PUT AND CALL SALE PROVISIONS Sample Clauses

PUT AND CALL SALE PROVISIONS. (a) At any time subsequent to a Put Event, Blackstone Group shall have the right to cause Prime Group, at Prime Group's election, either (i) to purchase the Interests of Blackstone Group hereunder or (ii) cause the Partnership to purchase or redeem the Interests of Blackstone Group hereunder (provided that the Blackstone Group shall have no obligation to contribute or advance funds to the Partnership for use by the Partnership to purchase or redeem the Interests of the Blackstone Group) (a "Put"). Blackstone Group shall exercise such right by giving irrevocable written notice to Prime Group of the exercise of the Put pursuant to this SECTION 9.5(a). The purchase price or the redemption price, as applicable, for all the Interests of Blackstone Group pursuant to the SECTION 9.5(a) shall be the Put Price, which shall be payable as set forth in SECTION 9.5(d). In the event that a Put Default occurs which is a Prime Default then notwithstanding anything in this Agreement to the contrary other than as set forth in SECTION 9.6 hereof, Blackstone Group, as its sole and exclusive remedies, shall be (i) to act without the consent of the Prime Group to exchange, sell, refinance or otherwise dispose of all or any portion of the Property in the manner set forth in the last sentence of this SECTION 9.5(a), (ii) to receive one hundred percent (100%) of the Available Cash Flow of the Partnership, whether from the sale or disposition of the Property or otherwise, until the Blackstone Group in the aggregate has collected the Put Default Price and (iii) if the Partnership is unable to convert the Units due to the ownership restrictions set forth in the Declaration of Trust of PGRT, to withdraw Units from the Partnership and transfer such Units to the Blackstone Partners in the manner and subject to the limitations set forth in the fifth sentence of SECTION 9.7 provided that it shall only withdraw the number of Units with a Value (as determined below) equal to the Put Default Price. If the Blackstone Group shall elect to withdraw Units, the Put Default Price shall be calculated using the date of such withdrawal as "the date of the consummation of the purchase or redemption of the Blackstone Group's Interest" (as used in the definition of Put Default Price) and the Value of the Units shall be determined based on the Value of the Units on such date. To the extent the Value of the Units withdrawn, determined as set forth above, is (i) greater than the Put Default Price, then the...
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Related to PUT AND CALL SALE PROVISIONS

  • Fundamental Lease Provisions The provisions in this Article shall be referred to in this Lease as the "Fundamental Lease Provisions."

  • Repurchase Provisions If a Change of Control occurs, unless the Issuers have previously or concurrently delivered a redemption notice with respect to all outstanding Notes pursuant to Section 5.7 of the Indenture, each Holder will have the right to require the Issuers to repurchase from each Holder all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest (including Additional Amounts, if any), if any, to but excluding the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date as provided in, and subject to the terms of, the Indenture. Upon certain Asset Dispositions, the Issuers may be required to use the Excess Proceeds from such Asset Dispositions to offer to purchase the maximum aggregate principal amount of Notes (that is $2,000 or an integral multiple of $1,000 in excess thereof) and, at the Issuers’ option, Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest (including Additional Amounts, if any), if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in Section 3.5 and in Article V of the Indenture.

  • Geographic Area and Sector Specific Allowances, Conditions and Exceptions The following allowances and conditions shall apply where relevant. Where the Employer does work which falls under the following headings, the Employer agrees to pay and observe the relevant respective conditions and/or exceptions set out below in each case.

  • Applicable Provisions Nothing in this Article is to be interpreted as a waiver of other provisions or procedures contained elsewhere in this agreement.

  • Notice and Right to Cure If the Contractor breaches the Contract, and Huron Valley Schools, in its sole discretion, determines that the breach is curable, Huron Valley Schools will provide the Contractor notice of the breach and a period of at least 30 days to cure the breach. Huron Valley Schools does not need to provide notice or an opportunity to cure for successive or repeated breaches or if Huron Valley Schools determines, in its sole discretion, that a breach poses a serious and imminent threat to the health or safety of any person or the imminent loss, damage, or destruction of any real or tangible personal property.

  • Leave Provisions Clause No. Title

  • Forfeiture Provisions The performance security shall contain forfeiture provisions for failure, after proper notice, to complete work within the time specified, or to initiate or maintain any actions which may be required of the applicant or owner in accordance with this ordinance, approvals issued pursuant to this ordinance, or an operation and maintenance agreement established pursuant to this ordinance.

  • Release Provisions The provisions of Schedule B(1) are incorporated into and form part of this Agreement.

  • Lock-Up Provisions (a) The Subject Party hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) six (6) months after the date of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). (b) The foregoing shall not apply to the transfer of any or all of the Restricted Securities (I) to any Permitted Transferee or (II) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (I) or (II), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

  • Cure Provisions If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured (and no event of default will have occurred) if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.

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