GAMING PROBLEM Clause Samples

GAMING PROBLEM. In the event the Board shall determine, in good faith, based upon verifiable information and specific provisions of the applicable gaming statutes and rules promulgated thereunder or upon specific information received from the Nevada Gaming Authorities, that a Gaming Problem exists, then the Company shall provide written notice to the applicable Member requesting that such Member provide for the elimination of the Gaming Problem, and: (i) if the Gaming Problem is caused by a director, officer or manager or trustee of such Member, such Member shall terminate the employment of such Person and (ii) if the Gaming Problem is caused by a shareholder, partner, member or beneficiary, of such Member, such Member shall either purchase such Person's ownership or other interest in such Member or require such Person to transfer its ownership or other interest to a trust or other entity (if any) that would eliminate the Gaming Problem; or (b) after providing the applicable Member with ninety days to eliminate such Gaming Problem, the Company shall redeem or have other Persons purchase all of the Shares held or owned by such Member at a redemption price equal to the fair market value of such Shares, as determined by an independent qualified appraiser appointed by the Company and the applicable Member or, if there is a Majority Member, by the applicable Member and the Member with the highest Percentage Interest (other than the applicable Member). If they cannot agree on an appraiser, the such persons shall each select an appraiser, which appraisers together shall select a third appraiser, which third appraiser shall determine the fair market value of such Shares, which determination shall be binding upon the Parties. Subject to the applicable provisions of the Nevada Act, the foregoing right of redemption shall be exercised upon twenty days' prior written notice to the applicable Member. On and after the date set forth in such notice as the date of redemption, all rights of such Member as a Member of the Company shall cease and terminate and the such Member's Shares shall no longer be deemed outstanding.
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GAMING PROBLEM. In the event the Managing Member or Board shall determine that a Gaming Problem exists, then the Company shall provide written notice to the applicable Member of the Company, requesting that such Person immediately eliminate the Gaming Problem; and (i) if the Gaming Problem is caused by a manager, director, officer, or trustee of such Member or by a representative of the Company appointed by such Member, and if the Managing Member determines in his discretion that no other satisfactory solution is available, the Member shall terminate the employment of such Person and remove him or her from his position as such, and (ii) if the Gaming Problem is caused by a member, shareholder, partner or beneficiary of such Member, and if the Managing Member determines in his discretion that no other satisfactory solution is available, such Member may purchase such Person's ownership or other interest in such Member or otherwise cause such Person to divest itself of its interest; or (b) after providing the applicable Member with 30 days to eliminate the Gaming Problem, the Company shall redeem or have another Person or Persons purchase all of the Shares held or owned by such Member at a redemption price equal to (i) the price dictated by the applicable Gaming Laws, or (ii) if the price is not dictated by the applicable Gaming Laws, the fair market value of such Shares, as (A) negotiated by the Company and the applicable Member, or (B) if the price cannot be negotiated, then the price determined by an Independent Qualified Appraiser. Subject to the applicable Gaming Laws, the foregoing right of redemption shall be exercised upon 20 days' prior written notice to the applicable Member. On and after the date set forth in such notice as the date of redemption, all rights of such Member as a Member of the Company shall cease and terminate and such Member's Shares shall no longer be deemed outstanding. If a Member is obligated under this Section 12.3 to sell its Interest, the Managing Member may in its sole discretion allow such Member to sell some or all of its Shares to a Person who is a Prohibited Transferee because such Person is an owner, operator, or manager of, or Person primarily engaged in the business of owning or operating, a hotel, casino, or an internet gaming site. ARTICLE
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GAMING PROBLEM. 65 ARTICLE XV NON-COMPETE
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GAMING PROBLEM. A Gaming Problem is caused by RLJ and the Company determines in its reasonable discretion that no satisfactory solution is available other than to terminate this Agreement;
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GAMING PROBLEM. A Gaming Problem is caused by Project Manager and Owner determines in its reasonable discretion that no satisfactory solution is available other than to terminate this Agreement; or
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GAMING PROBLEM. Upon the occurrence of a Gaming Problem, Transfers may be required pursuant to Section 9.2.
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