Forced Sale. “Forced Sale” shall have the meaning set forth in Section 11.2(a) of this Agreement. 1.50
Forced Sale. (a) From and after the Forced Sale Date, each Participating Member (in such capacity, the “Forced Sale Initiating Member”) shall, subject to the further provisions of this Section 11.4, have the right to cause the Company to market and sell (a “Forced Sale”) the Property and other Company Assets (or, if the Participating Members so agree, the direct or indirect Equity Interests in the Subsidiaries of the Company which own the Property and the other Company Assets (such interests, the “Forced Sale Equity Interests”)) (as applicable, the “Forced Sale Property”) by delivering a written notice (a ”Forced Sale Notice”) to the other Participating Member (in such capacity, the “Forced Sale Non-Initiating Member”), which Forced Sale Notice shall (i) set forth the Forced Sale Initiating Member’s election to cause the Company to market and sell the Forced Sale Property to a third-party not Affiliated with any Member (a “Third-Party Buyer”) and (ii) specify the gross cash price at which the Forced Sale Initiating Member believes the Forced Sale Property should be sold free and clear of all liabilities secured by or otherwise relating to the Forced Sale Property (i.e., without deduction of any Company Loan) (the “Gross Forced Sale Price”). If the Owner Member is the Forced Sale Initiating Member, the Forced Sale Notice shall constitute the Owner Member’s offer (a “Forced Sale Offer”) (i) to cause the Company to sell the Forced Sale Property to the Investor Member or its designee for the Adjusted Forced Sale Price or, at the Investor Member’s option, (ii) to sell the Owner Member’s Membership Interest to the Investor Member or its designee for cash for the Forced Sale Interest Purchase Price and, in each case, such Forced Sale Offer shall be irrevocable for a period of 30 days after delivery of the Forced Sale Notice (such period of 30 days, the “Forced Sale Acceptance Period”).
Forced Sale. The Company hereby covenants and agrees that, if the Company has not effected a Qualified Public Offering or obtained the Minimum Trading Requirement (as defined below) prior to the fourth anniversary of the date of this Agreement, the Company shall use commercially reasonable efforts, including retaining an appropriate investment bank reasonably satisfactory to a majority in interest of the Series B Holders, to identify a suitable purchaser of the Company to be effected by means of a merger, consolidation or sale of stock or assets, auction or otherwise at such time (a "FORCED SALE," and, together with a Drag-Along Sale, an "APPROVED SALE"). As used herein, the "MINIMUM TRADING REQUIREMENT" shall be obtained following an Initial Offering on the business day following the end of a one hundred eighty (180) consecutive day period during which the average closing price of the Company's Common Stock on each such day exceeded the Threshold Price.
Forced Sale. JTCHA may terminate the Lease and require the Homeowner to sell the Home in accordance with the resale procedures set forth in this Lease and the Guidelines. In the event of such a sale, all proceeds will be applied in the following order: FIRST, to the payment of any unpaid taxes; SECOND, to the payment of any Qualified Mortgage; THIRD, to assessments, claims and liens on the Home or Leased Land (not including any mortgage or lien purportedly affecting the Home which is not a Qualified Mortgage); FOURTH, to the payment of closing costs and fees; FIFTH, to the 2% facilitation fee to JTCHA; SIXTH, to the payment of any penalties assessed against the owner by JTCHA; SEVENTH, to the repayment to JTCHA of any unpaid Lease Fees and any monies advanced by JTCHA in connection with a mortgage or other debt with respect to the Home or Leased Land, or any other payment made by JTCHA on owner’s behalf; EIGHTH, to the cost of any repairs required by JTCHA for the Home; and NINTH, the balance, if any, to the Homeowner. If there are insufficient proceeds to satisfy the foregoing, the owner shall remain liable for such deficiency.
Forced Sale. Notwithstanding anything herein to the contrary, the Board Members appointed by the Preferred Partners (without the approval of any other Person, including the Board Members appointed by CTT Partner) shall have the right, at any time following the date that is six (6) months prior to the fifth (5th) anniversary of the Effective Date, to direct the General Partner to cause the Partnership and its Subsidiaries (including the Subsidiary REIT and its Subsidiaries for all purposes under this Section 4.16) to list or offer to sell the Property and all other Real Estate Assets; provided, that if the Alternative Voting System is in effect at such time, then the Board Members appointed by the Preferred Partners (without the approval of any other Person, including the Board Members appointed by CTT Partner) may appoint a Person other than the General Partner to cause the Partnership and its Subsidiaries to list or offer to sell the Property and all other Real Estate Assets and to manage all aspects of the offering and sale process. Upon any such exercise of the right hereunder, any marketing process and resulting sale shall be subject to the terms of Section 4.15(a), Section 4.15(b) and Section 4.15(c); provided, that, notwithstanding anything herein to the contrary, the Board Members appointed by the Preferred Partners shall have the right to conduct such marketing process and effect any resulting sale on behalf of the Partnership and its Subsidiaries (without the approval of any other Person, including the Board Members appointed by CTT Partner).
Forced Sale. (a) In addition to the rights of the parties with respect to the Buy-Sell provisions of Section 11.1 above, at any time after the Buy-Sell Period, either Member (the actual Member initiating a Forced Sale being herein called the “Initiating Member”) shall have the right (the “Forced Sale Right”) to require a sale of the Project by the Company pursuant to the provisions of this Section 11.2 (herein called a “Forced Sale”). The Initiating Member may initiate the Forced Sale by giving a written notice (a “Forced Sale Notice”) signed by the Initiating Member to the other Member (the “Receiving Member”).
Forced Sale. (a) If Xxxxxx is a Forced Sale Eligible Initiator, Xxxxxx shall have the right to elect to cause the sale of the Company Assets to a bona fide third-party purchaser by delivering notice (the “Forced Sale Notice”) to Xxxxx (as the case may be) of such election, subject to the further provisions of this Section 8.9. Following delivery of a Forced Sale Notice, the Xxxxxx Members shall be deemed the “Forced Sale Initiator”, and Xxxxx shall be deemed the “Forced Sale Recipient”. The Forced Sale Notice shall contain an estimate made by the Forced Sale ACTIVE 202923160v.13 Initiator in its sole discretion of the all cash gross purchase price an unaffiliated third party would pay for the Company Assets in a bona fide arm’s length sale (“Stipulated Sale Price”).
Forced Sale. (a) From and after the Lockout Date, Investor may send Notice to the Sponsor (a "Forced Sale Notice") requiring the sale of the Property to a third party in accordance with this Section 11.2. The Forced Sale Notice shall contain the material economic terms of Investor's proposed sale (the "Terms"). Investor shall have the right on behalf of the Company and the applicable Subsidiaries to engage the services of an independent institutional real estate brokerage firm with at least 5 years of experience in the commercial real estate market in the general New York City area to determine the offer price for the purchase of the Property prior to marketing the Property for sale and to solicit offers from third parties unaffiliated with any Member or such brokerage firm to purchase the Property in accordance with this Section 11.2.
Forced Sale. Any purported transfer of any Notes or any beneficial interests therein that is in breach, at the time made, of any transfer restrictions set forth in the Indenture will be void ab initio. If at the time the Company determines in good faith that a holder or beneficial owner of any Notes or beneficial interests therein is in breach, at the time given, of any of the representations or agreements set forth herein, the Company shall consider the acquisition of such Notes or such beneficial interests void, of no force and effect and will not, at the discretion of the Company, operate to transfer any rights to the transferee notwithstanding any instructions to the contrary to the Company, its Note Registrar, or any other intermediary. In addition, the Company or the Note Registrar may require such acquirer or beneficial owner to sell such Notes or such beneficial interests to an Eligible Purchaser.
Forced Sale. At any time following the funding from SG DEV of its capital contribution through and including the second anniversary of the execution hereof, JDI shall have the right at its discretion to purchase the interest of SG DEV, by (i) returning to SG DEV its $3,000,000 capital contribution and (ii) providing an Annual Internal Rate of Return (IRR) of forty (40%) Percent (i.e. $1,200,000 per year). Provided SG DEV has funded its capital contribution, at any time after second anniversary of the execution hereof, JDI shall have the right at its discretion to purchase the interest of SG DEV by (i) returning to SG DEV its $3,000,000 capital contribution and (ii) providing an Annual Internal Rate of Return (IRR) of thirty-two and one-half (32.5%) Percent (i.e. $975,000 per year). The exercise by JDI of the buyout right set forth in this Section 8.7 shall in no way impair or affect SG DEV’s rights and interests in and to the Service Provider agreement with the Company, all of which shall remain in full force and effect.
