Sale Option Sample Clauses

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. Subject to the fulfillment of each of the conditions set forth in Section 6(d)(2) below, Lessee may cause all (but not less than all) of the Sites subject to the Lease Supplements to be sold no more than 30 days prior to the Expiration Date for cash to a purchaser or purchasers not affiliated in any way with Lessee (the "SALE OPTION"); provided that each Land Interest and the Improvements thereon shall be sold to the same Person or Persons and all Sites shall be sold to one or more Persons in the same transaction. In the event Lessee timely elects the Sale Option, on the day on which the sale of the Land Interests and the Improvements thereon are consummated, Lessee will pay as Supplemental Rent to Lessor the amounts determined in accordance with Section 6(d)(3) until the Property Balance and all other amounts payable under the Operative Documents have been paid in full. In the event that the Lessee timely exercises the Sale Option, if the Participants determine in good faith that they will not be paid in full pursuant to the Sale Option (taking into account all amounts payable under Section 6(d)(3)(iii) below, or the Lessee delivers a Loss Bid Notice in accordance with Section 6(d)(3) below, the Lessor may, at its option, at any time prior to the closing of such sale, in lieu of the Lessee causing the sale of the applicable Sites, elect to receive payment of the Applicable Percentage Amount for each of those Sites, plus 100% of the Land Interest Lease Balance, plus all Supplemental Rent then due and payable and upon receipt of such payment in full of those amounts terminate this Lease and the Lease Supplements with respect to the applicable Sites. If Lessor so requires, Lessee shall execute and deliver to Lessor documents in form and substance satisfactory to Lessor releasing Lessee's interest in the Sites. Lessee (at its expense) may provide documents for execution and delivery by Lessor evidencing the termination of this Lease in form and substance satisfactory to Lessor.

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 the Operative Documents have been paid in full.

Sale Option. Notwithstanding the terms of Section 20.1(b) of the Lease, the Agent and the Financing Parties hereby agree that the Lessee may exercise the Sale Option with respect to any two (2) or more Properties at any time on or prior to the Expiration Date.

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.

Sale Option. So long as (a) Programmer has not exercised its Purchase Option, (b)

Sale Option. The meaning set forth in Section 9.2(a) hereof.