Purchase and Sale Rights Sample Clauses

Purchase and Sale Rights. (a) In the event that the Product Mix for any two (2) consecutive fiscal years of the Company (the "Reference Period") shall be less than the Product Mix Threshold by more than 5%, then, at any time during the period commencing on the first day after the Product Mix numbers first become available of the fiscal year immediately succeeding the second of such fiscal years and ending on the date that is six (6) months thereafter, (i) the Willxxxx Xxxber or the Company may purchase the Nortel Member's Membership Interest in accordance with Section 19.5(b); or (ii) the Nortel Member may sell its Membership Interest to the Willxxxx Xxxber or the Company in accordance with Section 19.5(a); provided however, that the provisions of this Section 19.4(a) shall not apply in the event that the rate of growth for the Reference Period, of the aggregate Net Purchase Price paid by the Company to NTI and its Affiliates for Nortel's PBX and Key system products only of the Existing Products (the "Voice Product Purchases"), is equal to or greater than (x) the rate of growth for the Reference Period, of the aggregate Voice Product Purchases by each and every Distributor which has a territory under its CPE Agreement encompassing the entire United States of America whose Voice Product Purchases per annum are greater than $50,000,000 and (y) the rate of growth for the Reference Period of the aggregate Voice Product Purchases by all non-national territory, regional Distributors measured as a whole; provided further that both (x) and (y) in the preceding proviso will be subject to certification at the request of the Company by the independent auditors of NTI.
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Purchase and Sale Rights. Within ten days following the Effective Date, the Executive shall have the right to elect, by written notice to the Company, to purchase any or all of the following: (i) the Gulfstream III aircraft owned by the Company (or an affiliated company) as of the date hereof, at a price equal to its fair market value as of the date of notice, as determined by an appraiser selected by the Executive in his sole discretion, and/or (ii) the Company's (or an affiliated company's) New York City apartment located on Fifth Avenue, at a price equal to its fair market value as of the date of notice, as determined by an appraiser from Sotheby's in New York (collectively, the "Purchase Right"). Upon the exercise of the Purchase Right with respect to any of the items in clauses (i) or (ii), the Executive shall have 120 days following the date of notice to make payment or secure financing for any such purchase. During the five-year period following the Effective Date (without regard to the earlier expiration of the Employment Period or the Executive's termination of employment), at the written request of the Executive or his estate or beneficiary (as applicable), the Company shall be required and have the obligation to purchase for cash, payable in a lump sum within thirty days following the date of the Executive's request, the Executive's house located at Shadow Creek in North Las Vegas, Nevada and the furnishings, artwork and personal effects therein (to the extent requested by the Executive), at a price equal to the Executive's cost, including the cost of all additions and improvements thereto, with the costs communicated to the Company by the Executive to be determinative of the actual costs (the "Put Right").
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Purchase and Sale Rights. (a) In the event that IAHC has the right to exercise its Put Right pursuant to Section 3.2 or 5.3, IAHC shall have the right to require Lakeside to purchase (the "Put Right") all but not less than all of the Membership Interest of IAHC. IAHC may exercise the Put Right by providing written notice to Lakeside of its intent to sell all of IAHC's Membership Interest to Lakeside. The notice shall include a closing date for such sale which shall be at least ninety (90) and no more than one hundred and twenty (120) days from the date of such notice. At the closing date, Lakeside shall purchase IAHC's right, title and interest in the Company at a price equal the lesser of the following two numbers:
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Purchase and Sale Rights. A sale of Units pursuant to Section 7.1(b) and (c) shall be conducted in the following manner:
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Purchase and Sale Rights. In consideration of and upon the basis of the representations, warranties and agreements and subject to the terms and conditions set forth in this Agreement:
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Purchase and Sale Rights 
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Related to Purchase and Sale Rights

  • Purchase and Sale Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

  • Purchase and Sale Closing 19 Section 2.1 Purchase and Sale of Acquired Assets 19 Section 2.2 Excluded Assets 20 Section 2.3 Assumption of Assumed Liabilities 22 Section 2.4 Excluded Liabilities 23 Section 2.5 Purchase Price 25 Section 2.6 Certain Adjustments to Base Purchase Price 25 Section 2.7 Proration 28 Section 2.8 Allocation of Purchase Price 30 Section 2.9 Closing 30 Section 2.10 Deliveries by Seller at Closing 30 Section 2.11 Deliveries by Buyer at Closing 32 Section 2.12 Guaranties 34 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 34 Section 3.1 Organization and Existence 34 Section 3.2 Authority and Enforceability 34 Section 3.3 No Conflicts; Consents and Approvals 34 Section 3.4 Legal Proceedings 35 Section 3.5 Compliance with Laws; Permits 35 Section 3.6 Title to Acquired Assets 36 Section 3.7 Assets Used in Operation of the Facilities 36 Section 3.8 Material Contracts 37 Section 3.9 Insurance 39 Section 3.10 Taxes 39 Section 3.11 Environmental Matters 39 Section 3.12 Employment and Labor Matters 40 Section 3.13 Employee Benefit Plans 42 Section 3.14 Condemnation 42 Section 3.15 Financial Information 42 Section 3.16 Absence of Certain Changes 43 Section 3.17 Real Property 43 Section 3.18 Regulatory Status 44 Section 3.19 Brokers 44 Section 3.20 Complete Copies 44 Section 3.21 Capacity Markets; Winter Reliability Program 44 Section 3.22 Exclusive Representations and Warranties 45

  • Purchase and Sale of Shares Closing 2.01. Purchase and Sale of the Shares........................................................................... 10 2.02.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of the Units Subject to the terms and conditions of this Agreement, on the Closing Date, each Investor shall purchase, and the Company shall sell and issue to each Investor, the number of Units set forth opposite the Investor’s name on the signature page attached hereto at a price per Unit equal to the Per Unit Purchase Price.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 20,000 units (the “Initial Units”) at a purchase price of approximately $.004348 per Initial Unit for an aggregate purchase price of $86.84. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $7.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of Purchased Assets (a) On the terms and conditions of this Agreement, at the Closing (and effective as of the Effective Time), Seller will sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Liens, and Purchaser will purchase, acquire and accept from Seller, the Purchased Assets.

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