FINAL IMPASSE Sample Clauses

FINAL IMPASSE. Within forty-five (45) days of notice of Final Impasse (or pursuant to the provisions of SECTION 2.3 or of SECTIONS 6.2 or 6.3), either Voting Shareholder (the "OFFERING SHAREHOLDER") may deliver a written Offer to purchase all, but not less than all, of the Joint Venture Interest held by the other Voting Shareholder at a cash Offer Price, fully payable on or before sixty (60) days after notice of the Offer. Within thirty (30) days after receipt of the Offer, the other Voting Shareholder may notify the Offering Shareholder in writing that it will either (a) sell to the Offering Shareholder all, but not less than all, of its Joint Venture Interest at the Offer Price on or before the sixtieth day after receipt of the Offer or (b) buy from the Offering Shareholder all, but not less than all, of the Offering Shareholder's Joint Venture Interest at the Adjusted Offer Price on or before the sixtieth day after receipt of the Offer. If the other Voting Shareholder fails to notify the Offering Shareholder within the thirty (30) day period that it will (a) sell all of its Joint Venture Interest to the Offering Shareholder at the Offer Price or (b) buy all of the Joint Venture Interest from the Offering Shareholder at the Adjusted Offer Price, then the Offering Shareholder must purchase in cash all, but not less than all, of the other Voting Shareholder's Joint Venture Interest at the Offer Price and the other Voting Shareholder must sell all, but not less than all, of its Joint Venture Interest at the Offer Price, on or before the sixtieth day after notice of the Offer. Upon the purchase or sale of shares pursuant to this SECTION 6.4, this Agreement and the VC Holding Shareholders Agreement shall automatically terminate without further action. Failure by either Voting Shareholder to deliver an Offer within forty-five (45) days of notice of a Final Impasse shall constitute a waiver of each Voting Shareholder's rights under this SECTION 6.4 with respect to the particular Final Impasse.
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FINAL IMPASSE. Within forty-five (45) days after notice of a Final Impasse, the notifying Partner (the "First Partner") may offer ("Offer") to the other Partner or Partners (individually, the "Other Partner," and collectively, the "Other Partners") a cash price per percentage point of interest in profit and loss of the Company (the "Offer Price"), fully payable sixty (60) days after such Offer, for the Other Partners' interests in profit and loss of the Company. Within thirty (30) days after such Offer, the Other Partners may notify the First Partner in writing that they will purchase on said sixtieth (60th) day after the Offer all, but not less than all, of the First Partner's interest in the Company, in such proportions as they may agree among themselves, for an amount equal to the Offer Price multiplied by the percentage interest in profit and loss of the Company then held by the First Partner. If the Other Partners fail to so notify the First Partner of their intent to purchase all, but not less than all, of the First Partner's interest, the Other Partners shall be compelled to sell on said sixtieth (60th) day after the Offer all of their interests to the First Partner for the Offer Price multiplied by the percentage interest in profit and loss of the Company then held by each of the Other Partners. If no Offer has been made by the First Partner on or before such forty-fifth (45th) day after the notice of Final Impasse, the Other Partners may initiate the above process by serving a notice upon the First Partner. In such event, the First Partner shall then have thirty (30) days in which to respond that it will purchase on the one hundred and twentieth (120th) day after the notice of Final Impasse all of the Other Partners' interests in the Company for an amount equal to the Offer Price multiplied by the percentage interest in profit and loss of the Company then held by the Other Partner, and the sale shall proceed as to the First Partner if it so responds or as to the Other Partners if the First Partner fails to respond. If no offer is made by any Partner on or before such one hundred and twentieth (120th) day after notice of Final Impasse, the status quo shall prevail, and no further action may be taken with respect thereto.
Sample 1

Related to FINAL IMPASSE

  • Final Determination Within 10 business days following the ------------------- final determination of the Final Outstanding Common Stock Number, the Final Per Share Cash Amount, the Final Per Share Common Stock Amount and the Total Merger Consideration as provided in this Section 1.9, (i) the Parent shall deliver to each Shareholder (a) the cash amount, if any, by which the aggregate of the Final Per Share Cash Amounts payable to such Shareholder, as finally determined pursuant hereto, exceeds the aggregate of the Closing Per Share Cash Amounts paid to such Shareholder at the Closing; and (b) the number of shares of Parent Common Stock, if any, by which the aggregate of the Final Per Share Common Stock Amounts deliverable to such Shareholder, as finally determined pursuant hereto, exceeds the aggregate of the Closing Per Share Common Stock Amounts delivered to such Shareholder at the Closing; or (ii) each Shareholder shall deliver to the Parent (a) the cash amount, if any, by which the aggregate of the Closing Per Share Cash Amounts paid to such Shareholder at the Closing exceeds the aggregate of the Final Per Share Cash Amounts payable to such Shareholder as finally determined pursuant hereto; and (b) the number of shares of Parent Common Stock, if any, by which the aggregate of the Closing Per Share Common Stock Amounts delivered to such Shareholder at the Closing exceeds the aggregate of the Final Per Share Common Stock Amounts deliverable to such Shareholder as finally determined pursuant hereto.

  • Disputed Amounts If Customer disputes any charge or amount on any invoice and such dispute cannot be resolved promptly through good faith discussions between the parties, Customer shall pay the amounts due under this Agreement less the disputed amount, and the parties shall diligently proceed to resolve such disputed amount. An amount will be considered disputed in good faith if (i) Customer delivers a written statement to M&I on or before the due date of the invoice, describing in detail the basis of the dispute and the amount being withheld by Customer, (ii) such written statement represents that the amount in dispute has been determined after due investigation of the facts and that such disputed amount has been determined in good faith, and (iii) all other amounts due from Customer that are not in dispute have been paid in accordance with the terms of this Agreement.

  • Final Completion 6.5.1 Final Completion of the Work shall be achieved within ninety (90) Days after the earlier of the actual date of Substantial Completion or the Scheduled Substantial Completion Date (the “Final Completion Date”).

  • Disputed Claims $ The undersigned who has a contract with for furnishing labor or materials or both labor and materials or rental equipment, appliances or tools for the erection, alteration, repair or removal of a building or structure or other improvement of real property known and identified as located in (city or town), County, and owned by , upon receipt of ($ ) in payment of an invoice/requisition/application for payment dated does hereby:

  • Determination of Market Rent If Tenant timely and appropriately objects to the Market Rent in Tenant’s Acceptance, Landlord and Tenant shall attempt to agree upon the Market Rent using their best good-faith efforts. If Landlord and Tenant fail to reach agreement within twenty-one (21) days following Tenant’s Acceptance (“Outside Agreement Date”), then each party shall make a separate determination of the Market Rent which shall be submitted to each other and to arbitration in accordance with the following items (i) through (vii):

  • Audit Dispute In the event of a dispute with respect to any audit, Caribou and AbbVie shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [***] days, the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “Audit Arbitrator”). The decision of the Audit Arbitrator shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Audit Arbitrator shall determine. Not later than [***] days after such decision and in accordance with such decision, the audited Party shall pay the additional amounts, with interest from the date originally due, or the auditing Party shall reimburse the excess payments, as applicable.

  • Deadlock Unless otherwise expressly set forth herein, in the event the Members are unable to reach agreement on or make a decision with respect to any matter on which the Members are entitled to vote, the matter shall be subject to the Internal Dispute Resolution Procedure described in Article 13 hereof.

  • Final Working Drawings After the Final Space Plan has been approved by Landlord, Tenant shall supply the Engineers with a complete listing of standard and non-standard equipment and specifications, including, without limitation, B.T.U. calculations, electrical requirements and special electrical receptacle requirements for the Premises, to enable the Engineers and the Architect to complete the “Final Working Drawings” (as that term is defined below) in the manner as set forth below. Upon the approval of the Final Space Plan by Landlord and Tenant, Tenant shall promptly cause the Architect and the Engineers to complete the architectural and engineering drawings for the Premises, and Architect shall compile a fully coordinated set of architectural, structural, mechanical, electrical and plumbing working drawings in a form which is complete to allow subcontractors to bid on the work and to obtain all EXHIBIT B applicable permits (collectively, the “Final Working Drawings”) and shall submit the same to Landlord for Landlord’s approval. Tenant shall supply Landlord with four (4) copies signed by Tenant of such Final Working Drawings. Landlord shall advise Tenant within five (5) business days after Landlord’s receipt of all of the Final Working Drawings, either (i) approve the Final Working Drawings, (ii) approve the Final Working Drawings subject to specified conditions, which conditions must be stated in a reasonably clear and complete manner, and shall only be conditions reasonably intended to address a potential Design Problem, or (iii) disapprove and return the Construction Drawings to Tenant with requested revisions; provided, however, Landlord shall only disapprove such Final Working Drawings to the extent of a Design Problem. If Landlord disapproves the Final Working Drawings, Tenant may resubmit the Final Working Drawings to Landlord at any time, and Landlord shall approve or disapprove the resubmitted Final Working Drawings, based upon the criteria set forth in this Section 3.3, within three (3) business days after Landlord receives such resubmitted Final Working Drawings. Such procedure shall be repeated until the Final Working Drawings are approved.

  • Payment Disputes In the event of any dispute with respect to any payment hereunder, Producer shall make timely payment of all undisputed amounts, and Gatherer and Producer will use good faith efforts to resolve the disputed amounts within 60 Days following the original due date. Any amounts subsequently resolved shall be due and payable within ten Days of such resolution.

  • Negotiation Period Any dispute, controversy or claim arising out of or relating to this Agreement, or any alleged breach hereof, will be subject to binding arbitration in accordance with this Section 7.11. If such a dispute, controversy or claim exists, the parties shall attempt for a 30-day period (the "Negotiation Period") from the date any party gives any one or more of the other parties notice (a "Dispute Notice") pursuant to this Section, to negotiate in good faith, a resolution of the dispute. The Dispute Notice shall set forth with specificity the basis of the dispute. During the Negotiation Period, representatives of each party involved in the dispute who have authority to settle the dispute shall meet at mutually convenient times and places and use their best efforts to resolve the dispute.

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