Buyout Right. (i) Following completion of the procedures set forth in Sections 17.09(a) through (c), either Member may elect, by delivering written notice (a “Buyout Notice”) to the other Member within 30 Business Days of the Mediation Drop Dead Date, to purchase all, but not less than all, of such other Member’s Units (the “Subject Units”) for an amount equal to the fair market value of the Company as determined in accordance with the provisions of this Section 17.09(d) (the “Deadlock Fair Market Value”) multiplied by 1.30 and multiplied further by the Class A Percentage Interest represented by the Subject Units (the “Buyout Purchase Price”); provided, however, that if both Members have provided a Buyout Notice in accordance with the foregoing, then the provision of Section 17.09(e) shall apply.
Buyout Right. 78 SECTION 12. MISCELLANEOUS...................................................79
Buyout Right. (a) If Agent proposes a sale, lease or other disposition of Collateral pursuant to Section 11.7, including without limitation a sale of all or substantially all of the Collateral, Agent shall first provide Tranche B Agent with a written Sale Notice. No such sale, lease or other disposition shall be consummated unless Agent does not receive a written Buyout Notice from Tranche B Agent within ten (10) Business Days after Tranche B Agent's receipt of the Sale Notice, or, if such Buyout Notice has been timely received by Agent, if Tranche B Agent (and any other Persons acceptable to Tranche B Agent) fails to consummate a Buyout within ten (10) Business Days after Agent's receipt of the Buyout Notice. Any Buyout Notice given by Tranche B Agent shall be irrevocable. The failure of Tranche B Agent to timely deliver a Buyout Notice or consummate a Buyout in any instance shall constitute a waiver by Tranche B Agent of its rights under this subsection 11.13(a) with respect to the particular sale, lease or other disposition in question. In addition, if Tranche B Agent fails to timely consummate a Buyout that is the subject of a Buyout Notice, Agent and Revolving Credit and Term Loan A Lenders shall be entitled to bring legal action against Tranche B Agent for equitable relief (including specific performance) in respect thereof.
Buyout Right. 727 1. Subject to the limitations set forth in Article 8.P.2 below, each Club may 728 unilaterally terminate Players on Guaranteed SPAs for the remaining 729 Season(s), for any reason or for no reason, provided that the Club: (i) 730 satisfied any obligations to the Player for the prior Season and (ii) pays the 731 Player an amount equal to 50% of his base Salary for each Guaranteed 732 Contract Year remaining in his SPA (i.e., excluding any option terms), 733 with at least half payable within fourteen (14) days of the exercising of 734 such right and the remainder payable within sixty (60) days thereafter (the 735 “Buyout Right”). The Club shall pay any reasonable costs of collection 736 actually incurred by the Player. Upon the exercise of such Buyout Right, 737 the Player’s registration shall be promptly processed and released by the 738 Club and/or the League (as the case may be), and the League shall 739 promptly notify the USLPA that the Buyout Right has been exercised.
Buyout Right. 8.3(a) In the event that GCI is then the Manager and it is acquired in a transaction resulting in a Change of Control of GCI, GCI has the option exercisable for the ninety (90) day period commencing on the date of such Change of Control to purchase the Membership Interest of the Members other than the Manager for the sum of Three Million Two Hundred Fifty Thousand Dollars ($3,250,000) (the "Basic Purchase Price"), plus any accrued but unpaid Preferred Return (the "Preferred Return Purchase Price") (the Preferred Return Purchase Price plus the Basic Purchase Price are the "Membership Interest Purchase Price"), provided that GCI also concurrently acquires from the holders of any remaining MAG Loan such remaining MAG Loan for its then-face value plus all accrued but unpaid interest thereon (the 'Note Purchase Price'). The Membership Interest Purchase Price shall be paid to such Members in the ratio of their Percentage Interests. The Note Purchase Price shall be paid to the holders of the MAG Loan proportionately to their interest. The Basic Purchase Price will be reduced proportionately by the proportion that GCI Warrants previously exercised by the Members other than the Manager bear to the number of GCI Warrants issued to such Members. The Members will be required to relinquish any GCI Warrants not exercised prior to notice to them by GCI of the exercise of the within option. The proportionate reduction of the Basic Purchase Price shall relate solely to the Basic Purchase Price and shall not affect the Preferred Return Purchase Price or the Note Purchase Price. Change of Control shall mean a transaction, or a series of related transactions, pursuant to which more than fifty percent (50%) of the stock of GCI, or substantially all of the assets of GCI, is acquired by a third party who is not at the date of this Agreement the beneficial owner of more than five percent (5%) of the stock of GCI.
Buyout Right. In lieu of funding the Defaulted Amount of a Defaulting Stockholder, the Nondefaulting Stockholder shall have the right to purchase the Defaulting Stockholder's Common Stock. Such right shall be exercised by the Nondefaulting Stockholder giving the Defaulting Stockholder notice of exercise within the ten (10) day period specified in Section 3. Such right is exercisable by the Nondefaulting Stockholder in proportion to their respective Common Stock ownership percentages but they may make other arrangements among themselves as to the extent to which each will exercise the purchase right. If the purchase right is exercised, the purchase price for the Defaulting Stockholder's shares shall be its "fair market value," determined in the same manner and utilizing the same procedures as provided in Article IV, Section 4. The closing of the purchase shall occur within thirty (30) days after the buyout right is exercised on the date specified by the Nondefaulting Stockholder who exercise the purchase right (whether one or more, the "Purchasing Stockholder"). At the closing, the Defaulting Stockholder shall transfer all of its shares of Common Stock to the Purchasing Stockholder free and clear of all liens and encumbrances by delivering to the Purchasing Stockholder the certificates representing such shares with duly executed blank stock powers for the transfer thereof attached. The purchase price for the Defaulting Stockholder's shares shall be paid in full at the closing, and simultaneously all indebtedness owing from the Defaulting Stockholder to the Corporation shall be paid in full. If the Defaulting Stockholder fails or refuses to execute and deliver the certificates for Common Stock and stock powers, the Defaulting Stockholder hereby irrevocably appoints each Purchasing Stockholder as its attorney-in-fact to execute and deliver such stock powers and the Corporation is authorized to cancel the certificates representing the Common Stock formerly owned by the Defaulting Stockholder. The foregoing power of attorney, being coupled with an interest, is irrevocable.
Buyout Right. 8.3(a) In the event that the Minimum Return Event has occurred, the Manager has the option exercisable for the five-year period commencing on the first day of the fiscal year after the Minimum Return Event was achieved to purchase the Membership Interests of the Members other than the Manager for the sum of $2,000,000 (the "Purchase Price") which shall be paid to such Members in the ratio of their Percentage Interests. The Purchase Price will be reduced during the Option Period by an amount equal to 20.833% of the Distributions under Section 6.12(d) during the Option Period. The option will expire in the event that fifty percent (50%) of the Distributions under Section 6.12(d) in any two years of the Option Period are less than the sum of $200,000 per year. In the event fifty percent (50%) of the Distributions under Section 6.12(d) are less than $200,000 in a single year during the Option Period, and the option is thereafter exercised, the Purchase Price will be increased by the amount by which the sum of $200,000 exceeds fifty percent (50%) of the Distributions under Section 6.12(d) for such year.
Buyout Right. (a) Designated Term Buyout Lender shall have the right at any time to deliver to Agent a Buyout Notice, and, within ten (10) Business Days after delivery to Agent of any such Buyout Notice, to consummate a Buyout. Any Buyout Notice given by Designated Term Buyout Lender shall be irrevocable. The failure of Designated Term Buyout Lender to timely consummate a Buyout in any instance shall constitute a waiver by Designated Term Buyout Lender of its rights under this subsection 11.13. In addition, if Designated Term Buyout Lender fails to timely consummate a Buyout that is the subject of a Buyout Notice, Agent and Revolving Credit Lenders shall be entitled to bring legal action against Designated Term Buyout Lender for equitable relief (including specific performance) in respect thereof. Notwithstanding anything to the contrary contained herein, Agent shall be entitled to pursue any enforcement action available to Agent under the Loan Documents and applicable law regardless of Designated Term Buyout Lender's rights under this subsection 11.13 or the receipt by Agent of a Buyout Notice.
Buyout Right. Upon any termination of this Agreement arising from a default committed by a Major Shareholder, the Major Shareholder who is not in default under any of its obligations pursuant to this Agreement shall have the right (the “Buyout Right”) to purchase the Shares of the other Shareholders. The purchase price shall be an amount equal to the selling Shareholder’s pro rata Share ownership in the Company multiplied by the valuation of the Company as determined by an independent third party qualified to perform such activities to be appointed by the Major Shareholders. A Shareholder purchasing Shares pursuant to a Buyout Right shall pay the purchase price to the selling Shareholder within 90 days after the purchase price has been determined or after any requisite governmental approvals have been obtained, whichever date is later. If, for any reason, the buying Shareholder does not pay the purchase price in full within such 90- day period, then interest shall be paid thereafter upon the unpaid balance until the fully unpaid balance and accrued interest are paid. Such interest shall be calculated at the Interest Rate. In the event the non-selling Shareholder declines to purchase 100% of the other selling Shareholders’ Shares, the Liquidation Committee shall use its reasonable efforts to locate a purchaser for the Company. If no purchaser is found within ninety (90) days, then the Liquidation Committee shall proceed to sell the assets of the Company at a price not less than their then reasonable value as an on-going concern and, after deducting the expenses of the Liquidation Committee and any tax due on that portion of the equity of the Company that exceeds the Total Capital Contribution, shall distribute the net proceeds to each of the Shareholders pro-rata based on the ratio the Shares held by such Shareholder bears to the total number of issued and outstanding Shares of the Company.
Buyout Right
