COMPULSORY BUY-OUT Sample Clauses

COMPULSORY BUY-OUT. (a) The Company acknowledges that the ------------------ Purchaser may desire to obtain all of the outstanding shares of Company Common Stock and Company Options pursuant to the consummation of the Offer and the Acquisition. In order to bring the Purchaser and/or any of its affiliates in a position to exercise their rights under Section 2:92a of the DCC, the Company shall at the request of the Purchaser: (i) inform the Purchaser of the fact that the Purchaser and/or one or more of its affiliates jointly holds 95% or more of the issued share capital in the Company, as soon as the Company has become aware of that fact; (ii) provide the Purchaser with extracts from and/or copies of the shareholders' register of the Company if so required by the Purchaser; and (iii) provide the Purchaser and/or any auditor instructed by the Purchaser with such information regarding the Company in order for the Purchaser and/or such auditor to be in a position to establish the value or price of a share in the issued capital of the Company for the purposes of proceedings pursuant to Section 2:92a of the DCC. (b) The Company further acknowledges that upon expiration of the Offer and acceptance of the shares of Company Common Stock thereunder, the Purchaser may from time to time purchase or acquire beneficial ownership of shares of Company Common Stock in the open market at market prices then prevailing and such prices may be greater or lower than the consideration offered pursuant to the Offer.
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COMPULSORY BUY-OUT. An Instigator desiring to offer all, but not less than all, of their Investment to the other Shareholder (the "Recipient") pursuant to this Part 5, shall deliver a notice in writing (the "Compulsory Offer") to the Secretary and the Recipient containing offers on the part of the Instigator:
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COMPULSORY BUY-OUT. Subject to subsection 10.6, any one or more Shareholders (collectively, the "Offeror Shareholders') may, any time after September 25, 2002, by written notice (the "Shareholder Offer") to the remaining Shareholders (the "Offeree Shareholders") of the Company and to the Company, require the Offeree Shareholders to elect either: (a) to sell all of the Offeree Shareholders' Interests to the Offeror Shareholders for a Purchase Price equal to the fair market value of such Interests, determined as of the date on which the Shareholder Offer is delivered in accordance with subsection 12.2; or (b) to purchase all of the Offeror Shareholders' Interests for a Purchase Price equal to the fair market value of such Interests determined as of the date on which the Shareholder Offer is delivered in accordance with subsection 12.2; on the terms and conditions set out in the Shareholder Offer and this Agreement.
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COMPULSORY BUY-OUT. 6.1 If Xxxx and Xxxxx exercise the option to purchase contained in Section 3.1(b) and Xxxx and Xxxxx each purchase 49 of the issued and outstanding common shares in the capital of EasyTrivia from Second Stage as contemplated therein, then at any time after such purchase either of Xxxx or Xxxxx (the "Offeror") may send a notice (the "Notice") to the other (the "Other") which shall contain an offer to purchase all of the issued and outstanding common shares in the capital of EasyTrivia owned by the Other at the price and on the terms set out therein, and an offer to sell all of the issued and outstanding common shares in the capital of EasyTrivia owned by the Offeror at the same price and on the same terms. 6.2 The Other may, within seven days after receipt of the Notice, accept either of the offers contained therein and if the offer to purchase is accepted or if the Other does not accept either offer within the seven day period, then the Other shall sell and the Offeror shall purchase all of the issued and outstanding common shares in the capital of EasyTrivia owned by the Other all in accordance with the Notice. 6.3 If the Other accepts the offer to sell all of the issued and outstanding common shares in the capital of EasyTrivia owned by the Offeror then the Other shall purchase and the Offeror shall sell all the said shares all in accordance with the Notice. 6.4 Notwithstanding any closing date stipulated in the Notice, the closing of the purchase and sale shall take place on the date which is seven business days following the acceptance or deemed acceptance of either of the offers contained in the Notice by the Other. 6.5 If the purchaser defaults in payment of the purchase price in full and such default is not cured within 15 days, the vendor, in addition to any other rights he may have, may by notice to the purchaser terminate the agreement for the sale of the issued and outstanding common shares in the capital of EasyTrivia owned by him and elect to purchase the issued and outstanding common shares in the capital of EasyTrivia owned by the purchaser at the price and on the terms set out in the notice and the transaction shall be completed on the 21st day after such default has occurred.
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COMPULSORY BUY-OUT. 7.1 In this Article 7, unless the context otherwise requires, the following words and terms will have the respective meanings ascribed to them:
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Related to COMPULSORY BUY-OUT

  • Compulsory Acquisition If the Developer fails to transfer or dedicate the Transfer Land or any land forming part of the Essential Infrastructure to the City in accordance with Schedule 3 of this document then the City may compulsorily acquire that land for the amount of

  • Compulsory Leave a. If the University President believes an employee is unable to perform assigned duties due to illness or injury, the President shall inform the employee in writing of the basis for the President's belief and may require the employee to obtain a medical examination by a doctor chosen and paid for by the University or by a doctor chosen and paid for by the employee who is acceptable to the University. Refusal of an employee to submit to a medical examination may result in suspension of the employee or other disciplinary action. The doctor shall submit an opinion to the President as to whether the employee (1) has a physical or mental condition which constitutes a health or other hazard to the employee, fellow employees, or others with whom the employee may come in contact or (2) has a physical or mental condition which prevents the employee from performing the duties required by the position of employment. A copy of the doctor's opinion shall be given to the employee. At the employee's discretion and expense, a second medical opinion may be obtained for consideration by the President. If two medical opinions are obtained which are in conflict, the two doctors or the relevant professional association or society shall be requested to identify a third doctor to supply an additional medical opinion for consideration by the President. The expense of the third doctor's opinion shall be shared equally by the employee and the University. b. If, after reviewing the medical opinions and other materials relevant to the employee's illness or injury, the President concludes that the employee (1) presents a health or other hazard to the employee, fellow employees, or others with whom the employee may come in contact or (2) is unable to perform the duties required by the position of employment, the President shall place the employee on compulsory leave. The President shall notify the employee in writing of the duration of the compulsory leave period. Any earned leave credits shall be used during the compulsory leave period. That portion of the compulsory leave, if any, which is not covered by earned leave credit shall be without pay. c. After expiration of one-half of the compulsory leave period, the employee may, upon prior notice to the University, and at the employee's expense, seek a medical opinion from a doctor acceptable to the University as to the ability of the employee to return to work. If after reviewing the opinion and other materials relevant to the employee's illness or injury the President concludes the employee is able to return to work, the employee may return to work at the beginning of the next academic term of the University. d. If, after reviewing the opinion of a doctor chosen and paid for by the University or by a doctor chosen and paid for by the employee who is acceptable to the University, and other materials relevant to the employee's illness or injury the President concludes an employee is unable to return to work at the end of the compulsory leave, the President may (1) extend the period of compulsory leave, or (2) request the employee's resignation or (3) if the University cannot reasonably accommodate the illness or injury, recommend termination in accordance with the procedures provided in Article 13. Termination under these circumstances shall not be considered to be a disciplinary action.

  • Expropriation Neither Party shall expropriate or nationalize, either directly or indirectly through measures equivalent to expropriation or nationalization (hereinafter referred to as "expropriation") against investments of investors of the other Party in its territory, unless the following conditions are met: (a) for the public interest (15); (b) under domestic legal procedure; (c) without discrimination; and (d) against compensation.

  • Seizure all or a material part of the undertaking, assets, rights or revenues of, or shares or other ownership interests in, any Security Party are seized, nationalised, expropriated or compulsorily acquired by or under the authority of any Government Entity; or

  • Where No Appropriation If, as provided for in section 4.3, the LHIN does not receive the necessary funding from the MOHLTC, the LHIN may terminate this Agreement immediately by giving Notice to the HSP.

  • No Expropriation No property or asset of the Company (including any Property or Mineral Rights) has been taken or expropriated by any Governmental Entity nor has any notice or proceeding in respect thereof been given or commenced nor, to the knowledge of the Company, is there any intent or proposal to give any such notice or to commence any such proceeding.

  • Notification of Compromise or Potential Compromise The compromise or potential compromise of Confidential Information must be reported to the DSHS Contact designated on the contract within one (1) business day of discovery. Contractor must also take actions to mitigate the risk of loss and comply with any notification or other requirements imposed by law or DSHS.

  • Condemnation As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there is no proceeding pending and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.

  • Shareholder Litigation The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.

  • EMINENT DOMAIN/CONDEMNATION 7.1 Lessor to notify Lessee 7.2 Whole taking, rents prorated 7.3 Taking

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