Adverse Act Purchase Sample Clauses

Adverse Act Purchase. (a) Upon the occurrence of an Adverse Act with respect to a Member, such Member shall automatically be deemed to have offered to sell his entire Interest to the Company on the terms and conditions contained in this Section 9.6 and Sections 9.7 and 9.8 hereof. The Company shall have ninety (90) days from the date of the determination of the purchase price in accordance with Section 9.7 hereof during which to accept or reject the deemed offer to sell. In the event the Company fails to accept within such ninety (90) day period, the offer shall automatically be deemed rejected.
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Adverse Act Purchase. (a) Determination of Net Equity of Adverse Partner's Interest. If the Partnership Board or any General Partner makes an election pursuant to Section 11.1(a)(i) to commence the purchase procedures set forth in this Section 11.2, the Net Equity of the Adverse Partner's Interest shall be determined in accordance with this Section 11 as of the last day of the calendar quarter immediately preceding the calendar quarter in which notice of such election (the "Election Notice") was given to the Adverse Partner, and the Adverse Partner shall be obligated to sell to the Purchasing Partners, if any, all but not less than all of the Adverse Partner's Interest in accordance with this Section 11.2 at a purchase price (the "Buy-Sell Price") equal to (A) in the case of any Adverse Act (other than (1) an Adverse Act identified in clause (i) of the definition of such term that occurs prior to the Cut-Off Time, (2) an Adverse Act identified in clause (iv) of the definition of such term or (3) unless such Adverse Act occurred in connection with any breach by such Partner of its obligations under Section 8.5, an Adverse Act identified in clause (vii) of the definition of such term), ninety percent (90%) of the Net Equity thereof as so determined, (B) in the case of an Adverse Act specified in clause (iv) or, unless such Adverse Act occurred in connection with any breach by such Partner of its obligations under Section 8.5, clause (vii) of the definition of such term in Section 1.10, the Net Equity thereof, and (C) in the case of an Adverse Act specified in clause (i) of the definition of such term in Section 1.10 that occurred prior to the Cut-Off Time, the lesser of (A) ninety percent (90%) of the Net Equity thereof as so determined or (B) eighty percent (80%) of the remainder of (1) the sum of such Adverse Partner's Original Capital Contribution and aggregate Additional Capital Contributions minus (2) the cumulative distributions made to such Partner pursuant to Section 4 ("Unreturned Capital"), with the amount of such Unreturned Capital determined as of the date on which the Adverse Partner's Interest is purchased. Such Election Notice shall designate the First Appraiser as required by Section 11.4 and the Adverse Partner shall appoint the Second Appraiser within ten (10) Business Days of receiving such notice designating the First Appraiser.
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Adverse Act Purchase. (a) Determination of Net Equity of Adverse Partner's Interest. If the Non- Adverse Partner makes an election pursuant to Section 12.1(a)(i) to commence the purchase procedures set forth in this Section 12.2, the Net Equity of the Adverse Partner's Interest (and its Special Interest, if applicable) shall be determined in accordance with this Section 12 as of the last day of the calendar quarter immediately preceding the calendar quarter in which notice of such election (the "Election Notice") was given to the Adverse Partner, and the Adverse Partner shall be obligated to sell to the Non-Adverse Partner all but not less than all of the -76- December 12, 1996 Adverse Partner's Interest (and its Special Interest, if applicable) in accordance with this Section 12.2 at a purchase price equal to:
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Adverse Act Purchase. 101 11.3 Net Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104 11.4
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Adverse Act Purchase. (a) Determination of Net Equity of Adverse Member’s Units. If any Member makes an election pursuant to Section 11.1(a)(i) to commence the purchase procedures set forth in this Section 11.2, the Net Equity of the Adverse Member’s Units will be determined in accordance with this Article XI as of the last day of the Fiscal Quarter immediately preceding the Fiscal Quarter in which notice of that election (the “Election Notice”) was given to the Adverse Member, and the Adverse Member will be obligated to sell to the Purchasing Member all, but not less than all, of the Adverse Member’s Units in accordance with this Section 11.2 at a purchase price (the “Buy-Sell Price”) equal to (A) in the case of any Adverse Act other than an Adverse Act identified in clause (v) of the definition of “Adverse Act” in Exhibit B, 90% of the Net Equity of that Adverse Member’s Units as so determined, and (B) in the case of an Adverse Act specified in clause (v), the Net Equity thereof. That Election Notice will designate the First Appraiser as required by Section 11.4 and the Adverse Member will appoint the Second Appraiser within 10 Business Days of receiving that notice designating the First Appraiser.
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Adverse Act Purchase. 101 11.3 Net Equity......................................................104 11.4
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Adverse Act Purchase. (a) DETERMINATION OF NET EQUITY OF ADVERSE MEMBER'S MEMBERSHIP INTEREST. If any Member makes an election pursuant to Section 12.1(a)(i) to commence the purchase procedures set forth in this Section 12.2, the Net Equity of the Adverse Member's Membership Interest shall be determined in accordance with this Section 12.2 as of the last day of the Calendar Quarter immediately preceding the Calendar Quarter in which notice of such election (the "ELECTION NOTICE") was given to the Adverse Member, and the Adverse Member shall be obligated to sell to the Members in the manner provided herein all but not less than all of the Adverse Member's Membership Interest in accordance with this Section 12.2 at a purchase price (the "BUY-SELL PRICE") equal to (A) in the case of any Adverse Act other than an Adverse Act identified in clause (iv) of the definition of "Adverse Act" in Section 1, ninety percent (90%) of the Net Equity thereof as so determined, and (B) in the case of an Adverse Act specified in clause (iv), the Net Equity thereof.
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Adverse Act Purchase 
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Related to Adverse Act Purchase

  • Investment Company Act Compliance The Borrower is not, nor is the Borrower directly or indirectly controlled by or acting on behalf of any Person which is, an "investment company" or an "affiliated person" of an "investment company" within the meaning of the Investment Company Act of 1940, as amended.

  • Investment Company Act, Etc Neither the Borrower nor any of its Subsidiaries is (a) an “investment company” or is “controlled” by an “investment company”, as such terms are defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, or (b) otherwise subject to any other regulatory scheme limiting its ability to incur debt or requiring any approval or consent from or registration or filing with, any Governmental Authority in connection therewith.

  • Investment Company Act; JOBS Act Acquiror is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act. Acquiror constitutes an “emerging growth company” within the meaning of the JOBS Act.

  • Exchange Act Compliance During the Prospectus Delivery Period, the Company will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act in the manner and within the time periods required by the Exchange Act.

  • Margin Regulations; Investment Company Act; Public Utility Holding Company Act (a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

  • Investment Company Act; Xxxxxxx Rule The Borrower (i) is not, and is not controlled by, an “investment company” registered or required to be registered under the Investment Company Act and (ii) is not a “covered fund” under the Xxxxxxx Rule. In determining that the Borrower is not a “covered fund” under the Xxxxxxx Rule, the Borrower relies on, and is entitled to rely on, the exemption from the definition of “investment company” set forth in Section 3(c)(5) of the Investment Company Act.

  • Investment Company Act Status The Company is not, and as a result of the consummation of the transactions contemplated by the Transaction Documents and the application of the proceeds from the sale of the Shares as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to the Registration Rights Agreement the Company will not be an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

  • Initial Purchasers as Qualified Institutional Buyers Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that:

  • Investment Company Act; Public Utility Holding Company Act Neither the Borrower nor any Subsidiary is (a) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

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