members will be required to relinquish any GCI Warrants not exercised prior to notice to them by GCI of the exercise of the within option. The proportionate reduction of the Basic Purchase Price shall be entitled relate solely to pursue any enforcement action available to Agent under the Loan Documents Basic Purchase Price and applicable law regardless of Designated Term Buyout Lender's rights under this subsection 11.13 shall not affect the Preferred Return Purchase Price or the receipt Note Purchase Price. Change of Control shall mean a transaction, or a series of related transactions, pursuant to which more than fifty percent (50%) of the stock of GCI, or substantially all of the assets of GCI, is acquired by Agent a third party who is not at the date of a Buyout Noticethis Agreement the beneficial owner of more than five percent (5%) of the stock of GCI. (b) Upon consummation In the event GCI determines to exercise the option, GCI shall send a written notice to each of the Members and each of the holders of the MAG Loan specifying a Buyoutclosing date of not more than sixty (60) days from the exercise of the option and setting forth the computation of the Membership Interest Purchase Price and the Note Purchase Price. At the closing, Agent will assign GCI shall pay the Membership Interest Purchase Price and the Note Purchase Price in cash, and the Members and holders of the MAG Loan shall perform all of its Liens such acts and execute all such documents and assurances as reasonably may be required by Manager, to Designated Term Buyout Lender and resign as Agent hereunder and Designated Term Buyout Lender will succeed convey to Manager 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 Membership Interests in the Intercreditor Agreement) has been delivered Company, or the interest in order to effect a purchase the MAG Loan, free and clear 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 payableall liens, 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 Noticeclaims or encumbrances.

Buyout Right. (a) Designated If Agent proposes a sale, lease or other disposition of Collateral pursuant to Section 11.7, including without limitation a sale of all or substantially all of the Collateral, Agent shall first provide Tranche B Agent with a written Sale Notice. No such sale, lease or other disposition shall be consummated unless Agent does not receive a written Buyout Notice from Tranche B Agent within 10 Business Days after Tranche B Agent's receipt of the Sale Notice, or, if such Buyout Notice has been timely received by Agent, if Tranche B Agent (and any other Persons acceptable to Tranche B Agent) fails to consummate a Buyout within 10 days after Agent's receipt of the Buyout Notice. Any Buyout Notice given by Tranche B Agent shall be irrevocable. The failure of Tranche B Agent to timely deliver a Buyout Notice or consummate a Buyout in any instance shall constitute a waiver by Tranche B Agent of its rights under this subsection 11.13(a) with respect to the particular sale, lease or other disposition in question. In addition, if Tranche B Agent fails to timely consummate a Buyout that is the subject of a Buyout Notice, Agent and Revolving Credit and Term Buyout Lender Loan A Lenders shall be entitled to bring legal action against Tranche B Agent for equitable relief (including specific performance) in respect thereof. (b) Tranche B Agent shall have the right at any time to deliver to Agent a Buyout NoticeNotice (i) within 45 days after the commencement of an Action Standstill Period or (ii) within 5 Business Days after the Revolving Credit and Term Loan A Lenders have suspended the Revolving Credit Loans or have ceased to make Revolving Credit Loan advances to Borrowers pursuant to subsection 1.1.1, and, within ten (10) Business Days 10 days after delivery to Agent of any such Buyout Notice, to consummate a Buyout. Any Buyout Notice given by Designated Term Buyout Lender Tranche B Agent shall be irrevocable. The failure of Designated Term Buyout Lender Tranche B Agent to timely deliver a Buyout Notice or consummate a Buyout in any instance shall constitute a waiver by Designated Term Buyout Lender Tranche B Agent of its rights under this subsection 11.1311.13(b). In addition, if Designated Term Buyout Lender Tranche B Agent fails to timely consummate a Buyout that is the subject of a Buyout Notice, Agent and Revolving Credit and Term Loan A Lenders shall be entitled to bring legal action against Designated Term Buyout Lender Tranche B Agent 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 LenderTranche B Agent's rights under this subsection 11.13 11.13(b) or the receipt by Agent of a Buyout Notice. (bc) Upon consummation of a Buyout, Agent will assign all of its Liens to Designated Term Buyout Lender Tranche B Agent and resign as Agent hereunder and Designated Term Buyout Lender Tranche B Agent will succeed to the role as Agent in accordance with the provisions of subsection 11.11Agent. (cd) Notwithstanding the foregoing, (i) Designated Term Buyout Lender's right to consummate If Tranche B Agent consummates a Buyout shall be immediately terminatedand, regardless of whether Designated Term Buyout Lender has previously delivered within 180 days thereafter, receives a Buyout Notice, at such time as a "Purchase Notice" (as defined sufficient amount in the Intercreditor Agreement) has been delivered in order to effect a purchase repayment of the Obligations (whether by virtue of sale of the Obligations, a sale of Collateral or other Property, the refinance of the Obligations or otherwise) to repay all then-outstanding fees, costs, expenses, principal and interest included within the Obligations (other than prepayment fees), then any additional amount received will be paid first to Agent, for the pro rata benefit of Revolving Credit Commitments and (ii) if a Buyout is consummated by Designated Term Buyout Lender in connection with which Loan A Lenders, for application against the prepayment fees payable to Revolving Credit Lenders fee pursuant to Section subsection 2.6(a) were not payable, and that would have been payable if the Buyout had constituted a Purchase Notice is delivered in order to effect a purchase repayment by Borrowers of the Revolving Loan Commitments within thirty (30) days after the date of such consummation, Designated Term Buyout Lender shall remit applicable Obligations prior to the Persons from whom Designated Term Buyout Lender purchased such Revolving Loan Commitments, the amount of application against any prepayment fee that may be owing to any other Person in respect of the Revolving Loan Commitments actually received by Designated Term Buyout Lender in connection with the purchase described in such Purchase Noticethereof.