Exercise of Buy-Sell Rights Sample Clauses

Exercise of Buy-Sell Rights. At any time after the date on which NHI is not a NSAM Managed Company, if a Deadlock exists, then XXXX (the “Initiating Member”) may initiate the buy/sell procedure pursuant to this Article Fourteen by giving written notice (the “Value Notice”) to NHI (the “Electing Member” which shall include NHI, its Affiliates, and its successors and assigns) stating an amount not less than the aggregate of all indebtedness owing by the Company (the “Stated Amount”) to be used in the calculations under Section 14.02 below. The Value Notice shall set forth a calculation, in reasonable detail, of the application of the Stated Amount to pay all Company obligations (including Member loans payable by the Company), and of all distributions to be made, resulting in specified purchase prices for each Member’s Units pursuant to Section 14.02 below. The Electing Member shall have thirty (30) days from its receipt of the Value Notice to notify the Initiating Member in writing (the “Election Notice”) whether the Electing Member shall sell its Units in the Company to the Initiating Member or purchase the Initiating Member’s Units in the Company. If the Electing Member shall fail to give a timely Election Notice, the Electing Member shall be deemed to have elected to sell its Units in the Company to the Initiating Member.
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Exercise of Buy-Sell Rights. From and after (A) in the case of the Condor Member, the third anniversary of the Closing Date, Condor Member, and (B) in the case TWC Member, the fifth anniversary of the Closing Date, TWC Member, shall have the right set forth in this Article 13 (a “Buy-Sell Right”), and may exercise its Buy-Sell Right by giving a Buy-Sell Notice (as defined below) under this Section 13.1; provided, however, that if an Affiliate of TWC Member has been terminated by the LLC or Condor Member as the manager of the Hotel for any reason other than a termination under Section 16.02 of the Property Management Agreement, then TWC Member shall have this right from and after the third anniversary of the Closing Date. However, the TWC Member shall not have the right to exercise the Buy-Sell Right, if the Condor Member has previously exercised its option under Section 13.5 to purchase the Entire LLC Interests of the TWC Member and Promote Member, unless the closing of the acquisition does not occur due to a default of the Condor Member. Notwithstanding the foregoing, the Condor Member shall not exercise its Buy-Sell Right, and any attempt to exercise its Buy-Sell Right shall not be effective, unless the Condor OpCo Tenant Parent Member concurrently exercises its buy-sell right under the Operating Company Tenant Parent Limited Liability Company Agreement, and the TWC Member shall not exercise the Buy-Sell Right, and any attempt to exercise its Buy-Sell Right shall not be effective, unless the TWC OpCo Tenant Parent Member concurrently exercises its buy-sell right under the Operating Company Tenant Parent Limited Liability Company Agreement.
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Exercise of Buy-Sell Rights. Either Party may at any time initiate the Buy/Sell Procedure described in this Section 10.1. Either Party may elect to initiate the Buy/Sell Procedure (thereby becoming the “Initiating Party”) by giving written notice (the “Value Notice”) to the other Party (the “Electing Party”) stating an amount [not less than the aggregate of all indebtedness secured by the Property] (the “Stated Amount”) to be used in the calculations under Section 10.1.2. The Value Notice shall set forth a calculation, in reasonable detail, of the application of the Stated Amount to pay all obligations secured by the Property resulting in a specified purchase price for each Party’s Interest pursuant to Section 10.1.2. The Electing Party shall have thirty (30) days from its receipt of the Value Notice to notify the Initiating Party in writing (the “Election Notice”) whether the Electing Party will sell its Interest in the Property to the Initiating Party or purchase the Initiating Party’s Interest in the Property. If the Electing Party shall fail to give a timely Election Notice, the Electing Party shall be deemed to have elected to sell its Interest in the Property to the Initiating Party. The Election Notice shall specify the date of closing (the “Buy/Sell Closing Date”) which date shall be at least thirty (30) days after the giving of the Election Notice, but in any event not later than the ninetieth (90th) day after such notice. In the event the Electing Party fails to provide an Election Notice, the Buy/Sell Closing Date shall be held on the first business day which is at least ninety (90) days after the giving of the Value Notice.
Sample 1
Exercise of Buy-Sell Rights. From and after (A) in the case of the Condor Member, the third anniversary of the Closing Date, Condor Member, and (B) in the case TWC Member, the fifth anniversary of the Closing Date, TWC Member, shall have the right set forth in this Article 13 (a “Buy-Sell Right”), and may exercise its Buy-Sell Right by giving a Buy-Sell Notice (as defined below) under this Section 13.1; provided, however, that if an Affiliate of TWC Member has been terminated by the LLC or Condor Member as the manager of the Hotel for any reason other than a termination under Section 16.02 of the Property Management Agreement, then TWC Member shall have this right from and after the third anniversary of the Closing Date. However, the TWC Member shall not have the right to exercise the Buy-Sell Right, if the Condor Member has previously exercised its option under Section 13.5 to purchase the Entire LLC Interests of the TWC Member and Promote Member, unless the closing of the acquisition does not occur due to a default of the Condor Member.
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Exercise of Buy-Sell Rights 
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Related to Exercise of Buy-Sell Rights

  • Exercise of Rights; Purchase Price Expiration Date of ------------------------------------------------------ Rights. ------

  • Exercise of Purchase Option and Closing (a) The Company may exercise the Purchase Option by delivering or mailing to the Participant (or his estate), within 90 days after the termination of the employment of the Participant with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 90-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 90-day period.

  • Exercise of Put Option The Put Option may be exercised during the Put Option Period with respect to all or any portion of the Put Shares. Such option shall be exercised by such Holder giving notice to the Company and each other Holder during the Put Option Period of the Holder's election to exercise the Put Option, and the date of the Put Option Closing, which will be not less than fifteen (15) nor more than ninety (90) days after the date of such notice. The Company will provide each Holder desiring to exercise its Put Option the name and address of each other Holder. Notwithstanding the foregoing, if a Holder receives such notice of another Holder's exercise of such other Holder's Put Option, the Holder receiving such notice may elect to exercise its Put Option and designate a Put Option Closing simultaneous and pari passu with that of such other Holder.

  • Exercise of the Purchase Rights The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the "Acknowledgment of Exercise") indicating the number of shares which remain subject to future purchases, if any. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock requested to be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Preferred Stock.

  • Exercise of Purchase Option If Purchaser elects to exercise this Option, it shall do so by sending a written notice of such exercise to Seller prior to the expiration of the Option Term. Purchaser’s notice shall specify the date and time that the closing of the purchase and sale of the Property (the “Closing”) will take place, which shall be no earlier than the date that is thirty (30) days after the date of the exercise of the Option and no later than the date that is forty-five (45) days after the date of the exercise of the Option. Purchaser and Seller shall conduct an escrow‑style closing through the Title Company so that it will not be necessary for any party to physically attend the Closing. Notwithstanding any provision to the contrary in this Agreement, if the notice of exercise is mailed via the U.S. Postal Service, the notice shall be deemed to have been delivered when mailed if sent with prepaid postage by certified or registered mail, or if sent via overnight delivery service, the notice shall be deemed to have been delivered when deposited with such overnight delivery service. Within three (3) business days following Purchaser’s exercise of the Option, ONE THOUSAND AND NO/DOLLARS ($1,000.00) shall be paid by Purchaser to Title Company as xxxxxxx money (the “Xxxxxxx Money”). The Xxxxxxx Money shall be held in a segregated interest bearing account by Title Company. All interest and earnings shall be paid to Purchaser. The Xxxxxxx Money shall be credited against the Purchase Price at Closing. Title Company shall act as escrow agent until Closing and shall hold and disburse the Xxxxxxx Money as provided in this Agreement. Seller shall have no right to receive any payment of the Xxxxxxx Money unless Seller terminates this Agreement in accordance with Section 16(a) below as a result of an uncured default of this Agreement by Purchaser, or the Xxxxxxx Money is credited against the Purchaser Price due at Closing. Seller and Purchaser agree to cause to be executed, acknowledged and delivered to Title Company such further reasonable and necessary escrow instruments and documents requested by the Title Company in connection with Title Company holding and disbursing the Xxxxxxx Money and Title Company conducting the Closing, in order to carry out the intent and purpose of this Agreement.

  • Exercise of the Repurchase Right The Repurchase Right shall be exercisable by written notice delivered to each Owner of the Unvested Shares prior to the expiration of the ninety (90)-day exercise period. The notice shall indicate the number of Unvested Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not more than thirty (30) days after the date of such notice. The certificates representing the Unvested Shares to be repurchased shall be delivered to the Corporation on or before the close of business on the date specified for the repurchase. Concurrently with the receipt of such stock certificates, the Corporation shall pay to Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), an amount equal to the Purchase Price previously paid for the Unvested Shares to be repurchased from Owner.

  • Exercise of Option The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units within 45 days after the effective date (“Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof). The Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company by the Representative, which must be confirmed in accordance with Section 10.1 herein setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (the “Option Closing Date”), which will not be later than five (5) full Business Days after the date of the notice or such other time and in such other manner as shall be agreed upon by the Company and the Representative, at the offices of EG&S or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice.

  • Exercise of Purchase Options Nothing contained in this Purchase Option shall be construed as requiring the Holder(s) to exercise their Purchase Options or Warrants underlying such Purchase Options prior to or after the initial filing of any registration statement or the effectiveness thereof.

  • Exercise of Purchase Warrants Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.

  • Exercise of the Warrant Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise in the form annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

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