The Buy. Sell Notice shall be irrevocable for a period of thirty (30) days following the date of the Buy/Sell Notice (the "Irrevocable Period"), and the Offeree may, by written notice to Offeror during such Irrevocable Period, either accept the Offeror's offer to sell, or accept the Offeror's offer to buy (but may not accept both), and upon acceptance, the Offeror and the Offeree shall be required to sell or to buy, as applicable. After receipt of a proper Buy/Sell Notice, no other Buy/Sell Notice may be issued by either Member.
The Buy. Sell Agreement is hereby terminated and canceled and shall be of no further force or effect.
The Buy. Sell Offer shall be delivered to the Recipient by the Initiating Joint Venturer via United States mail certified with return receipt requested, and shall be effective as of the date of posting in the mail;
The Buy. Sell Offer shall provide for a period of sixty (60) days (the "Acceptance Period") for acceptance of the offer to purchase therein contained, and shall stipulate a date (the "Closing Date") for Closing which shall not be less than ten (10) days nor more than thirty (30) days after the expiration of the Acceptance Period.
The Buy. Sell provisions contained herein may not be invoked during any period after a Notice of Offer has been given and until it is either accepted, rejected or expires pursuant to Section 11.2 hereof.
The Buy. Sell Agreement and the Right of First Refusal Agreement shall have been terminated and be of no further force or effect;
The Buy. Sell Offer shall set forth the dollar value the Offering Member places on the entire equity value (i.e., all of the Membership Interests) of the Company ("COMPANY VALUE"). The Buy-Sell Offer shall state the price in cash (the "OFFERED PRICE") at which the Purchaser offers to buy the entire Membership Interest of the Responding Member, and it shall also state the price in cash (the "SELL-OUT PRICE") at which the Purchaser is willing to sell its entire Membership Interest to the Responding Member. The Sell-Out Price should reflect the identical Company Value as is reflected in the Offered Price, i.e., it should reflect the amount which each Member would receive assuming that all of the assets of the Company have been sold for cash and, after satisfying all liabilities of the Company, the Company has only cash remaining in an amount equal to the Company Value and that a hypothetical distribution of the Company Value is then made to the 43 Members according to the terms of Section 11.2 in complete liquidation of the Company. The entire price (i.e., the Offered Price, or the Sell-Out Price, as the case may be) shall be payable in cash at the closing of such sale. Any sale pursuant to such Buyout Event shall be consummated within one hundred twenty (120) days after actual receipt by the Responding Member of the Buy-Sell Offer as described in Section 9.3(a), and the selling Member must deliver its entire Membership Interest to the Purchaser at the closing, free and clear of all encumbrances and claims.
