Sale of Resort Sample Clauses

Sale of Resort. Upon the disposition by the Resort Operator of all or substantially all of the assets comprising the Resort, Manager shall be entitled to remain the manager of the Operated Facilities in which this Agreement will remain in full force and effect except that each reference herein to the Resort Operator will be deemed to be a reference to such new resort operator. If, in such circumstances, Manager does not wish to remain as manager of the Operated Facilities, Manager must assign this Agreement to the new resort operator or an Affiliate of such entity in accordance with section 15.1 and, in such event Exhibit E hereto will apply to the assignee.
Sample 1
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Sale of Resort. 1.01. Seller shall sell to Buyer, and Buyer shall purchase from Seller, at the price and upon the terms and conditions set forth in this Agreement:
Sample 1
Sale of Resort. If Booth Creek commences the right of first offer provisions in the Resort Right of First Offer Agreement in connection with a proposed sale of the Northstar Ski Area and Resort (the "Resort"), Booth Creek will by Notice to EWRD V (given at the same time that Booth Creek commences the right of first offer under the Resort Right of First Offer Agreement) combine such right of first offer with a right of first offer to purchase all of Booth Creek's Ownership Interest, such that EWRD V must elect to purchase both the Resort and the Ownership Interest if it elects to exercise the right of first offer with respect to the Resort. The provisions of the Resort Right of First Offer Agreement relating to such right of first offer (such as the duty to transfer the Ownership Interest free and clear of all liens and encumbrances and covenants of further assurance) will also apply to the right of first offer of Booth Creek's Ownership Interest, and the closing for the two transactions will occur simultaneously. If EWRD V elects not to exercise such right of first offer, Booth Creek will be free to sell its Ownership Interest to the purchaser of the Resort as provided in the Resort Right of First Offer Agreement (but if Booth Creek in fact sells the Resort to such purchaser, such purchaser also must purchase such Ownership Interest on the terms specified in the Resort Right of First Offer Agreement), and such purchaser will be admitted as a Member of the Company, subject to 13.4 and to EWRD V's right to invoke the Booth Creek Change of Control Remedy specified in 13.11.
Sample 1

Related to Sale of Resort

  • Treatment of Restricted Stock Subject to Article III, Section C of the Plan and Section 13(b), in the event of a Change in Control, in the Company’s discretion, (i) the unvested shares of Restricted Stock may be continued (if the Company is the surviving entity); (ii) the unvested shares of Restricted Stock may be assumed by the successor entity or parent thereof; (iii) the successor entity or parent thereof may substitute for the shares of unvested Restricted Stock a similar stock award with substantially similar terms; (iv) an appropriate substitution of cash or other securities or property may be made for the unvested shares of Restricted Stock based on the Fair Market Value of the Shares issuable upon vesting of the Restricted Stock at the time of the Change in Control; and/or (v) vesting of the unvested Restricted Stock may be accelerated upon the Change in Control.

  • Issuance of Restricted Stock On the date hereof the Company issues to the Participant the Restricted Stock subject to the Restrictions and other conditions set forth in this Award Agreement. The Company shall cause the Restricted Stock to be issued in the name of the Participant or held in book entry form, but if a stock certificate is issued it shall be delivered to and held in custody by the Company until the Restrictions lapse or such Restricted Stock is forfeited. As a further condition to the Company’s obligations under this Award Agreement, the Participant’s spouse, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit A.

  • Issuance of Restricted Shares (a) The Restricted Shares are issued to the Recipient, effective as of the Grant Date (as set forth on the cover page of this Agreement), in consideration of employment services rendered and to be rendered by the Recipient to the Company.

  • Vesting of Restricted Stock The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date.

  • Forfeiture of Restricted Stock Upon the termination of your employment by you, the Company or its Subsidiaries for any reason other than those set forth in Section 4 hereof prior to such vesting, in addition to the circumstance described in Section 9(a) hereof, any and all Shares of Restricted Stock which have not become vested in accordance with Section 3, 4 or 5 hereof shall be forfeited and shall revert to the Company.

  • Grant of Restricted Stock Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Committee hereby grants to the Participant 3,250 restricted shares (the “Restricted Stock”) of common stock of the Company, par value $0.01 per share (“Common Stock”).

  • Vesting of Restricted Shares The Restricted Shares are subject to forfeiture to the Company until they become nonforfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law.

  • Vesting of Restricted Share Units The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the date(s) specified in the following schedule (the “Vesting Date”) so long as the Grantee has served continuously as an employee of the Company or a Subsidiary on such dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only with respect to the number of Restricted Share Units specified as vested on such date. Incremental Number of Restricted Share Units Vested Vesting Date _____________ (___%) _______________ _____________ (___%) _______________ _____________ (___%) _______________ _____________ (___%) _______________ In determining the number of vested Restricted Share Units at the time of any vesting, the number of Ordinary Shares shall be rounded down to the nearest whole ADS or the nearest increment of 13 Ordinary Shares. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2.

  • Grant of Restricted Share Units Subject to all of the terms and conditions of this Award Agreement and the Plan, the Company hereby grants to the Participant [ ] Class A restricted share units (the “RSUs”).

  • Grant of Restricted Units Subject to the restrictions, terms and conditions of this Agreement, the Company hereby awards to the Participant Restricted Units. The Restricted Units constitute an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms of this Agreement, cash on the applicable vesting date for such Restricted Units as provided herein. Until such delivery, the Participant shall have only the rights of a general unsecured creditor; provided, that if prior to the settlement of any Restricted Unit, (a) the Company pays a cash dividend (whether regular or extraordinary) or otherwise makes a cash distribution to a shareholder in respect of a Share, then the Company shall pay currently to the Participant (on or as soon as practicable (but in no event later than 30 days) following the date on which the underlying dividend or other distribution is made to a shareholder), in respect of each then-outstanding Restricted Unit held by him, an amount equal to any such cash dividend or distribution, and (b) the Company pays a non-cash dividend (whether regular or extraordinary) or otherwise makes a non-cash distribution in Shares or other property to a shareholder in respect of a Share, then the Company shall provide the Participant, in respect of each then-outstanding Restricted Unit held by him, an amount equal to the Fair Market Value (as defined in the Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan (the “Plan”)) of such Shares or an amount equal to the fair market value of such other property as reasonably determined by the Company in good faith, as applicable, at the same time as such Restricted Unit vests and is settled under Section 2 below (and the Participant shall forfeit any such right to such amount if such Restricted Unit is forfeited prior to vesting).

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