Optional Purchase Event definition

Optional Purchase Event shall have the meaning set forth in Section 7.5(a).
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Optional Purchase Event means a proposed Transfer of an Interest (unless such Transfer is to a Permitted Transferee of the transferor Member).
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Optional Purchase Event means any of the following events with respect to a Stockholder:
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Examples of Optional Purchase Event in a sentence

  • The Company shall provide written notice of exercise of the option to the Stockholder with respect to whom an Optional Purchase Event has occurred and to all 10% Stockholders within thirty (30) days following the Transfer Notice or the other written notice to all 10% Stockholders of the occurrence of the Optional Purchase Event, specifying whether or not the Company is exercising its option to purchase the Offered Stock pursuant to this Section.

  • If the Stockholder with respect to whom the Optional Purchase Event has occurred does not provide such notice and another Stockholder knows of the occurrence of such Optional Purchase Event, such Stockholder may send written notice of the Optional Purchase Event to the Company, and if the Company determines that Optional Purchase Event has occurred, the Company shall provide to all 10% Stockholders the Transfer Notice.

  • In the event the LLC or any Qualified Holder exercises an option hereunder but fails to tender the required consideration at the closing, in addition to being entitled to complete the proposed transaction, the Person with respect to whom the Optional Purchase Event has occurred shall have all rights and remedies against the LLC or the exercising Qualified Holder available for breach of contract.

  • If the Person with respect to whom the Optional Purchase Event has occurred does not provide the Transfer Notice, and if the LLC determines that Optional Purchase Event has occurred, then the LLC shall provide to all Qualified Holders the notice that should have been sent by the Person with respect to whom the Optional Purchase event has occurred.

  • Notwithstanding the foregoing, if the Optional Purchase Event results from a breach of this Agreement by the Former Member, the purchase price shall be reduced by an amount equal to the damages suffered by the Company or the Remaining Members as a result of such breach.

  • Upon the occurrence of an Optional Purchase Event, the Stockholder with respect to whom the Optional Purchase Event has occurred shall immediately give written notice to the Company and to all 10% Stockholders, which notice shall describe the Optional Purchase Event (unless the Optional Purchase Event is the giving of a Transfer Notice, in which case the Transfer Notice shall suffice).

  • Upon the occurrence of an Optional Purchase Event with respect to a Stockholder, the Company, followed by all of the 10% Stockholders, shall have successive options to purchase all, but not less than all, of the shares of Stock proposed to be sold, assigned or transferred by such Stockholder (the "Offered Stock") pursuant to the terms and conditions set forth in this Agreement.

  • In order to exercise its option pursuant to this Section, a 10% Stockholder shall provide written notice of exercise of the option to the Stockholder with respect to whom an Optional Purchase Event has occurred, to the Company and to all other 10% Stockholders within thirty (30) days following the Company's nonexercise.

  • Upon the occurrence of an Optional Purchase Event, the Person with respect to whom the Optional Purchase Event has occurred shall immediately deliver the Transfer Notice to the LLC and to all Qualified Holders, which notice shall describe the Optional Purchase Event.

  • If the Former Member (or the Former Member’s legal representative) and the Managers are unable to agree on the selection of an appraiser within thirty (30) days after the Optional Purchase Event, each shall select an independent appraiser within twenty (20) days after expiration of the thirty (30) day period.


More Definitions of Optional Purchase Event

Optional Purchase Event means, with respect to any Member, the occurrence of any of the following events:
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Optional Purchase Event shall have the meaning ascribed to it in Paragraph 23.01.
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Optional Purchase Event. The optional purchase by OMS of a Mortgage Loan pursuant to Section 2.4.
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Optional Purchase Event means, with respect to any Member, the occurrence of any of the following events: (a) the Bankruptcy of a Member; (b) the death or disability of a Member; (c) the liquidation, winding-up or dissolution of a Member; (d) the termination of a Member’s employment or consulting relationship with the Company, if applicable; and (e) the marital dissolution of a Member, if applicable, as it relates to any Member-spouse that becomes a Member as a result of such marital dissolution. Notwithstanding the foregoing, for purposes of clauses (b) and (d), an “Optional Purchase Event” shall (1) only include any Membership Interests held by a Member who acquired such Membership Interests in consideration of its, his or her service with the Company (or an affiliate of the Company) as an employee or consultant of the Company, and (2) not be applicable to the Membership Interests held by the Xxxxxxxxx Member.
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Optional Purchase Event means the following:
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Optional Purchase Event means the receipt by the Issuer of a notice confirming that the Collateral is to be repurchased in accordance with the Collateral Terms.
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Related to Optional Purchase Event

  • Optional Purchase Date As defined in Section 8.01(a) of the Servicing Agreement. Optional Purchase Percentage: 10.00%.

  • Optional Purchase has the meaning set forth in Section 8.1 of the Sale and Servicing Agreement.

  • Purchase Event means any of the following events:

  • Initial Optional Purchase Date The first Distribution Date following the date on which the Aggregate Loan Balance is less than 10.00% of the Cut-off Date Balance.

  • Optional Purchase Price has the meaning set forth in Section 8.1 of the Sale and Servicing Agreement.

  • Repurchase Event means the occurrence of a breach of any of the Seller’s representations and warranties in Section 3.1(a) or any other event which requires the repurchase of a Receivable by the Seller, under the Sale and Servicing Agreement.

  • Mandatory Purchase Event means, (i) in connection with the termination of the VRDP Shares Purchase Agreement due to its expiration as of a Scheduled Termination Date, by the fifteenth day prior to any such Scheduled Termination Date, (a) the Liquidity Provider shall not have agreed to an extension or further extension of the Scheduled Termination Date to a date not earlier than 364 days from the Scheduled Termination Date of the VRDP Shares Purchase Agreement then in effect, and (b) the Corporation shall not have obtained and delivered to the Tender and Paying Agent an Alternate VRDP Shares Purchase Agreement with a termination date not earlier than 364 days from the Scheduled Termination Date of the VRDP Shares Purchase Agreement, or (ii) in connection with the termination of the VRDP Shares Purchase Agreement due to a Liquidity Provider Ratings Event or Related Party Termination Event, by the fifteenth day prior to the Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be, the Corporation shall not have obtained and delivered to the Tender and Paying Agent an Alternate VRDP Shares Purchase Agreement with a termination date not earlier than 364 days from the Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be, of the VRDP Shares Purchase Agreement. The Mandatory Purchase Event shall be deemed to occur on such fifteenth day prior to any Scheduled Termination Date, Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be.

  • Original Purchase Date means with respect to any Loan, the date such Loan was purchased by Town Hall Funding from the Master Depositor pursuant to the Conveyance Agreement.

  • Preliminary Purchase Event means any of the following events:

  • Optional Purchase Percentage means 5%.

  • Change of Control Purchase Date shall have the meaning specified in Section 10.1.

  • Control Purchase means any transaction (or series of related transactions) in which (1) any person (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), corporation or other entity (other than the Company, any Subsidiary of the Company or any employee benefit plan sponsored by the Company or any Subsidiary of the Company) shall purchase any Common Stock of the Company (or securities convertible into Common Stock of the Company) for cash, securities or any other consideration pursuant to a tender offer or exchange offer, without the prior consent of the Board, or (2) any person (as such term is so defined), corporation or other entity (other than the Company, any Subsidiary of the Company, any employee benefit plan sponsored by the Company or any Subsidiary of the Company or any Exempt Person (as defined below)) shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the then outstanding securities of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors (calculated as provided in Rule 13d-3(d) under the Exchange Act in the case of rights to acquire the Company’s securities), other than in a transaction (or series of related transactions) approved by the Board. For purposes of this definition, “Exempt Person” means each of (a) the Chairman of the Board, the President and each of the directors of the Company as of the Distribution Date, and (b) the respective family members, estates and heirs of each of the persons referred to in clause (a) above and any trust or other investment vehicle for the primary benefit of any of such persons or their respective family members or heirs. As used with respect to any person, the term “family member” means the spouse, siblings and lineal descendants of such person.

  • Additional Purchase Price has the meaning provided in Section 1.2(b).

  • Initial Purchase Date means the date on which the first Purchase made pursuant to this Agreement shall occur.

  • Original Purchase Price means the price paid by you for the motor vehicle or a maximum of 110% of the market value of the vehicle as defined by Glass's Guide Retail at time of purchase, whichever is the lesser (including all factory fitted accessories) and after any discount given, but does not include the cost of dealer fitted accessories, road fund licence, new vehicle registration fee, fuel, paintwork and/or upholstery protection kits, insurance premiums (including the premium for this policy), warranty premiums, any finance arrears and any such associated costs and any negative equity transferred from a previous finance agreement.

  • Change of Control Purchase Price shall have the meaning specified in Section 10.1.

  • Fundamental Change Purchase Notice has the meaning specified in Section 3.02(a)(1) hereof.

  • Fundamental Change Purchase Date has the meaning specified in Section 3.01(a).

  • Optional Redemption Notice Date shall have the meaning set forth in Section 6(a).

  • Additional Purchase Agreement means each Additional Purchase Agreement (including the related Additional Xxxx of Sale, the related Blanket Endorsement and any attachments thereto), substantially in the form of Attachment C hereto (of which these Master Terms form a part by reference, provided that in the event of a substitution, the form will be modified accordingly), to be executed by SLM ECFC, Funding and the Interim Eligible Lender Trustee for the benefit of Funding, which certifies that the representations and warranties made by SLM ECFC as set forth in Sections 5(A) and (B) of these Master Terms are true and correct as of the related Purchase Date.

  • Form of Fundamental Change Purchase Notice means the “Form of Fundamental Change Purchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

  • Optional Redemption Pricing Date means a Valuation Date on which a Redemption Order is determined to be valid and accepted by or on behalf of the Issuer in accordance with the terms of the LS Operating Procedures Agreement.

  • Final Purchase Price has the meaning set forth in Section 2.02.

  • Mandatory Purchase Date means the Purchase Date for a Mandatory Purchase in accordance with this Statement and the VRDP Purchase Agreement.

  • Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).

  • Put Option Event means a Change of Control Event.