Sale Option. (a) The Class B Member shall have the right, but not the obligation (the “Sale Option”), on the tenth anniversary of the Execution Date (the “Sale Option Date”), upon giving the Company and all other Members at least 60 days’ advance written notice, to sell all (and not less than all) of its Class B Membership Interests to the Class A Member by exercise of the Sale Option (the “Sale Notice”).
(b) The consideration for the Transfer of the Class B Membership Interests to the Class A Member pursuant to the Sale Option shall be an amount (payable in United States dollars) equal to the Sale Price.
(c) If the Sale Option is exercised, the closing of such Transfer shall occur on (i) the tenth anniversary of the Execution Date (or, if not a Business Day, the Business Day immediately preceding the tenth anniversary of the Execution Date) or (ii) such later date as may be required to obtain either a determination of the Sale Price or any applicable consents or approvals or satisfy any reporting or waiting period under any applicable Legal Requirements.
(d) If the Sale Option is exercised, at the closing of the Transfer, (1) each Class A Member which has received a Sale Notice shall pay (by wire transfer of immediately available United States dollars to such United States bank accounts as a Class B Member selling its respective Class B Interests may designate in a written notice to the Company and Class A Members no later than five Business Days prior to the closing date for the Transfer pursuant to the Sale Option) an amount equal to the Sale Price (determined in accordance with Section 9.8(b)), and (2) such Class B Member shall take the following actions: (i) such Class B Member shall Transfer to the applicable Class A Member all right, title and interest in and to the Class B Membership Interests, free and clear of all Encumbrances other than Permitted Encumbrances; (ii) such Class B Member shall be required to make the representations on Schedule 9 attached hereto to the applicable Class A Member and the Company; and (iii) such Class B Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class B Membership Interests contemplated by this section. Upon the closing of such Transfer, (A) all of such Class B Member’s obligations and liabilities associated with the Class B Membership Interests which are the subject of such Transfer will terminate except those obli...
Sale Option. If Lessee elects the Sale Option, then during the period prior to the Termination Date, Lessee, as agent for Agent and Lessors and at no expense to Agent and Lessors, shall use its commercial best efforts to obtain bids for the purchase in immediately available funds on the Termination Date of the Vehicles from prospective purchasers which are unaffiliated with Lessee and are financially capable of purchasing the Vehicles (Qualified Purchasers). The Agent may also, if it so desires, seek to obtain such bids. All bids received by Lessee or Agent, within five Business Days after receipt thereof, shall be certified to the other in writing setting forth the name and address of the party submitting each such bid and the amount and terms thereof. If any bid is received from a Qualified Purchaser for an amount in excess of the Lessor Risk Amount, or if Agent agrees in its sole and absolute discretion to accept a bid for less than the Lessor Risk Amount, then on the Termination Date (i) the Vehicles shall be sold on an as-is, where-is basis (without recourse to or warranty from Agent and Lessors, except that the Vehicles are free of Lessor Liens), to the bidder, which is a Qualified Purchaser, selected by Lessee after consultation with Agent (the Purchaser), provided, however, that Lessee may not reject the highest bidder if the next highest bid is not at least equal to the Lessor Risk Amount; (ii) Lessee shall make the Vehicles available to the Purchaser in the same manner and in the same condition and otherwise in accordance with this Lease as if delivery were made to Agent pursuant to Article IX, (iii) such Purchaser shall pay the sale proceeds in immediately available funds to Agent for the benefit of Lessors, (iv) Lessee shall pay to Agent, for the benefit of the Lessors, in immediately available funds (x) all accrued unpaid Rent and all other amounts, if any then due and owing under this Lease, and (y) an amount equal to the excess, if any, of (A) the Termination Value as of the Termination Date over (B) the sale proceeds (but in no event shall such amount payable by Lessee under this clause (y) exceed the applicable Lessee Risk Amount), (v) Agent shall pay to Lessee in immediately available funds an amount equal to the excess, if any, of (A) the sale proceeds over (B) the Termination Value as of the Termination Date, (vi) title to the Vehicles shall be transferred to such Purchaser free and clear of Lessor Liens, and (vii) Agent, on behalf of Lessors, shall...
Sale Option. If no Lease Default or Lease Event of Default ----------- shall have occurred and be continuing, then Lessee may cause all (but not less than all) Systems that are subject to a Lease Supplement to be sold on the last day of the applicable Lease Supplement Term for cash to a purchaser or purchasers not affiliated in any way with Lessee (the "Sale Option") in ----------- accordance with Sections 4.4 and 4.5. In the event Lessee timely elects the ------------ --- Sale Option, Lessee shall pay to Lessor on the last day of the applicable Lease Supplement Term, as Supplemental Rent or Base Rent, as applicable, the amounts determined in accordance with Sections 4.5(c) and 4.5(d). --------------- ------
Sale Option. Notwithstanding any other provision of this Agreement, and subject to Section 8.2, at any time subsequent to the sixth anniversary of the date hereof, and so long as a Qualified IPO has not yet occurred, CCMP shall have the option to compel the Company to initiate and consummate a sale of all or substantially all of the equity interests in or assets of the Company (a “Company Sale”) pursuant to an auction process (the “Company Sale Auction”), by the delivery to the Board of Directors of the Company and each of the Principal Investors of a written notice to that effect (a “Sale Notice”). The sale of the Company may take the form of a stock sale, asset sale, merger or any other form whatsoever, to be determined by CCMP in its sole discretion, and each Holder shall be permitted to participate in the Company Sale Auction. For the avoidance of doubt, in any sale pursuant to this Section 8.1, each Holder shall receive the same consideration per share of Capital Stock as each other Holder and the terms and conditions of such sale shall be the same for each Holder.
Sale Option. Notwithstanding any other provision of this Agreement, at any time subsequent to the fifth anniversary of the date hereof, GEI shall have the option to compel the Company to initiate and consummate a sale of all or substantially all of the Company and the Surviving Corporation pursuant to an auction process, by the delivery to the Board of Directors of the Company of a written notice to that effect (a “Sale Notice”). The sale of the Company and the Surviving Corporation may take the form of a stock sale, asset sale, merger or any other form whatsoever, to be determined by GEI in its sole discretion. For the avoidance of doubt, in any sale pursuant to this Section 5.1, each Holder shall receive the same consideration per share of Capital Stock as each other Holder and the terms and conditions of such sale shall be the same for each Holder.
Sale Option. If no Lease Payment/Bankruptcy Default or Lease Event of Default shall have occurred and be continuing, then Lessee may cause all (but not less than all) of the Sites subject to the Lease Supplements to be sold on the last day of the Lease Term for cash to a purchaser or purchasers not affiliated in any way with Lessee (the "Sale Option"); provided that each Land Interest and the Facility thereon shall be sold to the same Person and all Land Interests and all Facilities thereon shall be sold to one or more Persons in the same transaction; and provided further that in connection with the sale of each Facility located on a Non-Acquired Land Interest, Lessee shall be obligated to sell the related Land Interest as well. In the event Lessee timely elects the Sale Option, on the last day of the Lease Term, Lessee will pay as Supplemental Rent to Lessor the amounts determined in accordance with Section 6.4(b) until the Lease Balance and all other amounts payable under Lease Agreement the Operative Documents have been paid in full.
Sale Option. From the date hereof and until the expiration or earlier termination of this Lease, including all renewal terms, the LLC shall have the option to force Purchasers to sell the property, if the LLC needs to recoup its investment and is unable to exercise the Purchase Option. If exercised, Purchasers will receive the proceeds of the sale up to but not exceeding the unpaid principal on the mortgage loan, and the LLC will receive the remaining proceeds. Exercise of The LLC’s purchase option shall be made by written notice to Purchasers and settlement of title shall take place as soon thereafter as practicable, or as otherwise agreed by the parties. Upon consummation of purchase, this Lease shall be terminated without further obligation.
Sale Option. 46 SECTION 20.1.
Sale Option. So long as (a) Programmer has not exercised its Purchase Option, (b)
Sale Option. If Stockholder's employment with the Corporation is terminated by the Corporation "without cause," as such term is defined in Section 6(b)(v) of the Employment Agreement, then the Stockholder shall have the right and option to sell, and the Corporation shall be obligated to buy, any or all of the Shares to the Corporation at a purchase price equal to the greater of $0.10 per share or the Value Per Share determined pursuant to Section 4(c) hereof with the initial determination of the Value Per Share to be given by the Corporation to the Stockholder within thirty (30) days after the receipt by the Corporation of notice from the Stockholder that he is exercising his right to sell. This Section 2(c) shall terminate upon the closing of the sale of capital stock of the Corporation in an offering registered under the Securities Act of 1933, as amended.
