Fair Market Sales Value Purchase Options Sample Clauses

Fair Market Sales Value Purchase Options. (a) Unless the Limited ---------------------------------------- Partner's right, title and interest in the Partnership shall have been previously sold or otherwise disposed of in accordance with subsection 10.5, or unless a Special Event shall have occurred and be continuing at the time of the proposed purchase, the Managing General Partner shall have the option to purchase the Limited Partners' right, title and interest in the Partnership on the seventeenth (17th) anniversary of the Second Capital Contribution Date, for a cash purchase price equal to the Net Cash from Sales that would be payable to the Limited Partner upon the sale of the Project at a price equal to the Fair Market Sales Value of the Project as of such seventeenth anniversary. (b) In order to exercise the option provided for in this subsection 11.1, the Managing General Partner shall give the Limited Partner a Tentative Purchase Notice of its interest in exercising any such option at least 360 days prior to such seventeenth anniversary, and shall give the Limited Partner a Purchase Notice of its intent to exercise any such option at least 30 days prior to such seventeenth anniversary. The Managing General Partner and the Limited Partner agree to negotiate in good faith to determine the Fair Market Sales Value of the Project by mutual agreement following receipt of the Tentative Purchase Notice from the Managing General Partner. If the Managing General Partner and the Limited Partner shall fail to reach agreement within 30 days after receipt by the Limited Partner of the Tentative Purchase Notice 63 from the Managing General Partner, the Fair Market Sales Value of the Project shall be determined by the Appraisal Procedure.
Sample 1
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Fair Market Sales Value Purchase Options. (ii) In order to exercise the option provided for in this subsection 11.1(a), the Managing General Partner shall give the Limited Partner a Tentative Purchase Notice of its interest in exercising any such option at least 360 days prior to such twelfth anniversary, and shall give the Limited Partner a Purchase Notice of its intent to exercise any such option at least 30 days prior to such twelfth anniversary. The Managing General Partner and the Limited Partner holding the Limited Partnership Interest which is the subject of the option agree to negotiate in good faith to determine the Fair Market Sales Value of such Limited Partnership Interest by mutual agreement following receipt of the Tentative Purchase Notice from the Managing General Partner. If the Managing General Partner and such Limited Partner shall fail to reach agreement within 30 days after receipt by such Limited Partner of the Tentative Purchase Notice from the Managing General Partner, the Fair Market Sales Value of such Limited Partnership Interest proposed to be purchased by the Managing General Partner shall be determined by the Appraisal Procedure. (i) Unless the Common Limited Partner's right, title and interest in the Partnership shall have been previously sold or otherwise disposed of in accordance with subsection 10.5 or 11.1(a), the Managing General Partner shall have the option to purchase the Common Limited Partner's right, title and interest in the Partnership as of the date that the Common Limited Partner has received an aggregate amount of Limited Partner Benefits with respect to the Common Limited Partnership Interest equal to the Third Level Return of and on Equity for a cash purchase rice equal to the Fair Market Sales Value thereof. (ii) In order to exercise the option provided for in this subsection 11.1(b), the Managing General Partner shall (x) deliver a written notice to the Common Limited Partner as soon as practicable (but in any event not later than 10 days after such determination) after it shall have determined that the Common Limited Partner has received the amount of Limited Partner Benefits described in paragraph (i) above and (y) give the Common Limited Partner a Tentative Purchase Notice of its interest in exercising any such option within 30 days after delivery to the Common Limited Partner of the notice described in clause (x). If the Common Limited Partner agrees with such determination made by the Managing General Partner, it shall so notify the Managing ...
Sample 1

Related to Fair Market Sales Value Purchase Options

  • Public Offering Price Except as otherwise noted in the Issuer’s current Prospectus and/or Statement of Additional Information, all shares sold to investors by Distributors or the Issuer will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per share, as determined in the manner described in the Issuer’s current Prospectus and/or Statement of Additional Information, plus a sales charge (if any) described in the Issuer’s current Prospectus and/or Statement of Additional Information. The Issuer shall in all cases receive the net asset value per share on all sales. If a sales charge is in effect, Distributors shall have the right subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940 to pay a portion of the sales charge to dealers who have sold shares of the Issuer. If a fee in connection with shareholder redemptions is in effect, the Issuer shall collect the fee and, unless otherwise agreed upon by the Issuer and Distributors, the Issuer shall be entitled to receive all of such fees.

  • Floor Price BNYMCM shall not sell Common Shares below the Floor Price during any Selling Period, as such Floor Price may be adjusted by the Company at any time during any Selling Period upon notice to BNYMCM and confirmation to the Company.

  • Reserved Shares; Valid Issuance The Company covenants that it will at all times from and after the date hereof reserve and keep available such number of its authorized shares of Common Stock, free from all preemptive or similar rights therein, as will be sufficient to permit the exercise of this Warrant in full. The Company further covenants that such shares as may be issued pursuant to the exercise of this Warrant will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

  • SHARE PRICE The price per Share shall be determined by reference to trades on the Fund’s primary exchange. In no event shall the price be less than the current net asset value per share plus the per share amount of the commission to be paid to you (the “Minimum Price”). You shall suspend the sale of Shares if the per share price of the Shares is less than the Minimum Price.

  • Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

  • Certificate of Adjusted Exercise Price or Number of Shares Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

  • Minimum Adjustment of Exercise Price No adjustment of the Exercise Price shall be made in an amount of less than 1% of the Exercise Price in effect at the time such adjustment is otherwise required to be made, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustments so carried forward, shall amount to not less than 1% of such Exercise Price.

  • Market Value Adjustment Transfer of Current Value from the Funds or AG Account ............ 17 3.08 Notice to the Certificate Holder .................................. 18 3.09 Loans ............................................................. 18 3.10 Systematic Withdrawal Option (SWO) ................................ 18 3.11

  • Post-IPO Warrants The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants except as may be agreed upon by the Company.

  • Certification of Adjusted Exercise Price or Number of Shares of Common Stock Whenever the Exercise Price or the number of shares of Common Stock issuable upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Warrant Agent and with each transfer agent for the Common Stock a copy of such certificate and (c) instruct the Warrant Agent to send a brief summary thereof to each Holder of a Warrant Certificate.

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