Purchase of Additional Interest Sample Clauses

Purchase of Additional Interest. At any time during the term of this Agreement and so long as SanDisk is a Member, SanDisk shall have the right to purchase from Toshiba 0.1% of the total Interests then outstanding in the event that (i) Toshiba’s patent umbrella does not adequately protect the Company or (ii) dissolution of the Company is commenced pursuant to Section 11 hereof. The purchase price of such Interests shall equal [***] as of the date of such transaction.
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Purchase of Additional Interest. 23 ARTICLE X Certain Agreements of the Unitholders .................................. 23
Sample 1
Purchase of Additional Interest. 24 10. CERTAIN AGREEMENTS OF THE UNITHOLDERS.................................. 25
Sample 1
Purchase of Additional Interest. At any time during the term of this Agreement and so long as SanDisk is a Member, SanDisk shall have the right to purchase 0.1% of SENA's Membership Interest in the event that (i) Toshiba's patent umbrella does not adequately protect the Company or (ii) dissolution of the Company is commenced pursuant to Article XI hereof. The purchase price of such Membership Interest shall equal 0.1% of the Company's Net Book Value.
Sample 1
Purchase of Additional Interest. During the period commencing on the two (2)-year anniversary of the U.S. Effective Date and at any time that Intel Singapore is a Member and its Economic Interest (without taking into account in the Committed Capital of such Member or in the aggregate Committed Capital of all Members, the outstanding amount under any Mandatory Note payable to Intel Singapore) is less than 51% but at least 49%, Intel Singapore shall have the right to purchase from Micron Singapore, and upon the exercise of such right Micron Singapore shall sell to Intel Singapore, an Interest representing a percentage (the “Option Percent”) of the Members’ aggregate Interests necessary to bring Intel Singapore’s Economic Interest to 51% (computed by shifting from the Capital Contribution Balance (and Committed Capital) of Micron Singapore to the Capital Contribution Balance (and Committed Capital) of Intel Singapore the minimum sum necessary to raise the Economic Interest of Intel to 51%). The purchase price to be paid by Intel Singapore for such Interest shall be an amount in cash equal to the [***] Value; provided, however, that the purchase price shall in no event be (i) lower than an amount equal to the Option Percent [***] by the [***] of the [***] of the Joint Venture Company and its Subsidiaries (the “Floor Amount”), or (ii) greater than the product of [***], multiplied by the Floor Amount (the “Cap Amount”). If the Purchase Value is determined to be lower than the Floor Amount, or greater than the Cap Amount, then the purchase price shall be an amount equal to the Floor Amount or the Cap Amount, respectively. Intel Singapore may exercise this purchase right by delivering a written notice of its intent to exercise to the Joint Venture Company and Micron Singapore. The closing of the purchase and sale shall take place on a date agreed to by the Joint Venture Company, Micron Singapore and Intel Singapore, but in no event later than thirty (30) days following the date the notice is delivered. Such closing shall take place at the principal office of the Joint Venture Company, or at such other location as the Joint Venture Company, Micron Singapore and Intel Singapore may mutually determine. At the closing, the Joint Venture Company shall record in its books and records the contemplated shift in the Members’ Capital Contribution Balances, and the appropriate changes to the Capital Accounts of the Members, and Intel Singapore shall pay to Micron Singapore the purchase price for such Option...
Sample 1
Purchase of Additional Interest. At any time during the term of this Agreement and so long as SanDisk is a Member, SanDisk shall have the right to purchase from Toshiba 0.1% of the total Interests then outstanding in the event that (i) Toshiba’s patent umbrella does not adequately protect the Company or (ii) dissolution of the Company is commenced pursuant to Section 11 hereof. The purchase price of such Interests shall equal **** as of the date of such transaction. **** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Sample 1

Related to Purchase of Additional Interest

  • Issuance of Additional Shares, ADSs etc The Company agrees that in the event it or any of its Affiliates proposes (i) an issuance, sale or distribution of additional Shares, (ii) an offering of rights to subscribe for Shares or other Deposited Securities, (iii) an issuance of securities convertible into or exchangeable for Shares, (iv) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (v) an elective dividend of cash or Shares, (vi) a redemption of Deposited Securities, (vii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets, (viii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities or (ix) a distribution of property other than cash, Shares or rights to purchase additional Shares it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States). In support of the foregoing, the Company will furnish to the Depositary at its request, at the Company’s expense, (a) a written opinion of U.S. counsel (satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and/or (3) dealing with such other issues requested by the Depositary; (b) a written opinion of Cayman Islands counsel (satisfactory to the Depositary) stating that (1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of the Cayman Islands and (2) all requisite regulatory consents and approvals have been obtained in the Cayman Islands; and (c) as the Depositary may request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws or regulations of such jurisdiction. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (i) register such transaction to the extent necessary, (ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (i) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

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