Forced Sale Sample Clauses

Forced Sale. (a) In addition to the rights of the parties with respect to the Buy-Sell provisions of Section 11.1 above, at any time after the Buy-Sell Period, either Member (the actual Member initiating a Forced Sale being herein called the “Initiating Member”) shall have the right (the “Forced Sale Right”) to require a sale of the Project by the Company pursuant to the provisions of this Section 11.2 (herein called a “Forced Sale”). The Initiating Member may initiate the Forced Sale by giving a written notice (a “Forced Sale Notice”) signed by the Initiating Member to the other Member (the “Receiving Member”). (b) The Forced Sale Notice shall specify (i) the Initiating Member’s determination of the all-cash price for the entire Project and other assets of the Company (except cash), taking into account, but not reduced by, all liens, debts and other then-existing liabilities as reflected on the most recent financial statements for the Company (the “Forced Sale Price”), (ii) allocation of closing costs, and (iii) such other material economic terms of such sale as the Initiating Member may propose to the Receiving Member; provided, however, that the terms of such sale must (A) provide for an “as is” sale as of the time the Forced Sale Notice is given, (B) provide for expiration of any representations or warranties (other than a special warranty of title) not more than one (1) year following the closing, (C) provide for closing within 100 days of the date a contract is signed and (D) be subject to no contingencies other than customary due diligence contingencies, such as review of title, survey and environmental matters; provided, however, that acceptable contingencies shall not include those based on further completion of the Project, occupancy, sale or rental achievement. (c) The Receiving Member shall have the right, exercisable by delivery of notice in writing (referred to herein as an “Election”) to the Initiating Member within ninety (90) calendar days from the date of receipt by the Receiving Member of the Forced Sale Notice (referred to herein as the “Election Date”), to notify the Initiating Member either: (i) That the Receiving Member is agreeable to the sale of the Project by the Company for a price not less than ninety percent (90.0%) of the Forced Sale Price set forth in the Forced Sale Notice and on other terms no less favorable to the Company than those set forth in the Forced Sale Notice; provided, however, that neither the Member nor any of its Affiliate...

Forced Sale. (a) If Xxxxxx is a Forced Sale Eligible Initiator, Xxxxxx shall have the right to elect to cause the sale of the Company Assets to a bona fide third-party purchaser by delivering notice (the “Forced Sale Notice”) to Xxxxx (as the case may be) of such election, subject to the further provisions of this Section 8.9. Following delivery of a Forced Sale Notice, the Xxxxxx Members shall be deemed the “Forced Sale Initiator”, and Xxxxx shall be deemed the “Forced Sale Recipient”. The Forced Sale Notice shall contain an estimate made by the Forced Sale ACTIVE 202923160v.13 Initiator in its sole discretion of the all cash gross purchase price an unaffiliated third party would pay for the Company Assets in a bona fide arm’s length sale (“Stipulated Sale Price”). (b) Forced Sale Recipient shall have ten Business Days (10) following the receipt of a Forced Sale Notice to deliver a notice (the “Property Sale Response Notice”) to the Forced Sale Initiator in which it may elect to purchase the Interests of the Forced Sale Initiator (the “Forced Sale Interests”) in accordance with Section 8.10 for a sum equal to the amount that would be distributed to the Forced Sale Initiator had the Company Assets been sold for the Stipulated Sale Price (the “Interest Purchase Price”); provided, however, that if the Forced Sale Recipient is a Put Defaulting Member, such Forced Sale Recipient shall be deemed to have elected to not acquire the Forced Sale Interests and the terms of Section 8.9 (d) shall apply; provided, further, that if the Forced Sale Recipient is Xxxxx, the Forced Sale Interests shall be deemed to include the Interests of Xxxxxxx and Xxxxxxx. (c) If the Forced Sale Recipient elects to purchase the Forced Sale Interests then the provisions of Section 8.10 shall apply. (d) If the Forced Sale Recipient elects not to acquire the Forced Sale Interests, fails to timely deliver a Property Sale Response Notice, or fails to timely deliver the Interest Sale Deposit pursuant to Section 8.10, the Managing Member shall market the Company Assets for sale and accept on behalf of the Company (and/or the applicable Company Subsidiary) an offer for the purchase of the Company Assets on commercially reasonable terms meeting the following criteria (a “Property Sale Offer”): (i) the Property Sale Offer shall be for the purchase by an unaffiliated entity of all (but not less than all) of the Company Assets for cash for a gross purchase price in an amount not less than ninety-five percent (9...

Forced Sale. “Forced Sale” shall have the meaning set forth in Section 11.2(a) of this Agreement. 1.50

Forced Sale. The Company hereby covenants and agrees that, if the Company has not effected a Qualified Public Offering or obtained the Minimum Trading Requirement (as defined below) prior to the fourth anniversary of the date of this Agreement, the Company shall use commercially reasonable efforts, including retaining an appropriate investment bank reasonably satisfactory to a majority in interest of the Series B Holders, to identify a suitable purchaser of the Company to be effected by means of a merger, consolidation or sale of stock or assets, auction or otherwise at such time (a "FORCED SALE," and, together with a Drag-Along Sale, an "APPROVED SALE"). As used herein, the "MINIMUM TRADING REQUIREMENT" shall be obtained following an Initial Offering on the business day following the end of a one hundred eighty (180) consecutive day period during which the average closing price of the Company's Common Stock on each such day exceeded the Threshold Price.

Forced Sale. Lessor or CLT may require the owner to sell the Residential Unit in accordance with the resale procedures set forth herein and in the guidelines adopted by CLT and amended from time to time as if such owner had delivered an Intent to Sell Notice to CLT. In the event of such a sale, all proceeds will be applied in the following order: FIRST, to the payment of any Qualified Mortgage; SECOND, to the payment of any unpaid taxes; THIRD, to assessments, claims and liens on the Residential Unit (not including any mortgage or lien purportedly affecting the Residential Unit which is not a Qualified Mortgage); FOURTH, to the payment of the closing costs and fees; FIFTH, to the Transfer Fee to CLT; SIXTH, to the payment of any penalties assessed against the owner by CLT; SEVENTH, to the repayment to CLT of any monies advanced by CLT in connection with a mortgage or other debt with respect to a Residential Unit, or any other payment made by CLT on owner’s behalf; EIGHTH, to any repairs needed for the Residential Unit; and NINTH, any remaining proceeds shall be paid to the Lessee. If there are insufficient proceeds to satisfy the foregoing, Lessee shall remain personally liable for such deficiency.

Forced Sale. JTCHA may terminate the Lease and require the Homeowner to sell the Home in accordance with the resale procedures set forth in this Lease and the Guidelines. In the event of such a sale, all proceeds will be applied in the following order: FIRST, to the payment of any unpaid taxes; SECOND, to the payment of any Qualified Mortgage; THIRD, to assessments, claims and liens on the Home or Leased Land (not including any mortgage or lien purportedly affecting the Home which is not a Qualified Mortgage); FOURTH, to the payment of closing costs and fees; FIFTH, to the 2% facilitation fee to JTCHA; SIXTH, to the payment of any penalties assessed against the owner by JTCHA; SEVENTH, to the repayment to JTCHA of any unpaid Lease Fees and any monies advanced by JTCHA in connection with a mortgage or other debt with respect to the Home or Leased Land, or any other payment made by JTCHA on owner’s behalf; EIGHTH, to the cost of any repairs required by JTCHA for the Home; and NINTH, the balance, if any, to the Homeowner. If there are insufficient proceeds to satisfy the foregoing, the owner shall remain liable for such deficiency.

Forced Sale. Notwithstanding anything herein to the contrary, the Board Members appointed by the Preferred Partners (without the approval of any other Person, including the Board Members appointed by CTT Partner) shall have the right, at any time following the date that is six (6) months prior to the fifth (5th) anniversary of the Effective Date, to direct the General Partner to cause the Partnership and its Subsidiaries (including the Subsidiary REIT and its Subsidiaries for all purposes under this Section 4.16) to list or offer to sell the Property and all other Real Estate Assets; provided, that if the Alternative Voting System is in effect at such time, then the Board Members appointed by the Preferred Partners (without the approval of any other Person, including the Board Members appointed by CTT Partner) may appoint a Person other than the General Partner to cause the Partnership and its Subsidiaries to list or offer to sell the Property and all other Real Estate Assets and to manage all aspects of the offering and sale process. Upon any such exercise of the right hereunder, any marketing process and resulting sale shall be subject to the terms of Section 4.15(a), Section 4.15(b) and Section 4.15(c); provided, that, notwithstanding anything herein to the contrary, the Board Members appointed by the Preferred Partners shall have the right to conduct such marketing process and effect any resulting sale on behalf of the Partnership and its Subsidiaries (without the approval of any other Person, including the Board Members appointed by CTT Partner).

Forced Sale. If the MGCB shall lawfully order a forced sale of any of the Borrowers, the Subsidiary Guarantors or the Project or any portion thereof.

Forced Sale. In the event the that Board approves a Change in Control effected by way of a forced or compulsory sale (whether pursuant to the Company’s Articles of Association or pursuant to Section 341 of the Companies Law), then, without derogating from such provisions and in addition thereto, the Grantee shall be obligated, and shall be deemed to have agreed to the offer to effect the Change in Control on the terms approved by the Board (and the Shares held by or for the benefit of the Grantee shall be included in the shares of the Company approving the terms of such Change in Control for the purpose of satisfying the required majority), and shall sell all of the Shares held by or for the benefit of the Grantee on the terms and conditions applying to the holders of Shares, in accordance with the instructions then issued by the Board, whose determination shall be final. No Grantee shall contest, bring any claims or demands, or exercise any appraisal rights related to any of the foregoing. The proxy pursuant to Section ‎6.9 includes an authorization of the holder of such proxy to sign, by and on behalf of any Grantee, such documents and agreements as are required to affect the sale of Shares in connection with such Change in Control.

Forced Sale. At any time following the funding from SG DEV of its capital contribution through and including the second anniversary of the execution hereof, JDI shall have the right at its discretion to purchase the interest of SG DEV, by (i) returning to SG DEV its $3,000,000 capital contribution and (ii) providing an Annual Internal Rate of Return (IRR) of forty (40%) Percent (i.e. $1,200,000 per year). Provided SG DEV has funded its capital contribution, at any time after second anniversary of the execution hereof, JDI shall have the right at its discretion to purchase the interest of SG DEV by (i) returning to SG DEV its $3,000,000 capital contribution and (ii) providing an Annual Internal Rate of Return (IRR) of thirty-two and one-half (32.5%) Percent (i.e. $975,000 per year). The exercise by JDI of the buyout right set forth in this Section 8.7 shall in no way impair or affect SG DEV’s rights and interests in and to the Service Provider agreement with the Company, all of which shall remain in full force and effect.