Optional Purchases of Units Sample Clauses

Optional Purchases of Units. Except as otherwise provided in --------------------------- Section 5.2, in Section 12.1 and in Section 12.10, in the event that any Partner receives a "bona fide written offer from a qualified purchaser" to purchase all, but not less than all, of such Partner's interest in the Partnership, and such Partner desires to sell all, but not less than all, of such Partner's interest in the Partnership pursuant thereto, such Partner (the "Selling Partner") may sell all of its interest in the Partnership and without the consent of the Managing Partner, subject, however, to the limitations of Section 12.2 and Article XI above, but only in accordance with the provisions of this Section 12.4. Any such offer to purchase voting interests in a Partner which is a corporation, partnership or other form of legal entity shall, to the extent any such sale would constitute an "Assignment" under Section 12.2 above, be treated as an offer to purchase the interest in the Partnership owned by such entity for purposes of this Section 12.4. For purposes hereof, a "bona fide offer from a qualified purchaser" means a written and binding offer from a Person, other than a Non-Qualified Person, who has the financial ability to consummate the purchase described in such offer, and which offer sets forth a description of the Partnership interest subject thereto, the name and principal business address of the Person who is the proposed purchaser (and, if such purchaser is purchasing as a nominee for another Person, the name and address of such other Person), and the price and all of the terms and conditions of the proposed purchase. The Selling Partner shall give written notice (the "Offer") to the Managing Partner and to each of the other Partners (collectively, the "Remaining Partners") that such Selling Partner desires to sell all of its interest as a Partner in the Partnership (the "Offered Interest"), for the price and pursuant to the terms of the bona fide offer from the qualified purchaser, a full description of which shall be attached to the Offer. The Managing Partner shall have the first option to purchase all, but not less than all, of the Offered Interest, at the price and upon the terms contained in the Offer for a period of twenty (20) days from the receipt of the offer, such option to be exercised by delivery of written notice to the Selling Partner within such twenty (20) day period. If, as of the expiration of the twenty (20) day period described above, the Managing Partner...
Sample 1
AutoNDA by SimpleDocs
Optional Purchases of Units. A. Except as otherwise provided in Section 5.2, Section 12.1 and Section 12.10, in the event that any Limited Partner receives a "bona fide written offer from a qualified purchaser" to purchase all, but not less than all, of such Limited Partner's interest in the Partnership, and such Limited Partner desires to sell all, but not less than all, of such Limited Partner's interest in the Partnership pursuant thereto, such Limited Partner (the "Selling Limited Partner") may sell all of its interest in the Partnership and without the consent of the General Partner, subject, however, to the limitations of Section 12.2 and Article XI above, but only
Sample 1

Related to Optional Purchases of Units

  • Repurchase of Units (a) Except as otherwise provided in this Agreement, no Partner or other Person holding Units will have the right to withdraw or tender for repurchase any of its Units. The Directors may, from time to time, in their complete and exclusive discretion and on terms and conditions as they may determine, cause the Partnership to repurchase Units in accordance with written tenders. The Partnership will not offer, however, to repurchase Units on more than four occasions during any one Fiscal Year, unless the Partnership has been advised by its legal counsel that more frequent offers would not cause any adverse tax consequences to the Partnership or the Partners. In determining whether to cause the Partnership to repurchase Units, pursuant to written tenders, the Directors will consider the following factors, among others:

  • Purchase of Units On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 20,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.80

  • Optional Purchase (a) On any Distribution Date on which the sum of the Class A Note Balance plus the Class B Note Balance plus the Class C Note Balance has been or will, after giving effect to the application of Available Funds on such Distribution Date, be less than or equal to 10% of the sum of the initial Class A Note Balance plus the initial Class B Note Balance plus the initial Class C Note Balance, the Servicer shall have the option, upon no less than twenty (20) days prior written notice prior (or such lesser number of days permissible by the Clearing Agency and reasonably acceptable to the Indenture Trustee) to the related Distribution Date to the Issuer, the Trust Collateral Agent, the Owner Trustee, the Indenture Trustee and the Rating Agencies, to reacquire the Trust Property, other than the Trust Accounts. The Indenture Trustee shall provide notice of the Optional Purchase to the Noteholders within 5 Business Days of its receipt of the Servicer’s notice. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 in the Collection Account an amount equal to: (x) the aggregate Purchase Amount for the Loans, plus (y) the fair market value of any other property held by the Trust (other than the Trust Accounts), plus (z) sufficient funds to pay interest on the Notes through the date of redemption after giving effect to the application of Available Funds on such date. Notwithstanding the foregoing, the Servicer shall not exercise such option unless the purchase price paid by the Servicer and other funds held by the Issuer are sufficient to pay the full amount of principal and interest due and payable on each class of the Notes, and all amounts due and payable to the Indenture Trustee, the Trust Collateral Agent, the Backup Servicer and the Owner Trustee under the Basic Documents. Upon such deposit the Servicer shall succeed to all interests in and to the Trust (other than the Trust Accounts).

  • Additional Purchases Stockholder agrees that any shares of capital stock of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the execution of this Agreement and prior to the Expiration Date ("New Shares") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • Optional Purchase of Delinquent Mortgage Loans The Depositor, in its sole discretion, shall have the option, but shall not be obligated, to purchase any 90+ Delinquent Mortgage Loans from the Trust Fund. The purchase price for any such Mortgage Loan shall be 100% of the unpaid principal balance of such Mortgage Loan plus accrued and unpaid interest on the related Mortgage Loan at the applicable Mortgage Interest Rate, plus the amount of any unreimbursed Servicing Advances made by the Servicer. Upon receipt of such purchase price, the Servicer shall provide to the Trustee a Request for Release and the Trustee shall promptly release to the Depositor, the Mortgage File relating to the Mortgage Loan being repurchased.

  • The Optional Securities; Option Closing Date In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 3,000,000 Units from the Company at the purchase price per Unit to be paid by the Underwriters for the Firm Securities. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 45 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Securities as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Securities will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of the Firm Securities and such Optional Securities). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” and shall be determined by the Representative and shall not be earlier than two or later than five full business days after delivery of such notice of exercise. If any Optional Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Optional Securities to be purchased as the number of Firm Securities set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Optional Purchase of Trust Estate The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

  • Purchase of the Units (a) The Company agrees to issue and sell the Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per Unit of $9.80 (the “Purchase Price”) from the Company the respective number of Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto.

  • Conditions to Purchase of Option Securities In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company and any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

  • Manual Purchase and Redemption 3.3.1 You are hereby appointed as our designee for the sole purpose of receiving from Contract owners purchase and exchange orders and requests for redemption resulting from investment in and payments under the Contracts that pertain to subaccounts that invest in Portfolios (“Instructions”). “

Time is Money Join Law Insider Premium to draft better contracts faster.