Forced Sale Sample Clauses
A Forced Sale clause establishes the conditions under which a party can require the sale of an asset, typically in situations where co-owners or shareholders cannot agree on the future of the property or business. This clause outlines the process for initiating the sale, such as notice requirements, valuation methods, and the mechanism for distributing proceeds among the parties involved. Its core practical function is to provide a clear and enforceable exit strategy, preventing deadlock and ensuring that parties are not indefinitely bound to an unwanted or unworkable ownership arrangement.
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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.
(b) Subject to the provisions of this Section 11.2(b), in the event Investor gives the Sponsor a Forced Sale Notice, the Sponsor shall have, for a period of sixty (60) days from the date of such Forced Sale Notice, a right of first offer to offer to purchase Investor's interests in the Company subject to the Terms. If Sponsor desires to purchase the Property on the Terms pursuant to this Section 11.2(b), Sponsor shall provide Notice thereof to Investor (a "ROFO Offer Notice") within the aforementioned sixty (60) day period. If Sponsor does not give a ROFO Offer Notice, (i) Investor may proceed with the sale of the Property to a third party pursuant to Section 11.2(a) at a price greater than or equal to ninety-five percent (95.0%) of the price set forth in the Terms and the other material economic terms of such sale shall be not materially worse to the Company than the Terms and (ii) such sale of the Property by Investor to a third party pursuant to Section 11.2(a) must be completed within a period of one hundred eighty (180) days after the date of the Forced Sale Notice. If Sponsor delivers a ROFO Offer Notice, then, Sponsor shall purchase Investor's interest in the Company as if Sponsor were purchasing Investor's interest in the Company pursuant to Section 11.1 (with ((a) Sponsor being the purchasing Member, (b) Investor being the seller Member, (c) the purchase price set forth in the Terms being the Buy-Sell Value and (d) a default by Sponsor in purchasing Investor's interest in the Company entitling Investor to (x) retain the ten percent (10%) deposit posted by Sponsor and (y) sell the Property to any third party without complying wit...
Forced Sale. “Forced Sale” shall have the meaning set forth in Section 11.2(a) of this Agreement. 1.50
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. The term “forced sale” means a sale of a parcel with unused development rights in a manner prescribed by law that is conducted under a judgment, order or the supervision of a court of competent jurisdiction, other than a sale arising from a partition action; a sale resulting from foreclosure under the laws of the Commonwealth of Virginia; or, a sale that is not the voluntary act of the owner but is compelled in order to satisfy a debt evidenced by a mortgage, judgment, or a tax lien.
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. 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. 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.
Forced Sale. In the event the that Board approves a Change in Control effected by way of a forced or compulsory sale (whether pursuant to the Company’s Articles of Association or pursuant to Section 341 of the Companies Law), then, without derogating from such provisions and in addition thereto, the Grantee shall be obligated, and shall be deemed to have agreed to the offer to effect the Change in Control on the terms approved by the Board (and the Shares held by or for the benefit of the Grantee shall be included in the shares of the Company approving the terms of such Change in Control for the purpose of satisfying the required majority), and shall sell all of the Shares held by or for the benefit of the Grantee on the terms and conditions applying to the holders of Shares, in accordance with the instructions then issued by the Board, whose determination shall be final. No Grantee shall contest, bring any claims or demands, or exercise any appraisal rights related to any of the foregoing. The proxy pursuant to Section 6.9 includes an authorization of the holder of such proxy to sign, by and on behalf of any Grantee, such documents and agreements as are required to affect the sale of Shares in connection with such Change in Control.
Forced Sale. Lessor or CLT may require the owner to sell the Residential Unit in accordance with the resale procedures set forth herein and in the guidelines adopted by CLT and amended from time to time as if such owner had delivered an Intent to Sell Notice to CLT. In the event of such a sale, all proceeds will be applied in the following order: FIRST, to the payment of any Qualified Mortgage; SECOND, to the payment of any unpaid taxes; THIRD, to assessments, claims and liens on the Residential Unit (not including any mortgage or lien purportedly affecting the Residential Unit which is not a Qualified Mortgage); FOURTH, to the payment of the closing costs and fees; FIFTH, to the Transfer Fee to CLT; SIXTH, to the payment of any penalties assessed against the owner by CLT; SEVENTH, to the repayment to CLT of any monies advanced by CLT in connection with a mortgage or other debt with respect to a Residential Unit, or any other payment made by CLT on owner’s behalf; EIGHTH, to any repairs needed for the Residential Unit; and NINTH, any remaining proceeds shall be paid to the Lessee. If there are insufficient proceeds to satisfy the foregoing, Lessee shall remain personally liable for such deficiency.
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.