Forced Sale Rights Clause Samples
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Forced Sale Rights. At any time on or after the fifth anniversary of the date of this Agreement, Fir Tree shall have the right, exercisable by written notice to the Company, to require that the Company proceed with a Sale of the Company in accordance with the procedures set forth in this Section 6. Upon receipt of such notice, the Company shall promptly engage Veronis, Suhler & Associates, Inc. or an investment banking firm of national standing that is mutually acceptable to VSA and Fir Tree to conduct an orderly Sale of the Company as a going concern. The Company shall exercise best efforts to assist such investment banking firm in conducting such sale, including the preparation of an offering memorandum and/or other descriptive materials and financial information regarding the Company to be provided to interested parties and making management of the Company available to meet with and make presentations to interested parties. The Company shall not place any limitations on the scope of the sales efforts of such investment banking firm. All Stockholders shall be obligated to participate in a Sale of the Company effected pursuant to this Section 6 that has been approved by the Company's Board of Directors. Any such sale shall take place within five days after the date on which all governmental approvals, if any, required in connection with such sale have been obtained and all other conditions to closing have been satisfied. Notwithstanding the provisions of Section 5 above, in the event that a definitive agreement for the Sale of the Company is not concluded within 18 months after the date of the notice initiating the sale process, the Stockholders agree to vote their Shares so that a simple majority of the members of the Company's Board of Directors are designees of Fir Tree.
Forced Sale Rights. (a) Notwithstanding anything to the contrary contained herein, at any time after August 1, 2028, the Investor Member shall have the unilateral right, on behalf of the Company or any Subsidiary, to cause (i) a sale of all or substantially all of the Company Assets and/or any Subsidiary of the Company or (ii) a sale or other transfer of all of the Membership Interests in the Company (any of (i) and/or (ii), a “Sale”), and in each case, to the extent no Event of Default has occurred with respect to the Operating Member, the Operating Member shall have the purchase rights set forth in this Section 9.03. To cause a Sale, the Investor Member shall give written notice (a “Forced Sale Notice”) to the Operating Member. The Forced Sale Notice shall describe any conditions to which the sale of the Forced Sale Assets would be subject; provided, however, that the only conditions that may be required shall be customary closing conditions for a sale of one or more entities (or interests therein, as applicable) whose only asset is real property, including receipt of customary representations regarding the Company Assets, the Membership Interests and the interests in the Subsidiaries and the tax status of DC REIT, and authority and due authorization, but may not include availability of financing as a condition and may not impose any personal liability on any Member or any Affiliate of any Member (provided a closing escrow or holdback may be required for a period and in an amount mutually agreeable to the Members) (the foregoing collectively, the “Permitted Closing Conditions”).
(b) In lieu of a Sale, the Operating Member shall have the right, but not the obligation, to offer to purchase the full Membership Interest of the Investor Member (“Member Interest Sale”) subject to the Permitted Closing Conditions. Promptly following the delivery of a Forced Sale Notice, the Operating Member and Investor Member shall determine the Company FMV in accordance with Section 9.06, which shall be used to determine the purchase price of the Investor Member’s Membership Interest (the “Forced Sale Purchase Price”).
(c) If the Operating Member and Investor Member agree on the Company FMV, the Investor Member and the Operating Member shall proceed toward the closing of the sale of Member Interest Sale which closing shall take place seventy-five (75) days after the Company FMV is determined pursuant to Section 9.06 or such later date if the Operating Member and the Investor Member continue to n...
Forced Sale Rights. (a) Offers. If, at any time following the third anniversary of the date that the Property is acquired by a Subsidiary, (i) either Member desires to offer the Company Interest for sale on specified terms, or (ii) receives from an unaffiliated purchaser a bona fide written cash offer (i.e., not seller financed) for the purchase of such Company Interest on terms that such Member desires for the Company to accept (such specified terms or bona fide offer being herein called the “Offer”), then the Member desiring to make or accept the Offer (the “Initiating Member”) shall provide written notice of the terms of such Offer (the “Sale Notice”) to the other Member (the “Non-Initiating Member”). Any offer must be in an amount at least equal to the amount of the Company’s pro rata share of any indebtedness secured by such Property plus the aggregate Unreturned Investment Amount.
Forced Sale Rights