Buy-Sell Agreement Sample Clauses

Buy-Sell Agreement. To the Knowledge of Acquired Corporation, there are no agreements among any of its stockholders granting to any person or persons a right of first refusal in respect of the sale, transfer, or other disposition of shares of outstanding securities by any stockholder of Acquired Corporation, any similar agreement or any voting agreement or voting trust in respect of any such shares.
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Buy-Sell Agreement. The parties agree to enter into a buy/sell agreement to effect purchase of the deceased partner's share upon such partner's death, to be funded by life insurance policies.
Buy-Sell Agreement. At any time after the seventh anniversary of the formation of the Company, either TCI or Fishxx (xx applicable, the "Initiating Member") shall have the right to initiate a buy-sell procedure by giving written notice (the "Offer Notice") to the other party (the "Non-Initiating Member") that it desires to purchase the Non-Initiating Member's Ownership Interest for a price equal to the Non-Initiating Member's Adjusted Capital Account Value or sell its Ownership Interest to the Non-Initiating Member for a price equal to the Initiating Member's Adjusted Capital Account Value. Within thirty (30) days of the Offer Date (the "Election Date"), the Non-Initiating Member shall elect either (a) to buy the Initiating Member's Ownership Interest, for an amount equal to the Initiating Member's Adjusted Capital Account Value, (b) to sell the Non-Initiating Member's Ownership Interest to the Initiating Member, for an amount equal to the Non-Initiating Member's Adjusted Capital Account Value, or (c) neither purchase the Initiating Member's Ownership Interest or sell its Ownership Interest. If the Non-Initiating Member elects to purchase the Initiating Member's Ownership Interest, the Ownership Interest of the Initiating Member shall be purchased by the Non- Initiating Member at the price and upon the terms and conditions set forth in the Offer Notice. If the Non-Initiating Member elects to sell its Ownership Interest, the Ownership Interest of the Non-Initiating Member shall be purchased by the Initiating Member at the price and upon the terms and conditions set forth in the Offer Notice. Any sale and purchase of Ownership Interests in accordance with the provisions of this Section 8.2 shall be closed at the principal office of the Company at 2:00 p.m., Mountain Standard Time, within twelve months after the Offer Date, and all requisite documents, instruments and papers shall be signed at the offices of the Company on the day fixed for such closing. All expenses and fees, including legal fees, incurred in connection with any such closing shall be paid ratably by the selling and purchasing Members. The parties will use good faith efforts to effect any transaction pursuant to the procedures set forth in this Section in a tax-efficient manner, such as a tax-deferred reorganization.
Buy-Sell Agreement. (a) Each Shareholder shall have the right, after the fifth anniversary of the date of this Agreement to provide a written notice in accordance with paragraph 21 (an “Offer”) to the other Investor Shareholder (the “Offeree Shareholder”), to offer to sell all, but not less than all, of the interest of the Selling Shareholder and its Affiliates in the Company to the Offeree Shareholder at a per share purchase price and upon the other terms and conditions specified in the Offer. Notwithstanding the immediately preceding sentence, no Shareholder may provide an Offer at any time during the period which commences on the date that a Transfer Notice has been provided pursuant to paragraph 3(b) and ends sixty-one (61) days after the Authorization Date described in paragraph 3(b).
Buy-Sell Agreement. The Parties shall have agreed to the terms of the Buy-Sell Agreement, to be executed at the Closing.
Buy-Sell Agreement. In the event that one Partner desires to sell the Real Property and the other Partner does not desire to sell the Real Property, then in that event either Partner (sometimes hereinafter referred to as the "Offering Partner") may deliver a written notice (the "Notification") to the other Partner (sometimes hereinafter referred to as the "Non-Offering Partner"). The Notification shall state that the Offering Partner intends to purchase the entire Joint Venture interest of the Non-Offering Partner, the purchase price (which shall be stated in terms of a specific dollar amount per each one percent (1%) in Percentage Interest) which the Offering Partner will pay for such Joint Venture interest, the terms of payment, whether for cash or credit, and if on credit, the term, dates of payment, interest rate and security or collateral arrangements, as well as any and all other consideration being received or paid in connection with the proposed transaction, and any and all other terms, conditions, and details of such offer. The Notification shall also state that the Non-Offering Partner shall have ninety (90) days from the date of delivery of the Notification either to sell its entire Joint Venture interest to the Offering Partner, or to purchase the entire Joint Venture interest of the Offering Partner, with such purchase or sale to be consummated strictly upon the terms and conditions, and for the price per Percentage Interest, set forth in the Notification.
Buy-Sell Agreement. As a condition to receipt of any Shares hereunder, Participant shall become a party to the Buy-Sell Agreement among the Corporation and its shareholders or any document which replaces such agreement, as determined by the Committee in its discretion (the "Buy-Sell Agreement") and sign a copy of such agreement, to the extent required to do so by the Committee. All restrictions applicable to Shares under the Buy-Sell Agreement shall apply to Shares acquired under this Agreement.
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Buy-Sell Agreement. The successful bidder will be required to enter in a Buy-Sell Agreement upon the close of the auction. The failure by a successful bidder to enter into such agreement or the successful bidder’s failure to pay the bid amount for the land, or the failure to close the Buy-Sell Agreement in accordance with its terms and conditions shall result in the forfeiture of all fees and costs, including the bid deposit, and the auction shall be considered unsuccessful. The Applicant shall be entitled to the amount paid for the improvements only upon the successful closing of the Buy-Sell Agreement. Execution of the Agreement does not guarantee that the cabin/home site will be sold. The Department or the Land Board may determine that a land sale would not be in the best interest of the trust beneficiary at any point prior to the close of escrow. This Agreement must be signed by all improvement owners. Please use additional blank pages if necessary to obtain all signatures and notarization. The Department cannot provide you with any legal advice. If you have any questions regarding the legal effect of this form, you should engage the services of an attorney before signing this Agreement to Sell Improvements. By signing below, I hereby represent that all of the owners of the non-State owned improvements have read and signed this Agreement and agree to abide by all of its terms regarding the sale at public auction of the State owned parcel and the non-State owned improvements. APPLICANT Signature Date Printed Name Signature Date Printed Name STATE OF MONTANA ) County of ) This instrument was acknowledged before me on by . (NOTARIAL SEAL) STATE OF MONTANA ) County of ) This instrument was acknowledged before me on by . (NOTARIAL SEAL) DEPARTMENT OF NATURAL RESOURCES AND CONSERVATION Signature Date Printed Name
Buy-Sell Agreement. The Parties shall have agreed to the terms of the Buy-Sell Agreement, to be executed within Ninety (90) days of the closing date.
Buy-Sell Agreement. As a condition precedent to the issuance of the shares of Common Stock pursuant to Section 3.3 hereinabove, Grantee (or, in the event of Grantee’s death or disability, to Grantee’s guardian, legal representative, executor, personal representative or the person to whom the Option shall have been transferred by will or the laws of descent and distribution, as the case may be) shall be, or shall execute and become, a party to the Buy-Sell Agreement by and between Grantee and the Corporation (the “Buy-Sell Agreement”), attached hereto as Attachment C and by reference made a part hereof, in such form as the Committee may determine from time to time, which shall in any case be consistent with the terms of the Buy-Sell Agreement as it may be amended from time to time. Accordingly, the Grantee hereby undertakes and agrees to be bound by all terms and provisions of the Buy-Sell Agreement, regardless of whether the Buy-Sell Agreement is actually executed and delivered by the Grantee. The stock certificates for any shares of Common Stock issued under Section 3.3 hereinabove shall contain a legend indicating that such shares are subject to the provisions of the Buy-Sell Agreement.
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