Restricted Portion definition
Examples of Restricted Portion in a sentence
If Buyer provides Seller with the Buyer Notice in the required time period, then Seller and Buyer shall take all commercially reasonable actions as are necessary to consummate the sale of the Restricted Portion to Buyer on terms consistent with the Seller Notice.
In the event Buyer fails to provide the Buyer Notice to Seller in the required time period, then Seller or its applicable Affiliate may consummate the proposed sale of the Restricted Portion with the Third Party Buyer, but only on terms and conditions that are not materially different from the terms and conditions set forth in the Seller Notice.
If Buyer fails to exercise its option following receipt of the Seller Notice, Seller or its applicable Affiliate may not consummate a sale of the Restricted Portion to any Person on terms that are materially different from the terms in the Seller Notice without again complying with terms of this Section and providing a new Seller Notice to Buyer regarding such revised terms.
Following receipt by Buyer of such Seller Notice, Buyer shall have the option to purchase the Restricted Portion upon the same terms and conditions specified in the Seller Notice which option it may exercise by delivering Seller written notice thereof (the “Buyer Notice”) within forty-five (45) days after its receipt of Seller Notice.
In addition, the Partners and their respective Affiliates may from time to time after the date hereof consider and enter into additional entertainment ventures in the Restricted Portion of the Earth in partnership with one another pursuant to separate partnership agreements appropriate for such ventures.
If Purchasers do not exercise the option described in this Section 10.3(a)(ii) or if the sale of the Restricted Portion contemplated hereby is not consummated other than because of Sellers’ default, Sellers may retain ownership of the Acquired Entity, including the Restricted Portion, without further obligation to Purchasers hereunder.
Once vested, the Restricted Portion shall be issued as shares earned during the Final Quarterly Period and may not be sold or transferred without the consent of the Parent prior to March 15, 2013.
In furtherance of the foregoing, to the extent any payment in cash would be prohibited by the terms of the Subordination Agreement on any payment date, the Holder agrees that the portion of any such payment that cannot be made in cash (the “Restricted Portion”) may, at the election of the Holder, by prior written notice to the Obligors, be deferred, with interest calculated as under Section 1, until such time as payment of the Restricted Portion may be made in cash.
If Buyer Parent exercises the option, Delphi and Buyer Parent shall use their good faith efforts to negotiate the price of Buyer Parent’s purchase of the Restricted Portion.
If Purchaser does not exercise the option described in this Section 10.4(a)(ii) or if the sale of the Restricted Portion contemplated by hereby is not consummated other than because of Seller's default, Seller may retain ownership of the Acquired Entity, including the Restricted Portion, without further obligation to Purchaser hereunder, except as provided in Section 10.4(a)(iii).