Sale of Resort Sample Clauses

Sale of Resort. Upon the disposition by the Resort Operator of all or substantially all of the assets comprising the Resort, Manager shall be entitled to remain the manager of the Operated Facilities in which this Agreement will remain in full force and effect except that each reference herein to the Resort Operator will be deemed to be a reference to such new resort operator. If, in such circumstances, Manager does not wish to remain as manager of the Operated Facilities, Manager must assign this Agreement to the new resort operator or an Affiliate of such entity in accordance with section 15.1 and, in such event Exhibit E hereto will apply to the assignee.
Sample 1
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Sale of Resort. 1.01. Seller shall sell to Buyer, and Buyer shall purchase from Seller, at the price and upon the terms and conditions set forth in this Agreement:
Sample 1
Sale of Resort. If Booth Creek commences the right of first offer provisions in the Resort Right of First Offer Agreement in connection with a proposed sale of the Northstar Ski Area and Resort (the "Resort"), Booth Creek will by Notice to EWRD V (given at the same time that Booth Creek commences the right of first offer under the Resort Right of First Offer Agreement) combine such right of first offer with a right of first offer to purchase all of Booth Creek's Ownership Interest, such that EWRD V must elect to purchase both the Resort and the Ownership Interest if it elects to exercise the right of first offer with respect to the Resort. The provisions of the Resort Right of First Offer Agreement relating to such right of first offer (such as the duty to transfer the Ownership Interest free and clear of all liens and encumbrances and covenants of further assurance) will also apply to the right of first offer of Booth Creek's Ownership Interest, and the closing for the two transactions will occur simultaneously. If EWRD V elects not to exercise such right of first offer, Booth Creek will be free to sell its Ownership Interest to the purchaser of the Resort as provided in the Resort Right of First Offer Agreement (but if Booth Creek in fact sells the Resort to such purchaser, such purchaser also must purchase such Ownership Interest on the terms specified in the Resort Right of First Offer Agreement), and such purchaser will be admitted as a Member of the Company, subject to 13.4 and to EWRD V's right to invoke the Booth Creek Change of Control Remedy specified in 13.11.
Sample 1

Related to Sale of Resort

  • Issuance of Restricted Stock On the date hereof the Company issues to the Participant the Restricted Stock subject to the Restrictions and other conditions set forth in this Award Agreement. The Company shall cause the Restricted Stock to be issued in the name of the Participant or held in book entry form, but if a stock certificate is issued it shall be delivered to and held in custody by the Company until the Restrictions lapse or such Restricted Stock is forfeited. As a further condition to the Company’s obligations under this Award Agreement, the Participant’s spouse, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit A.

  • Issuance of Restricted Shares (a) The Restricted Shares are issued to the Recipient, effective as of the Grant Date (as set forth on the cover page of this Agreement), in consideration of employment services rendered and to be rendered by the Recipient to the Company.

  • Vesting of Restricted Stock The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date.

  • CDSCs Related to the Redemption of Non-Omnibus Commission Shares CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.

  • Grant of Restricted Stock Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Board of Directors hereby grants to the Participant 2,500 restricted shares (the “Restricted Stock”) of common stock of the Company, par value $0.01 per share (“Common Stock”).

  • Vesting of Restricted Shares The Restricted Shares are subject to forfeiture to the Company until they become nonforfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law.

  • Grant of Restricted Share Units The Company hereby grants to the Participant [ ].00 restricted share units (the “RSUs”), subject to all of the terms and conditions of this RSU Award Agreement and the Plan.

  • Grant of Restricted Units Subject to the restrictions, terms and conditions of this Agreement, the Company hereby awards to the Participant Restricted Units. The Restricted Units constitute an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms of this Agreement, cash on the applicable vesting date for such Restricted Units as provided herein. Until such delivery, the Participant shall have only the rights of a general unsecured creditor; provided, that if prior to the settlement of any Restricted Unit, (a) the Company pays a cash dividend (whether regular or extraordinary) or otherwise makes a cash distribution to a shareholder in respect of a Share, then the Company shall pay currently to the Participant (on or as soon as practicable (but in no event later than 30 days) following the date on which the underlying dividend or other distribution is made to a shareholder), in respect of each then-outstanding Restricted Unit held by him, an amount equal to any such cash dividend or distribution, and (b) the Company pays a non-cash dividend (whether regular or extraordinary) or otherwise makes a non-cash distribution in Shares or other property to a shareholder in respect of a Share, then the Company shall provide the Participant, in respect of each then-outstanding Restricted Unit held by him, an amount equal to the Fair Market Value (as defined in the Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan (the “Plan”)) of such Shares or an amount equal to the fair market value of such other property as reasonably determined by the Company in good faith, as applicable, at the same time as such Restricted Unit vests and is settled under Section 2 below (and the Participant shall forfeit any such right to such amount if such Restricted Unit is forfeited prior to vesting).

  • Grant of Restricted Shares (a) The Company hereby grants to the Grantee an award (the “Award”) of shares of Common Stock of the Company (the “Shares” or the “Restricted Shares”) on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.

  • Status of Reacquired Units All Preferred Units which shall have been issued and reacquired in any manner by the Partnership shall be deemed cancelled and no longer outstanding.

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