Sell-Buy Procedure Sample Clauses

Sell-Buy Procedure. 31.7.1. In the event that the Other Shareholder shall give the Sell Buy Notice as set forth above then within 7 days of delivery of such notice, the Founding Shareholders shall appoint an Appraiser to provide a Valuation of all of the shares in the Company and the partnership interests in the Limited Partnership of both Founding Shareholders and their Permitted Transferees pursuant to the procedures set forth in Sections 31.5.3.2 and 31.5.3.3 except that the Company shall pay the expenses of the Appraiser. 31.7.2. The Valuation shall be final for purposes of the remainder of this Article 31.7. 31.7.3. Each of the Founding Shareholders shall have 30 days from the date of receipt of the Valuation to make an offer to the other Founding Shareholder to purchase all of the other Founding Shareholder’s (and its Permitted Transferees’) shares in the Company and partnership interests in the Limited Partnership at a price which shall at least equal the value thereof as set forth in the Valuation (a “Buy Offer”). 31.7.4. In the event only one of the Founding Shareholders makes a Buy Offer, the other Founding Shareholder and its Permitted Transferees shall be obliged to sell their shares in the Company and their partnership interests in the Limited Partnership to the offering Founding Shareholder at the price offered. 31.7.5. In the event that both Founding Shareholders wish to buy the other Founding Shareholder’s (and its Permitted Transferees’) shares in the Company and partnership interests in the Limited Partnership, the Founding Shareholders shall bid against each other by means of sending Buy Offers and counter Buy Offers to each other. The Founding Shareholder offering the highest amount shall be entitled to buy all of the other Founding Shareholder’s (and its Permitted Transferees) shares in the Company and partnership interests in the Limited Partnership and such other Founding Shareholder and its Permitted Transferees shall be obliged to sell the same at the price offered. Counter Buy Offers shall be made within 15 days of receipt of a Buy Offer. If an offeree Founding Shareholder fails to respond to a Buy Offer (i.e., to give a counter Buy Offer) within 15 days of receipt of the Buy Offer, the Buy Offer shall be deemed to have been accepted by the offeree Founding Shareholder and its Permitted Transferees for all pherein. 31.7.6. In the event that neither of the Founding Shareholders makes a Buy Offer within 30 days of receipt of the Valuation or neither Fo...