SPECIAL PURCHASE RIGHT Sample Clauses
SPECIAL PURCHASE RIGHT. In addition to all other rights and remedies available to the Electing Member under this Agreement or the Other Company LLC Agreement, at law, in equity or otherwise, upon the occurrence or existence of Cause with respect to the Developer Member under this Agreement or under the Other Company LLC Agreement (in which case the Developer Member shall be a "Special Defaulting Member") or in the event of a Project Capital Contribution Default by either Member under this Agreement or under the Other Company LLC Agreement (in which case such Member shall be a "Special Defaulting Member"), then the other Member (the "Electing Member") may, by delivering written notice thereof to the Special Defaulting Member, at any time thereafter elect to purchase the Membership Interest of the Special Defaulting Member in the Company and the Other Company for a purchase price equal to the difference between (A) the lesser of (i) the fair market value of the Special Defaulting Member's Membership Interest in the Company and the Other Company taking into account any changes to such Special Defaulting Member's distribution rights in accordance with Schedule 6.3(b) hereto) or (ii) the unreturned Capital Contributions of the Special Defaulting Member in the Company and the Other Company (as detemmined by the Auditor whose determination shall be binding on the Members absent manifest error) less (B) all damages and costs incurred by the Company and the Other Company in connection with the event giving rise to such purchase. The fair market value of the Membership Interest of the Special Defaulting Member shall be detemmined by the Electing Member and the Special Defaulting Member within 30 days after the Electing Member elects to purchase such Membership Interests. If the Members are unable to agree on the fair market value of such Membership Interests, the Electing Member, by notice to the Special Defaulting Member, may require the detemmination of the fair market value to be made by an independent appraiser specified in that notice. If the Special Defaulting Member objects to the independent appraiser designated therein within ten days after it receives such notice and the Electing Member and the Special Defaulting Member fail to agree on an independent appraiser, then either Member may request that the Atlanta, Georgia office of the AAA designate an independent appraiser, in which case the selection of the appraiser by the AAA shall be binding on the parties. The Company shall pay...
SPECIAL PURCHASE RIGHT. 86 LIMITED LIABILITY COMPANY AGREEMENT OF STORAGE DEVELOPMENT PORTFOLIO, L.L.C. THIS LIMITED LIABILITY COMPANY AGREEMENT is entered into as of November 30, 1999 (the "Effective Date"), between SUSA PARTNERSHIP, L.P., a Tennessee limited partnership, as a Member and the initial Manager (the "Developer Member"), and STORAGE VENTURES, L.P., a Delaware limited partnership, as a Member (the "GECC Member").
SPECIAL PURCHASE RIGHT. (a) Investor hereby waives its participation rights under Section 4.2 of the Stockholders Agreement with respect to the initial issuance at or within six months of the First Closing (as defined in the Contribution Agreement) by the Company of up to an aggregate of 3,771,622 shares of Company Common Stock, including securities exchangeable, convertible or redeemable on a one-for-one basis into shares of Company Common Stock (the latter being referred to herein as the "Convertible Securities"), and in lieu thereof, Investor and the Company hereby agree that (i) Investor shall have the right to purchase (the "Special Purchase Right"), and the Company shall be obligated to offer Investor the right to purchase up to (x) the Initial Number of Shares (as defined below) on or prior to August 31, 1997, and (y) the Subsequent Number of Shares (as defined below), if such number is greater than zero, after August 31, 1997, in each case at a purchase price of $22 1/8 per share, and (ii) prior to such time as all of the Applicable Number of Shares (as defined below) shall have been offered to Investor in ac- cordance with the terms hereof and Investor shall have either purchased or declined to purchase all of such shares, the Com- pany shall in no event issue or sell any capital stock other than (A) to the Company or any of its Subsidiaries, (B) pursuant to options, rights or warrants or other commitments or securities which were in effect or outstanding on the date of the Stock Purchase Agreement or, in the case of the Long-Term Omnibus Plan, the Dividend Reinvestment Plan, the Company's 401(k) Plan and the Employee Stock Grant Plan, collectively, which are granted from time to time in the ordinary course, (C) pursuant to the Contribution Agreement, or (D) to the extent that an issuance of shares of capital stock solely to Investor would cause the Company to cease being a "domestically- controlled" REIT within the meaning of Section 897(h)(4)(B) of the Code ("domestically-controlled"), to persons other than Non-U.S. Persons (as such term is defined in the Articles of Incorporation of the Company), provided that such shares of capital stock issued or sold to such persons may only be issued or sold simultaneously with an equal number of shares of capital stock issued or sold to Investor. The "Initial Number of Shares" means the lesser of (x) 1,750,000 shares of Company Common Stock or (y) the maximum number of shares of Company Common Stock, as reasonably determined by I...
SPECIAL PURCHASE RIGHT. A. If a Dissolution Election is made by the Company under Section 11.1.A hereof, then, prior to any Company Assets being sold to Third Parties by the Company as part of such dissolution, the Members who voted against the Dissolution Election, and who wish to do so (the "Purchasing Members"), shall have the option, exercisable by giving, no later than ten (10) days after the notice required by Section 11.1 hereof, a notice in writing to the Company and each other Member ("Special Purchase Right Notice"), to purchase all of the Company Assets and/or the non-Purchasing Members' LLC Interests at their Fair Market Value, provided, however, that all conditions to the option exercise are met (the "Option Exercise Conditions").
B. The Option Exercise Conditions shall be as follows:
(i) The Purchasing Member(s) shall have voted against the Dissolution Election and shall collectively own 20% or more of all the Percentage Interests;
(ii) the purchase price shall be paid in cash and, concurrently with such purchase, all debts incurred by the Company to the Members voting for the Dissolution Election shall be paid in full; and
(iii) the purchase shall be completed within 15 calendar days after the Fair Market Value has been determined as set forth in Section 6.8.A hereof, or 75 days from the date of the Dissolution Election, whichever is later.
SPECIAL PURCHASE RIGHT. Notwithstanding anything to the contrary set forth in this Agreement, the Notes or the Prior Agreements, before consummating any sale of Notes after the date hereof, at the sole discretion of M/C Ventures (as defined below), the Company shall first offer each Investor identified on Exhibit A under the heading “Initial Investors” (each an “Initial Investor”) the right to purchase an additional Note in a principal amount up to such Initial Investor’s Additional Amount (as hereinafter defined). Subject to the terms and conditions of this Section 1.6, each Initial Investor shall have the right, but not the obligation, under this Section 1.6 to purchase such additional Notes, and any such purchase shall be made in accordance with the applicable terms and conditions of this Agreement. The term “Additional Amount” means, as of the date of determination and with respect to each Initial Investor, an amount (but not less than zero) equal to the difference between (A) the product of (i) the percentage set forth opposite such Initial Investor’s name or group of Initial Investors’ names on Exhibit A (the “Applicable Percentage”) multiplied by (ii) $7,500,000 less (B) the aggregate principal amount of Notes purchased by such Initial Investor hereunder as of such date (immediately prior to the proposed closing). The Initial Investors acknowledge and agree that the Applicable Percentage for each Initial Investor or group of Initial Investors is based on each Initial Investor’s or group of Initial Investors’ investment in the Company’s Series D Preferred Stock and Series E Preferred Stock.