Option Upon Involuntary Transfer Sample Clauses

Option Upon Involuntary Transfer. Each Subject Holder or its legal representative shall notify the Company in writing (the “Involuntary Transfer Notice”) promptly upon the occurrence, or any event that may lead to the occurrence, of an involuntary Transfer of all or a portion of its Stockholder Shares (the “Involuntary Transfer Shares”) by operation of law to any person other than to the Company or the Major Holders in accordance with this Section 3 (including, without limitation, to a Stockholder’s trustee in bankruptcy, to a purchaser at a creditor’s or court sale, pursuant to the death of a Stockholder, pursuant to a divorce, or to the guardian or conservator of an incompetent or incapacitated Stockholder) (an “Involuntary Transfer”). The Company shall have the option to purchase all or a portion of the Involuntary Transfer Shares by delivering notice of its election to exercise such option to the person to whom the Involuntary Transfer Shares were, or are to be, Transferred (the “Involuntary Transferee”) within thirty (30) days after its receipt of the Involuntary Transfer Notice. If the Company does not elect to purchase all of the Involuntary Transfer Shares, the Company shall, within five (5) days after the expiration of the thirty (30) day notice period specified above, provide each Major Holder with written notice of such election, which notice shall include a copy of the Involuntary Transfer Notice. Each Major Holder shall then have the right, exercisable within thirty (30) days following receipt of such notice, to purchase up to that number of the Involuntary Transfer Shares that the Company elected not to purchase (all such remaining shares being referred to as the “Remaining Involuntary Transfer Shares”) equal to the aggregate Remaining Involuntary Transfer Shares multiplied by such Major Holder’s Major Holder ROFR Pro Rata Share. In the event that a Major Holder does not wish to purchase its full Major Holder ROFR Pro Rata Share, then any Major Holder who has elected to purchase its full Major Holder ROFR Pro Rata Share shall have the right to purchase, on a pro rata basis with any other Major Holders who so elect, any Remaining Involuntary Transfer Shares not purchased. If any of the foregoing options are timely exercised, the Involuntary Transferee shall sell to the Company or the Major Holders, as applicable, and the Company or the Major Holders, as applicable, shall purchase from the Involuntary Transferee, such Involuntary Transfer Shares for a purchase price equal to fi...
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Option Upon Involuntary Transfer. If other than by reason of a Shareholder's death any Shares are transferred by operation of law to any person other than the Company, or if (i) any Shareholder shall be adjudicated as bankrupt or make an assignment for the benefit of creditors; (ii) bankruptcy proceedings in which a Shareholder is alleged to be insolvent or unable to pay his debts as they mature are instituted by or against that Shareholder and that Shareholder consents thereto or admits in writing the material allegations of the petitions filed in those proceedings; (iii) a Shareholder's Shares are attached; (iv) any judgment is obtained in any legal or equitable proceeding against a Shareholder and the sale of his Shares is contemplated or threatened under legal process as a result of that judgment; (v) any execution process is issued against a Shareholder's Shares; or (vi) any other form of legal proceeding or process is instituted by which a Shareholder's Shares may be sold or transferred voluntarily or involuntarily and the same remains undismissed for sixty (60) days, then in each case, such transfer or event shall be deemed to be the giving of a Notice of Offer and the Company shall have the right (but not the obligation), exercisable in accordance with Sections 2.1(b) above, to purchase any or all of that Shareholder's Shares for a Purchase Price equal to the Fair Market Value (determined in accordance with Article V below) of such Shares.
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Option Upon Involuntary Transfer. If other than by reason of a Stockholder's death, disability or dissolution of marriage, Shares are transferred by operation of law to any person other than to the Corporation (such as, but not limited to, a Stockholder's trustee in bankruptcy or a purchaser at any creditor's or court sale), the Corporation or the remaining Stockholders, within seventy (70) days of the Corporation's receipt of actual notice of the transfer may exercise an option (hereby granted by each Stockholder) to purchase all but not less than all of the Shares so transferred in the same manner and upon the same terms as provided in SECTION 2, with respect to Shares proposed to be transferred.
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Option Upon Involuntary Transfer. If, other than pursuant to this Agreement, a Member’s Member Interest is transferred by operation of law to any person other than the Company (such as, but not limited to, a trustee in bankruptcy, a receiver, a purchaser under any creditor’s or judicial sale or a guardian or conservator), the Company shall have an option to purchase all of the Member Interest so transferred at the price and terms determined in accordance with Section 9.3. The Company shall have a period of sixty (60) days after the date of receipt of notice of such transfer within which to exercise this option in writing. Neither the Member whose Member Interest has been transferred pursuant to this Article X nor the transferee of such Member Interest shall have any vote either as a Member or member of the Board of the Company, shall not be considered in determining whether a quorum is present, and his or her Member Interest shall be deemed voted in the same manner as the majority of Members.
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Option Upon Involuntary Transfer. If any Units are transferred by operation of law to any person other than a Member, or if (a) any Member shall be adjudicated as bankrupt or make an assignment for the benefit of creditors; (b) bankruptcy proceedings in which a Member is alleged to be insolvent or unable to pay its debts as they mature are instituted by or against it, and the Member consents thereto or admits in writing the material allegations of the petitions filed in those proceedings; (c) a Member's Units are attached; (d) any judgment is obtained in any legal or equitable proceeding against a Member and the sale of its Units is contemplated or threatened under legal process as a result of that judgment; (e) any execution process is issued against a Member's Units; or (f) any other form of legal proceeding or process is instituted by which a Member's Units may be sold or transferred voluntarily or involuntarily and the same remains undismissed for sixty (60) days, then such transfer or event shall be deemed to be the giving of a Selling Member's Notice under Section 6.2(A) hereof, whereupon the Offeree Member may purchase such Units or exercise tag- along rights upon the same terms as set forth in Section 6.2.
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Option Upon Involuntary Transfer. If other than by reason of the death of any Stockholder, any Shares are transferred by operation of law to any person other than the Company, or if (a) a Stockholder shall be adjudicated as bankrupt or make an assignment for the benefit of creditors; (b) bankruptcy proceedings in which a Stockholder is alleged to be insolvent or unable to pay his debts as they mature are instituted by or against him, and he consents thereto or admits in writing the material allegations of the petitions filed in those proceedings; (c) a Stockholder's Shares are attached; (d) any judgment is obtained in any legal or equitable proceeding against a Stockholder and the sale of his Shares is contemplated or threatened under legal process as a result of that judgment; (e) any execution process is issued against a Stockholder's Shares; or (f) any other form of legal proceeding or process is instituted by which a Stockholder's Shares may be sold or transferred voluntarily or involuntarily and the same remains undismissed for sixty (60) days, then such transfer or event shall be deemed to be the giving of a Selling Stockholder's Notice under Section 2.2(a) hereof, whereupon the Company may purchase the Shares upon the same terms as set forth in Section 2.2.
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Option Upon Involuntary Transfer. An involuntary transfer occurs when a Membership Interest or any portion thereof or interest therein is transferred by operation of law. Such a transfer includes, without limitation, any sale or other disposition by a trustee or debtor in possession appointed or retained in a bankruptcy case, or a sale at any creditors' or judicial sale. Upon becoming aware of any actual or threatened involuntary transfer, a party shall give prompt notice thereof to the other party. The option under this Section 10.2(a) shall arise upon receipt by the party entitled to purchase of notice of the transfer.
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Option Upon Involuntary Transfer. If any shares of Stock are transferred by operation of law to any person other than the Company or GTSD Sub except by means of a Permitted Transfer, such transfer shall be deemed a Transfer. At such time as the Company has any written notice specifying such a Transfer, a Transfer Notice under Section 7.2 hereof shall be deemed to have been given, the Company and GTSD Sub may purchase the Shares upon the same terms as set forth in Section 7.2. In the event of an involuntary Transfer pursuant to this Section 7.3, the purchase price for the shares of Stock so transferred shall be deemed to be the "fair market value" of such shares of Stock as determined in accordance with Section 8.3 below.
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Related to Option Upon Involuntary Transfer

  • Termination Upon Repurchase or Liquidation of All Mortgage Loans.............................................. SECTION 9.02

  • Taxation upon Exercise of Option Optionee understands that, upon exercise of this Option, Optionee will recognize income, for Federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined as of the date of exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee shall constitute an agreement by Optionee to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount of such income and corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income and employment tax purposes will be made, if and as required by law, from Optionee’s then current compensation, or, if such current compensation is insufficient to satisfy withholding tax liability, the Company may require Optionee to make a cash payment to cover such liability as a condition of the exercise of this Option.

  • Termination Upon Notice This Agreement may be terminated at any time without cause by either party giving the other party one hundred eighty (180) days written notice.

  • Repurchase at Option of Holder Upon a Fundamental Change (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder of Securities shall have the right (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”) all of such Holder’s Securities (or any portion thereof that is equal to $1,000 in principal amount or an integral multiples of $1,000 in excess thereof), on a date selected by the Company (the “Fundamental Change Repurchase Date”), which shall be no later than thirty five (35) Business Days, and no earlier than twenty (20) Business Days (or as such period may be extended pursuant to Section 3.01(j)), after the date the Fundamental Change Notice is sent in accordance with Section 3.01(b), at a price, payable in cash, equal to one hundred percent (100%) of the principal amount of the Securities (or portion thereof) to be so repurchased, plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), subject to satisfaction of the following conditions:

  • Repurchase at the Option of Holders Upon a Change of Control (a) Upon the occurrence of a Change of Control, the Company shall, within 30 days of a Change of Control, make a Change of Control Offer pursuant to the procedures set forth in Section 3.09 hereof. Each Holder shall have the right to accept such offer and require the Company to repurchase all or any portion (equal to $1,000 or an integral multiple of $1,000) of such Holder’s Notes pursuant to the Change of Control Offer at a purchase price, in cash (the “Change of Control Amount”), equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the Purchase Date.

  • Repurchase at Option of Holders Upon a Fundamental Change (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a multiple of $1,000, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 20 or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to the Holder of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by the Company shall be paid for in cash.

  • Termination of Option (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of:

  • Termination Upon a Change in Control If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

  • Termination Upon a Change of Control If Executive’s employment by the Employer, or any Affiliate or successor of the Employer, shall be subject to a Termination within a Covered Period, then, in addition to Minimum Payments, the Employer shall provide Executive the following benefits:

  • REPURCHASE AT THE OPTION OF HOLDER (a) If there is a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within ten days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

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