RIGHT TO PURCHASE SCHMXXX'X XXXEREST Sample Clauses

RIGHT TO PURCHASE SCHMXXX'X XXXEREST. The Company shall have the right (but not the obligation) upon the occurrence (and any time thereafter) of any one of the events of Schmxxx'x xxxth, Disability, termination for Cause from employment at the Company, or resignation from employment at the Company (other than resignation from employment at the Company Without Cause) to require Schmxxx xxx any "family member" of Schmxxx, xxthin the meaning of Section 6.1(c) ("Permitted Transferee") (Schmxxx xxx Permitted Transferee's of Schmxxx xxxerred to individually as a "Schmxxx Xxxty" and collectively as "Schmxxx Xxxties") to sell their Membership Interests to the Company ("Call Option"). The Call Option shall be exercised by giving written notice to the Schmxxx Xxxties ("Call Notice"). The purchase price for the interest purchased for exercise of the Call Option shall be paid pursuant to the terms of Section 6.5(c) and equal to the following amounts identified with each triggering event: (i) In the event of Schmxxx'x xxxth or Disability, the purchase price will be: (1) if the Call Notice is given within two (2) years of the Formation Date, the Capital Account balance of the Schmxxx Xxxty as of the date the Call Notice is given; (2) if the Call Notice is given after two (2) years of the Formation Date, the Fair Market Value of the Membership Interest of the Schmxxx Xxxty as of the date the Call Notice is given. (ii) In the event of Schmxxx'x xxxmination for Cause from employment at the Company or resignation from employment at the Company, the purchase price will be: (1) if the Call Notice is given within two (2) years of the Formation Date, 50% of the Capital Account balance of the Schmxxx Xxxty as of the date the Call Notice is given; (2) if the Call Notice is given after two (2) years of the Formation Date, the greater of (i) 80% of the Fair Market Value of the Membership Interest of the Schmxxx Xxxty or (ii) the Capital Account balance of the Membership Interest of the Schmxxx Xxxty as of the date the Call Notice is given.
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Related to RIGHT TO PURCHASE SCHMXXX'X XXXEREST

  • Right to Purchase Section 11.23

  • Right to Have Xxxxxxx Present ‌ (a) An employee shall have the right to have their xxxxxxx present at any discussion with supervisory personnel which the employee believes might be the basis of disciplinary action. Where a supervisor intends to interview an employee for disciplinary purposes, the supervisor shall make every effort to notify the employee in advance of the purpose of the interview in order that the employee may contact their xxxxxxx, providing that this does not result in an undue delay of the appropriate action being taken. This clause shall not apply to those discussions that are of an operational nature and do not involve disciplinary action. (b) A xxxxxxx shall have the right to consult with a staff representative of the Union and to have a local union representative present at any discussion with supervisory personnel which the xxxxxxx believes might be the basis of disciplinary action against the xxxxxxx, providing that this does not result in an undue delay of the appropriate action being taken.

  • Xxxxxx’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

  • Option to Purchase Subject to Section 3.5, the Receiver hereby grants to the Assuming Institution an exclusive option for the period of ninety (90) days commencing the day after Bank Closing to purchase any or all owned Bank Premises, including all Furniture, Fixtures and Equipment located on the Bank Premises. The Assuming Institution shall give written notice to the Receiver within the option period of its election to purchase or not to purchase any of the owned Bank Premises. Any purchase of such premises shall be effective as of the date of Bank Closing and such purchase shall be consummated as soon as practicable thereafter, and in no event later than the Settlement Date. If the Assuming Institution gives notice of its election not to purchase one or more of the owned Bank Premises within seven (7) days of Bank Closing, then, not withstanding any other provision of this Agreement to the contrary, the Assuming Institution shall not be liable for any of the costs or fees associated with appraisals for such Bank Premises and associated Fixtures, Furniture and Equipment.

  • Decision to Purchase The Assignee represents and warrants that it is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statements or representations of the Assignor or the Servicer other than those contained in the Servicing Agreement or this Assignment Agreement.

  • WHEXXXX xs xxxx of a plan of reorganization, RESTART PARTNERS V, L.P., a Delaware Limited Partnership ("Restart V"), may acquire an ownership interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc. ("FQI");

  • Agreement to Purchase The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on August 22, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $301,354,734, subject to a variance of plus or minus 5%. The purchase price for the Mortgage Loans shall be an amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

  • GRANT OF THE RIGHT TO PURCHASE COMMON STOCK (a) For value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, up to the aggregate number of fully paid and non-assessable shares of Common Stock (as defined below) as determined pursuant to Section 1(b) below, at a purchase price per share equal to the Exercise Price (as defined below). The number and Exercise Price of such shares are subject to adjustment as provided in Section 8. As used herein, the following terms shall have the following meanings:

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  • Agreement to Purchase Purchase Price Buyer acknowledges that it was the successful bidder for the Property at the Foreclosure Sale with a successful bid for the Property at the Foreclosure Sale in the amount of [ ] ($ ) (the “Purchase Price”), and agrees to purchase all of the interest in the Property from Seller in accordance with and in reliance upon the terms and conditions of this Agreement.

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