Additional Put Rights Sample Clauses

Additional Put Rights. If by December 15, 2003 the Private Letter Ruling is either not issued, or contains (or fails to contain) language the presence (or absence) of which in the written opinion of Xxxxxxxxxx & Xxxxx LLP (or other nationally recognized tax counsel) should have a materially adverse effect on Buyer's ability to claim Tax Credits, then Buyer shall have the option to require MHSI to purchase all or a portion of its Membership Interest, effective as of December 31, 2003 (the "Put Date") (provided, however, that the actual transfer of the Membership Interest will not occur until the expiration of any waiting period, if applicable, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and provided, further, during the period between the Put Date and the date of the actual transfer of the Membership Interest, Buyer will be deemed to have waived its financial participation in the Company within the meaning of Section 4.1(h) of the LLC Agreement (notwithstanding that the conditions for such a waiver may not otherwise have been met)) upon payment by Buyer to MHSI on such date of $7,350,000 (in the case the full Membership Interest is sold or, in the case of a partial sale, such amount multiplied by the portion of the Membership Interest that is sold), which option shall be exercisable by delivery of a written notice to MHSI and the Company after December 15, 2003 and before December 30, 2003; provided, however, that Buyer shall not be obligated to make such Put Payment upon exercise of the put option if aggregate sales (not counting Excluded Sales) of synthetic fuel produced at the Facilities fall below 525,000 tons in either of the third or fourth Quarters in 2003.
Sample 1
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Additional Put Rights. If the rights set forth in Section 12(b)(i) have been exercised in full and, after giving effect to the full exercise of the such rights, Mediconsult's Membership Interest represents 90% of the total Membership Interests, then, unless a Breaching Event has occurred and is continuing with respect to such Non-Mediconsult Member, a Health Event has occurred with respect to such Non-Mediconsult Member or the Nonperformance Event has occurred at or before the date a Non-Mediconsult Member otherwise could exercise his rights under this Section, during the period from December 31, 2001 to, but not including, December 31, 2002, each Non-Mediconsult Member shall have the right to sell to Mediconsult, and Mediconsult shall be required to purchase, such Non-Mediconsult Member's entire, but not less than the entire, remaining Membership Interest (the "Remaining Interests") for the Additional Put Purchase Price. The purchase price (the "Additional Put Purchase Price"), shall be paid in shares of Common Stock and shall equal to the product of 500,000 multiplied by the fraction created by dividing (x) the total Membership Interest held by such Remaining Minority Member ("Pro Rata Additional Put Interests") by (y) the total Membership Interests held by all Remaining Minority Members (collectively, the "Aggregate Additional Put Interests"). An Additional Put Right may be exercised by a Non- Mediconsult Member, during the period from December 31, 2001 to, but not including December 31, 2002, by (i) providing Mediconsult with written notice of the exercise of the Additional Put Right and certifying that the rights of all Non-Mediconsult Members under Section 12(b)(i) hereof have been exercised in full, (ii) the payment by such Non-Mediconsult Member of US$12,500,000 multiplied by the fraction created by dividing such Non- Mediconsult Member's Membership Interest by the total Membership Interests held by all Non-Mediconsult Members, (iii) the execution and delivery of a subscription agreement, in a form satisfactory to Mediconsult, containing appropriate securities law transfer restrictions and representations of such Member for purposes of establishing any applicable exemptions from the securities laws and (iv) the execution and delivery of any agreement, documents or other instruments of sale, transfer, conveyance or assignment as Mediconsult may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Mediconsult, and to confirm Me...
Sample 1
Additional Put Rights. In addition to the Shareholder's Put Right set forth in subparagraph 5(a) hereof, the Shareholder shall have Put Rights in the event that (i) the Shareholder's employment with the Company is terminated without cause pursuant to Paragraph 11 of the Employment Agreement dated of even date herewith between the Company and the Shareholder, or (ii) the Company files a registration statement under the Act for an Initial Public Offering. The Put Exercise Period in the event of the termination of employment of the Shareholder as set forth above shall commence on the effective date of termination of employment and expire thirty (30) days thereafter and, in the event of the filing of a registration statement for an Initial Public Offering, the Put Exercise Period shall commence on the date of filing of such registration statement and terminate on the date of closing of the Initial Public Offering. The EBITDA Value shall be determined for the twelve (12) month period ending immediately prior to the first day of the month in which the Shareholder gives a Put Exercise Notice pursuant to this subparagraph. Further, in the event the Shareholder exercises his Put Right based upon the filing of a registration statement for an Initial Public Offering, the Fair Market Value shall be the EBITDA Value. If the Shareholder does not give a Put Exercise Notice with respect to an Initial Public Offering within the applicable Put Exercise Period (as set forth above), the Shareholder's Put Right with respect thereto shall terminate as set forth in
Sample 1
Additional Put Rights. 41 SECTION 5.20 Ancillary Agreements .......................................... 41 SECTION 5.21 NYMEX Seats ................................................... 41 SECTION 5.22 Pepco Trading Book ............................................ 41 SECTION 5.23
Sample 1
Additional Put Rights. (a) If the IPO has not occurred within two (2) years of the Closing Date, MLCS or its Affiliates shall have the right to sell the Membership Interests to Allegheny for an amount equal to $115,000,000 plus interest, compounded quarterly, on such amount equal to the prime rate of Citibank, N.A., calculated on a basis of a year of 360 days for the actual number of days elapsed from the Closing Date through the date of payment.
Sample 1

Related to Additional Put Rights

  • Put Rights The Warrantholder shall have the following Put Rights:

  • Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

  • Additional Capital Contributions and Issuances of Additional Partnership Interests Except as provided in this Section 4.2 or in Section 4.3, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.2.

  • Rights of Assignees of Partnership Interests (a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

  • Additional Units The General Partner may from time to time in its sole and absolute discretion admit any Person as an additional Limited Partner of the Partnership (each such Person, if so admitted, an “Additional Limited Partner” and, collectively, the “Additional Limited Partners”). A Person shall be deemed admitted as a Limited Partner at the time such Person (i) executes this Agreement or a counterpart of this Agreement and (ii) is named as a Limited Partner in the books of the Partnership. Each Substitute Limited Partner shall be deemed an Additional Limited Partner whose admission as an Additional Limited Partner has been approved in writing by the General Partner for all purposes hereunder. Subject to the satisfaction of the foregoing requirements and Section 4.1(c), the General Partner is hereby expressly authorized to cause the Partnership to issue additional Units for such consideration and on such terms and conditions, and to such Persons, including the General Partner, any Limited Partner or any of their Affiliates, as shall be established by the General Partner in its sole and absolute discretion, in each case without the approval of any other Partner or any other Person. Without limiting the foregoing, but subject to Section 4.1(c), the General Partner is expressly authorized to cause the Partnership to issue Units (A) upon the conversion, redemption or exchange of any debt or other securities issued by the Partnership, (B) for less than fair market value or no consideration, so long as the General Partner concludes that such issuance is in the best interests of the Partnership and its Partners, and (C) in connection with the merger of any other Person into the Partnership if the applicable merger agreement provides that Persons are to receive Units in exchange for their interests in the Person merging into the Partnership. The General Partner is hereby expressly authorized to take any action, including without limitation amending this Agreement without the approval of any other Partner, to reflect any issuance of additional Units. Subject to Section 4.1(c), additional Units may be Class A Common Units, Class B Common Units or other Units.

  • Put Right At any time after November 15, 2009 and prior to November 15, 2013, any Partner who has held Units for at least three years (the “Put Partner”) shall have the right to request that the Partnership redeem all of such Units. Such request shall be made in writing, state a requested date for the redemption (the “Requested Redemption Date”) and be delivered to the General Partner at least 60 calendar days in advance of the Requested Redemption Date. The General Partner shall determine whether the Partnership has sufficient funds to grant the request, which determination shall be made prior to the Requested Redemption Date in the sole discretion of the General Partner. If the General Partner determines that sufficient funds are available, the request shall be granted, and the Partnership shall transfer and deliver to the Put Partner no sooner than the Requested Redemption Date, but no later than 60 calendar days thereafter, 92% of the Unreturned Invested Capital of the Put Partner with respect to the redeemed Units determined as of the Requested Redemption Date; provided that the sum of the percentage interests in Partnership capital or profits transferred during the taxable year of the Partnership does not exceed 9% of the total interests in partnership capital or profits as determined in the sole discretion of the General Partner. Notwithstanding the foregoing, at no time during any 12-month period may the number of Units redeemed by the Partnership exceed 2% of the number of Units outstanding at the beginning of such 12-month period unless such redemption is otherwise deemed to be a disregarded transfer for purposes of determining whether the Partnership is a publicly traded partnership pursuant to Regulations Section 1.7704-1 as determined in the sole discretion of the General Partner. If the General Partner determines that sufficient funds are not available, or if the requested redemption would cause the number of Units redeemed by the Partnership to exceed 2% of the number of Units outstanding at the beginning of such 12-month period, the Partnership shall either (i) decline to perform the requested redemption or (ii) perform the requested redemption solely to the extent such redemption does not violate the provisions of Section 9.3 or this Section 9.4, to be decided in the sole discretion of the General Partner. Each Put Partner covenants and agrees with the Partnership and the General Partner that all Units delivered in connection with the exercise of the put right under this Section 9.4 shall be delivered to the Partnership or the General Partner, respectively, free and clear of all liens, encumbrances, liabilities, claims or charges of any kind and, notwithstanding anything contained herein to the contrary, neither the Partnership nor the General Partner shall be under any obligation to acquire any Put Partner’s Units, (1) to the extent that any such Units are subject to any liens, encumbrances, liabilities, claims or charges of any kind or (2) in the event that any such Put Partner shall fail to give the General Partner adequate assurances that such Units are not subject to any such liens, encumbrances, liabilities, claims or charges of any kind or shall fail to agree to fully indemnify the General Partner from any such liens, encumbrances, liabilities, claims or charges of any kind as well as any costs and expenses relating to the Put Partner’s Units or the exercise of the put right. Each Put Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Units to the Partnership or General Partner, respectively, each such Put Partner shall assume and pay such transfer tax. Table of Contents

  • Issuances of Additional Partnership Interests (a) The Partnership may issue additional Partnership Interests (other than General Partner Interests) and Derivative Partnership Interests for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners.

  • Issuance of Additional Partnership Interests The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland law, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.

  • Call Rights (a) Subject to the terms and conditions of this Section 4, the Company shall have the following call rights with respect to the Warrant:

  • Additional Partners (a) Effective on the first day of any month (or on such other date as shall be determined by the General Partner in its sole discretion), the General Partner shall have the right to admit one or more additional or substitute persons into the Partnership as Limited Partners or Special Partners. Each such person shall make the representations and certifications with respect to itself set forth in Section 3.6 and Section 3.7. The General Partner shall determine and negotiate with the additional Partner (which term shall include, without limitation, any substitute Partner) all terms of such additional Partner’s participation in the Partnership, including the additional Partner’s initial GP-Related Capital Contribution, Capital Commitment-Related Capital Contribution, GP-Related Profit Sharing Percentage and Capital Commitment Profit Sharing Percentage. Each additional Partner shall have such voting rights as may be determined by the General Partner from time to time unless, upon the admission to the Partnership of any Special Partner, the General Partner shall designate that such Special Partner shall not have such voting rights (any such Special Partner being called a “Nonvoting Special Partner”). Any additional Partner shall, as a condition to becoming a Partner, agree to become a party to, and be bound by the terms and conditions of, the Trust Agreement. If Blackstone or another or subsequent holder of an Investor Note approved by the General Partner for purposes of this Section 6.1(a) shall foreclose upon a Limited Partner’s Investor Note issued to finance such Limited Partner’s purchase of his or her Capital Commitment Interests, Blackstone or such other or subsequent holder shall succeed to such Limited Partner’s Capital Commitment Interests and shall be deemed to have become a Limited Partner to such extent. Any additional Partner may have a GP-Related Partner Interest or a Capital Commitment Partner Interest, without having the other such interest.

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