Buy-Sell shall have the meaning set forth in Section 7.3.
Buy-Sell. This clause can only be invoked after the two-year standstill period as described above or earlier by a non-defaulting Party if there is a default by the other Party and after a cure period of 10 days for minor defaults (no right to cure for major defaults). The list of defaults to be agreed prior to the end of the Due Diligence Period (and, if applicable, the Fifteen-Day Period). > The initiating Party stipulates its desire to sell its shares or units at Fair Market Value (the most recent appraisal price or, if the appraisal is more than 6 months old, at an updated appraisal price); > The non-initiating Party is then obligated to either sell all of its shares or units for cash at that price or purchase all of the shares (or units) then owned by the initiating Party at that price for cash; > The non-initiating Party has 90 days to agree to buy or sell the shares or units with an additional 90 days to close.
Buy-Sell has the meaning set forth in Section 12.6.1.
Examples of Buy-Sell in a sentence
Unless specifically excused by the terms of this Agreement during the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Product at the Delivery Point, pursuant to Seller’s election in the Cover Sheet of a Full Buy/Sell or Excess Sale arrangement as described in paragraphs 3.1(b)(i) and 3.1(b)(ii) below.
A copy of the Buy-Sell Agreement is available for inspection during normal business hours at the principal office of the Corporation.
Legend on Share Certificates Each share certificate whether presently owned or subsequently acquired, shall have the following statement conspicuously printed on its face: "The transfer, sale, assignment of the shares represented by this certificate is restricted by a Buy-Sell Agreement among all the Shareholders and the Corporation dated _________.
Unless specifically excused by the terms of this Agreement during the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Product at the Delivery Point, pursuant to Seller’s election in the Cover Sheet of a Full Buy/Sell arrangement as described in paragraph 3.1(b)(i) below.
The Transferee hereby agrees, that upon the execution of this Agreement, the Transferee shall become a party to the Buy-Sell Agreement, and shall be fully bound by and subject to the terms and conditions of the Buy-Sell Agreement as though an original party thereto.
More Definitions of Buy-Sell
Buy-Sell means a transaction under Section 11.6.
Buy-Sell. Provisions? • Owners of closely-held businesses want to keep ownership of business “in the family”, with no ownership by “outsiders” who don’t add value • When an owner dies, his/her shares may be transferred to an “outsider” • When an owner withdraws from the business (or is forced out), he/she becomes an “outsider” • When an owner divorces or files for bankruptcy, his/her shares may be transferred to an “outsider” by operation of law Your Goals in Drafting “Buy-Sell” Provisions • Provide for a repurchase of shares/equity by the company and/or the other owners when an owner dies or otherwise withdraws (voluntarily or involuntarily) from the business; • At a price that is fair to both the company and the withdrawing owner; and • In a way that ensures that any dispute about the value of a shareholder’s/member’s shares is resolved cleanly and quickly, so the remaining owners can get on with their business The Bad News “It is virtually impossible to draft a buy-sell agreement that will satisfy all three of these goals. This is one of the many reasons you carry malpractice insurance.” --- Xxxxxxxx X. Xxxxxx November 18, 2016 For “Personal” Businesses • See my presentation from last year’s “Representing the Startup Venture” symposium [included in your course materials] • Build a relationship with local valuation firms Suggestions for Further Reading • “Forms for Small Business Entities” by Xxxxx Xxxxxx (ThomsonReuters/West); • “Closely Held Corporations: Forms and Checklists” by Xxxxx Xxxxxx (ThomsonReuters/West); • Business/Corporate and Banking Law and Practice 2015-2016 (NYSBA) • Limited Liability Companies 2015-2016 (NYSBA) Thank You! Questions and Answers Xxxxx Xxxxxx Attorney, Author and Columnist 0000 Xxxxx Xxxx Xxxxxxxx, # 000 Xxxxxxxxx, Xxxxxxxxxxx 00000-0000, U.S.A. Tel.: (000) 000 0000 Fax: (000) 000 0000 e-Mail: xxxxxxxx@xxxxx.xxx xxx.xxxxxxxxxxxxxxxxxxxxxxxx.xxx 50 THE FINER POINTS OF “BUY-SELL” AGREEMENTS FOR LLCS AND CORPORATIONS Xxxxxxxx X. Xxxxxx, Esq. 0000 Xxxxx Xxxx Xxxxxxxx, # 000 Xxxxxxxxx, Xxxxxxxxxxx 00000-0000 Phone: (000) 000-0000 Fax: (000) 000-0000 E-Mail: xxxxxxxx@xxxxx.xxx Internet: xxx.xxxxxxxxxxx.xxx Disclaimers • Views expressed in this program are Xxxxx Xxxxxx’x own, and do not reflect the views of NYSBA, its subsidiaries and affiliates. • Legal and tax information presented in this program SHOULD NOT be relied upon as legal or tax advice, which can only be given by a lawyer, accountant or other professional licensed to practice...
Buy-Sell means a written offer to buy or sell stock of the Corporation at a specified price per share and upon specified terms of payment (including down payment, term, interest). The Offeree(s) as a whole or partial group may, within the time specified in the offer (which time shall be at least twenty (20) days from the date of the receipt of such written offer, the " Election Period"), elect by written notice to the Offeror to regard the offer as an offer to sell by the Offeror and elect to purchase all or part of the stock of the Offeror upon the price per share and terms specified, each Offeree purchasing his proportionate share (based on the ratio of his stockholdings to the stockholdings of all the other electing Offeree(s)); provided, that, if a partial election is made, it must be made, if at all, as to a minimum number of shares of said stock owned by the Offeror equal to the number of shares owned by the Offeree(s) immediately prior to the offer (herein "Minimum Offer"). If the election to purchase is exercised by the Offeree(s), the closing thereof shall be no later than thirty (30) days after the written notice to exercise purchase is given to the Offeror. If the Offeree(s) shall make no such election to purchase prior to the expiration of the aforementioned Election Period or shall earlier expressly waive their right to regard the offer as an offer to sell by the Offeror, each Offeree shall be deemed to have sold and the Offeror shall be deemed to have purchased upon the price and terms contained in the buy/sell offer a proportionate share (based on the ratio of each Offeree's stockholdings to the stockholdings of all the Offerees) of stock of each Offeree such that the aggregate purchase by the Offeror shall equal the lesser of all of the shares owned immediately prior by the Offeror or Offerees. In such event, the closing thereof shall be no later than thirty (30) days after the date of the deemed purchase. An Offeror cannot offer to buy or sell more shares of stock of the Corporation than he owns immediately prior to the offer. Notwithstanding anything herein to the contrary, no Shareholder shall be permitted to make a "buy/sell offer" more than once in any twelve (12) month period without the consent of all Shareholders of the Corporation. 5.
Buy-Sell. This means that there is no opportunity to review the order after clicking “Buy/Sell” and Market Orders cannot be cancelled or modified. This feature may be different from other trading systems you have used. Customer should utilize the Demo Trading System to become familiar with the Online Trading System before actually trading online with the Company. Customer acknowledges and agrees that by using the Company’s online trading system, Customer agrees to the one-click system and accepts the risk of this immediate transmission/execution feature.
Buy-Sell. Slot Rule: Airline Deregulation at the Crossroads”, J. Air L. & Comm., Vol.52(1986), p.11.
Buy-Sell. Slot Rule: Airline Deregulation at the Crossroads”, op.cit., p.20. 46) Ibid.,19-20. 나. 경쟁제한적 관행 가) 합병과 얼라이언스 이러한 규제완화의 효과는 그리 오래가지 못하였다. 대부분의 중추 (hub) 공항에서 한 두개의 항공사들이 경쟁에서 우위를 점하여 대부분 의 항공편을 차지하고 있다.47) 예컨대, 사카고 O'Hare공항에서는 United Airlines와 American Airlines가 각기 약 40%의 항공편을 운항하 였으며 Atlanta공항에서는 Delta Airlines가 70%이상의 항공편을 운항하 였다.48) 1990년대 후반에는 미국의 50대 공항의 3분의 2에서 집중 현 상을 보였다. 그러한 집중화는 새로운 항공사의 진입과 그들이 제공 하는 저렴한 항공료 혜택에도 영향을 미쳤으며, 이러한 집중은 요금 의 인상을 초래하게 되어49) 소비자들에게도 부정적인 영향을 주었 다.50) 항공산업에서의 이러한 새로운 집중 현상은 미국 정부가 반독 점적인 합병․통합(mergers and consolidations)을 허용한 완화된 독점금 지정책과 항공사 특히 대규모 항공사를 파산으로부터 보호하려는 정 치적 의도에 의해 가속화된 것으로, 요컨대, 비효율성의 결과라고 할 수 있다. 미국의 느슨한 파산법은 비효율적인 항공운송인들이 생존가 능성이 없음에도 계속하여 영업활동을 하도록 하였던 것이다. 합병, 제휴(alliances) 및 파산은 항공사 산업 집중을 초래하게 된다. 최근의 합병사례로는 US Airways와 America West, Air France와 KLM Royal Dutch Airlines (KLM), United Airlines와 Mesa Air. United 합병이