SHOTGUN BUY-SELL Sample Clauses

SHOTGUN BUY-SELL. (a) At any time after October 30, 2000, either Member Group (the "Initiating Group") will have the right to initiate the buy-sell procedure set forth in this Section 2.4 as to each of the Divisional Companies if a Deadlock has occurred and is continuing, by giving written notice to the other Member Group (a "Buy-Sell Notice") that it has elected to initiate the buy-sell procedure described in this Section. A Buy-Sell Notice as to each of the Divisional Companies may be given by either Member Group at any time after April 29, 2002, whether or not a Deadlock has occurred. The Buy-Sell Notice will include a statement by the Initiating Member of the amount that the Initiating Member believes to be the value of each Divisional Company (the "Stated Values").
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SHOTGUN BUY-SELL. (Opcion de Compra/Venta) (a) CEI, XXXX and TINTA, ----------------------------------------- each for so long as it owns directly or indirectly Shares which represent more than ten per cent (10%) of the capital stock of the Company, reciprocally grant hereby each other an option by which any one of them (the "Opting Party") may force the other (the "Optionors") to buy or sell, at the option of the Optionors, and at a price per share payable cash in full which price per Share will be stipulated by the Opting Party: (i) in the case of a purchase, all (but not a part) of the Shares owned by the Opting Party, and (ii) in the case of a sale, all (but not a part) of the Shares owned by the Optionors, all in accordance with the provisions of the following paragraph.
Sample 1
SHOTGUN BUY-SELL. Should any Member, or Members acting together, desire to initiate this shot gun buy/sell (the “Initiation”), such Member or Members (in the plural, neutral, irrespective of number, the “Initiating Members”) shall first give each of the remaining Members (in the plural, neutral, irrespective of number, the “Remaining Members”) written notice of the Initiating Members’ intention to effectuate an Initiation (the “Initiation Notice”). Such Initiation Notice shall contain a cash offer by the Initiating Members to sell all of the Initiating Members’ total Percentage Interest in the Company to the Remaining Members for a stated sum certain for each One Percent (1%) Members’ Percentage Interest owned by the Initiating Members and, alternatively, offering to purchase all of the Remaining Members’ Percentage Interests in the Company for the same sum certain for each One Percent (1%) Members’ Percentage Interest. The Remaining Members shall be compelled to elect to either purchase the Percentage Interest of the Initiating Members at the price contained in the Initiating Notice from the Initiating Members (a “Purchase Election”) or sell such Remaining Members’ Percentage Interest at the price contained in the Initiating Notice (a “Sale Election”). Such election by the Remaining Members shall be made by written notice given by each of the Remaining Members to the Initiating Members within Twenty (20) days of the date of such Initiating Notice. In the event that any of the Remaining Members shall fail or refuse to make such election within such Twenty (20) day period, then for purposes herein any such Remaining Members shall be deemed to have made a Sale Election. The comprehensive and controlling election of the Remaining Members shall be calculated by comparing the aggregate Member’s Percentage Interest of those Remaining Members making a Purchase Election to the aggregate Member Percentage Interest of those Remaining Members making a Sale Election with the election with the greater aggregate Member’s Percentage Interest to constitute the comprehensive and controlling election of all Remaining Members. In the event such aggregate Member’s Percentage Interest of those Remaining Members making a Purchase Election equals the aggregate Member Percentage Interest of those Remaining Members making a Sale Election, then the comprehensive and controlling election of all Remaining Members shall be a Sale Election. The purchase and sale shall be closed on the first business day...
Sample 1

Related to SHOTGUN BUY-SELL

  • Buy-Sell (a) Either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member.

  • Sale Purchase (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to a Purchase Agreement shall be consummated upon Funding's receipt from Xxxxxx Mae of the Xxxx of Sale and the payment by Funding to Xxxxxx Mae of the Initial Payment and the assignment to Xxxxxx Xxx of the Excess Distribution Certificate, and when consummated such sale and purchase shall be effective as of the date of the Xxxx of Sale. Xxxxxx Xxx and Funding shall use their best efforts to perform promptly their respective obligations pursuant to such Purchase Agreement.

  • Second Closing (a) In the event that prior to April 7, 2005 (the “Option Period”), a public announcement of the Clinical Event has occurred, the Company shall have the right to require a second closing (the “Second Closing”) pursuant to which the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, one-half of such number of Units as set forth opposite such Purchaser’s name in Exhibit A attached hereto at the Per Unit Purchase Price, which shall be in addition to the Units purchased under Section 2.2. The Second Closing shall occur within two (2) business days after the public announcement of the Clinical Event. At the Second Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares as set forth opposite such Purchaser’s name on Exhibit A under the heading “Second Closing Warrant Shares,” on the terms set forth therein; (ii) an instruction letter to the Transfer Agent in the form set forth on Exhibit C hereto; and (iii) a certificate from a duly authorized officer certifying on behalf of the Company that a public announcement of the Clinical Event has occurred. At the Second Closing, each Purchaser shall instruct the Escrow Agent to deliver an amount equal to the Per Unit Purchase Price multiplied by one-half of the number of Units as set forth opposite such Purchaser’s name on Exhibit A, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Purchaser by the Company for such purpose, and the Company shall consent to such instruction. Each Purchaser shall have the right, at any time during the Option Period, to request a Second Closing and to purchase on the terms provided herein up to the total amount of the Units that could be purchased by such Purchaser at the Second Closing.

  • Purchaser Financing Purchaser assumes full responsibility to obtain the funds required for settlement, and Purchaser’s acquisition of such funds shall not be a contingency to the Closing.

  • SELLING SHAREHOLDER Name: Xxxx X. Xxxx, Xx. ----------------------------------------- (print or type) Signature: /s/ Xxxx X. Xxxx, Xx. 4/26/99 ----------------------------------------------- COUNTERPART SIGNATURE PAGE TO STOCK EXCHANGE AGREEMENT Exchanging 150,000 shares of Global Gold, Inc. for 150,000 shares of Delta Common Stock.

  • Selling Stockholders’ Documents On the date hereof, the Company and the Selling Stockholders shall have furnished for review by the Representatives copies of the Powers of Attorney and Custody Agreements executed by each of the Selling Stockholders and such further information, certificates and documents as the Representatives may reasonably request.

  • Purchase Price; Purchase and Sale The purchase price for the Mortgage Loans shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer all documents, instruments and agreements required to be delivered by the Company to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

  • SALE AND PURCHASE OF THE PURCHASED LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE INITIAL PURCHASE AGREEMENT. BY EXECUTION HEREOF, VL FUNDING ACKNOWLEDGES THAT VL FUNDING HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE INITIAL PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING’S PAYMENT TO VL FUNDING OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY VL FUNDING AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE INITIAL RELATED XXXX OF SALE.

  • Purchase and Sale; Purchase Price (a) Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Purchaser shall purchase an aggregate principal amount of One Million Dollars ($1,000,000) (the "Purchase Price") of the Debentures, of which Five Hundred Thousand Five Hundred Dollars ($500,000) shall be attributable to the Debenture A and Five Hundred Thousand Dollars ($500,000) shall be attributable to the Debenture B. The Debentures shall have the respective rights, preferences and privileges as set forth in the respective Debentures annexed as EXHIBIT A-1 and EXHIBIT A-2.

  • Purchase Closing On the Purchase Date,

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