Purchase Procedures Sample Clauses
Purchase Procedures. (a) The purchase price for the Shares to be sold pursuant to this Section shall be the "Fair Market Value" of such Shares.
(b) Fair Market Value per share under this Section 5 shall be determined as follows:
(i) If the Shares are publicly traded on the Korea Stock Exchange or KOSDAQ, the Korean OTC market, the value shall be deemed to be the average of the closing prices of the Shares on such exchange or market, as the case may be, over the 30-day period ending three (3) business days prior to the closing of the purchase of the Shares.
(ii) If there is no active public market for the Shares, the value shall be the fair market value thereof immediately following any act giving rise to the right to sell or purchase shares under this Section 5, such fair market value as determined by a good faith negotiation between the Selling Holder or Holders ("Seller") and the purchasing Holder or Holders ("Purchaser"). If such negotiation fails to determine the fair market value within forty-five (45) days after the date of the notice of termination, the fair market value shall be determined as follows:
(A) Seller (as a group if Seller is more than one Holder) and Purchaser (as a group if Purchaser is more than one Holder) shall each retain at its expense an investment bank expert in the industry. If Seller or Purchaser does not select an investment bank within fifteen (15) days after the end of the 45-day good faith negotiation period (the "Negotiation Period") referred to in subsection (ii) above, such Holder or Holders shall not be entitled to retain an investment bank and shall present whatever materials it has available by the deadline regarding the valuation of LAK.
(B) Subject to execution of customary confidentiality agreements by the investment banks, LAK shall provide or cause to be provided to each investment bank all material information, including any material changes in such information, reasonably necessary to value LAK or reasonably requested by the investment banks.
(C) During the 15-day period after both Seller and Purchaser have selected an investment bank, or the end of the Negotiation Period if Seller and/or Purchaser does not select an investment bank, Seller, Purchaser and their respective investment banks shall meet on at least two occasions to present their respective views on valuation and shall negotiate in good faith to reach a written agreement on the fair market value.
(D) If the fair market value has not been agreed to in writing by the end...
Purchase Procedures. 2.1 GSS shall from time to time notify the Sightholder or Accredited Buyer (as the case may be) of the dates and venues of Sights and any changes thereto. The dates and frequency of Sights in one Sight Location may vary from time to time from the dates of Sights in other Sight Locations.
2.2 A Sightholder or Accredited Buyer (as the case may be) shall submit a request for the Boxes which it wishes to purchase at a Sight not less than fourteen (14) days before the first day of such Sight or such other date as is notified by GSS from time to time.
2.3 No less than two (2) business days prior to the commencement of the relevant Sight, GSS shall notify the Sightholder or Accredited Buyer (as the case may be) as to whether or not any or all of the Boxes specified in the Sightholder or Accredited Buyer’s (as the case may be) Box request are available. For the avoidance of doubt, such notification shall only include those Boxes applied for by the Sightholder or Accredited Buyer (as the case may be) under Condition 2.2 and shall not require the Sightholder or Accredited Buyer (as the case may be) to offer to purchase any Boxes not applied for.
2.4 GSS will determine, and notify the Sightholder or Accredited Buyer (as the case may be) of, the venue of the Sight at which the Boxes notified to the Sightholder or Accredited Buyer (as the case may be) as available under Condition 2.3 will be available for inspection by the Sightholder or Accredited Buyer (as the case may be). At that Sight, the Sightholder or Accredited Buyer (as the case may be) shall be entitled to offer to purchase (at the price notified by GSS) all or any of the Boxes made available for inspection at that Sight. Acceptance by GSS of the Sightholder or Accredited Buyer’s (as the case may be) offer shall create a binding Contract.
2.5 The Sightholder or Accredited Buyer (as the case may be) may decide not to offer to purchase any or all of the Boxes made available for inspection. For Boxes containing Diamonds of above a size notified in writing by GSS from time to time (as well as for other Boxes as notified to the Sightholder or Accredited Buyer (as the case may be) from time to time), the Sightholder or Accredited Buyer (as the case may be) may reject up to a certain percentage of Diamonds by carat weight of the Box as determined in writing from time to time by GSS. The rejections will take place on the terms, and subject to conditions, as separately notified in writing from time to time by GSS.
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Purchase Procedures. The procedures for the placement and fulfillment of purchase orders for Tiles submitted by Distributor shall be governed by the “Procedures for Crown Roof Tile Orders” set forth in Exhibit “B”, attached hereto and made a part of this Agreement (“Purchase Procedures”).
Purchase Procedures. Form of Notes 9 4.2 Purchase of Notes 9 4.3 Verbal Notice 9 4.4 Interest Rates 10 4.5 Payment of Purchase Price 10 4.6 Allocated Securitized Assets 10
Purchase Procedures. (a) Whenever the Partnership or a Partner has an option pursuant to Section 10.1 to purchase the Interest of a Partner that withdraws from the Partnership in breach of this Agreement, such option shall be exercisable in the following manner. For a period of 45 days after the Partnership receives notice of the withdrawal, the Partnership shall have the option to purchase all or any portion of the Interest. The Partnership may exercise this option at the discretion of the non-withdrawing Partner by written notice to the withdrawn Partner within such 45-day period. If the Partnership does not exercise its right to purchase the entire Interest, then the non-withdrawing Partner shall have the option to purchase all, but not less than all, of the Interest not purchased by the Partnership. The non-withdrawing Partner may exercise this option by written notice to the Partnership and the withdrawn Partner within 45 days after the expiration of the Partnership’s option period. No sale of a withdrawn Partner’s Interest shall be required hereunder unless the Partnership or the non-withdrawing Partner collectively elect within their respective option periods to purchase the entire Interest.
(b) The closing of any purchase and sale of an Interest pursuant to this Section 10.4 shall take place within 90 days after the date the Partnership or the non-withdrawing Partner, as the case may be, elect to exercise their option to purchase the entire Interest of the withdrawing Partner. Upon any election to purchase a withdrawing Partner’s Interest hereunder, the total purchase price of the Interest shall be payable at closing in cash or immediately available funds. The purchased Interest shall be sold by the withdrawing Partner and acquired by the purchasers free and clear of any and all Liens, claims, encumbrances or other rights of third parties.
Purchase Procedures. In connection with acquiring the replacement Manufactured Home Unit, the Participant(s) must follow the following process in order for the Program to fund the Grant Amount:
a. NCORR will select a prequalified and authorized Vendor or Dealership to replace the Participant(s) damaged Manufactured Home Unit;
b. The Participant(s) and the Vendor or Dealership shall execute a Sales Agreement and send the fully executed original Agreement, NADA report and a notice of add-on items ordered by Participant(s) to NCORR for approval following Program policies and procedures;
c. Participant(s) must pay the Vendor or Dealership any amounts due that are in excess of the Grant Amount and the DOB being held in escrow by the State, if any, which is necessary to provide the full amount of funds due to any Vendor or Dealer for the purchase of the replacement Manufactured Home Unit, minus the Grant Award, before the manufactured home is replaced;.
d. The Grant Award will be released by NCORR after verification of DOB payment and a closing date is established;
e. Once the replacement Manufactured Home Unit is delivered, installed and set-up and final inspections are complete, and the damaged unit is removed from its pre-storm location, the Vendor or Dealership can submit an invoice for the final payment under this Agreement. Upon receipt thereof, the Program will issue a check co-payable to the vendor and Participant(s) in the full amount of the Grant Amount within a reasonable amount of time; and
f. Participant(s) acknowledge and understand that NCORR is not a party to the Agreement between Participant(s) and the Vendor or Dealership providing the replacement Manufactured Home Unit.
Purchase Procedures. After a Termination giving rise to a right of purchase under Section 7, the Company may elect to exercise the right to purchase Executive Stock (in the amounts and for the prices set forth in Section 7(a)) pursuant to the Purchase Option by delivering written notice (the "Purchase Notice") to the holder or holders of Executive Stock at any time prior to the date which is six months after the Termination Date. The Purchase Notice will set forth the number of shares of each class and type of Executive Stock to be acquired from such holder(s), the aggregate consideration to be paid for such shares of Executive Stock and the time and place for the closing of the transaction. If any shares of Executive Stock are held by Permitted Transferees, the Company shall purchase the shares each class and type of Executive Stock elected to be purchased from such holder(s) of Executive Stock pro rata according to the number of shares of such class and type of Executive Stock held by such holder(s) at the time of delivery of such Purchase Notice (determined as nearly as practicable to the nearest share).
Purchase Procedures. Subject to satisfaction of the conditions precedent set forth in paragraph 2 hereof, Lender shall have the right to require the University to purchase, and University agrees to purchase from Lender, the Mortgaged Property in accordance with the following procedures:
Purchase Procedures. 15 Section 6.1. Types of Purchases.......................................................... 15 ------------------ Section 6.2.
Purchase Procedures. (a) Beginning on the Effective Date and each week thereafter, Buyer shall provide Seller with (i) a production order (a "Production Order") setting forth total quantities of Product by model number to be purchased by Buyer per week for each of the next ensuing four (4) weeks and (ii) forecasts of Seller's projected weekly Product orders, by quantity and model number, during the eight (8) week period following the next ensuing four (4) weeks (the "Forecasts"). Production Orders shall be firm and shall be timely filled by Seller. Forecasts shall not constitute purchase orders and shall not be binding on Buyer, except to the extent set forth herein.
(b) The aggregate number of units ordered in a Production Order may only be adjusted upward or downward from the aggregate number of units projected in the Forecast for the same period by a percentage which is less than or equal to the percentage figures set forth in the following schedule:
(i) If the relevant Forecast was given 4 weeks prior to the applicable four-week Production Order period, plus or equal to 5%.
(ii) If the relevant Forecast was given 8 weeks prior to the applicable four-week Production Order period, plus or equal to 10%.
(c) Buyer may change the mix of models for the Forecast periods each week.
(d) Should Buyer desire to make upward quantity changes in a Production Order in excess of the amounts allowed in subsection (b), Buyer may notify Seller in writing, and Seller will attempt to manufacture and deliver the requested incremental quantities and supply response to Buyer within 10 days.
(e) By the last day of the ninth month of any twelve (12) month period, Buyer shall provide Seller with a production forecast for the anticipated annual quantities to be purchased during the next twelve (12) month period.