Buyout Right definition
Examples of Buyout Right in a sentence
Each of EQT and USG and their respective Affiliates (other than the Changing Member) shall have [***] Business Days, subject to any reasonable and necessary extension to obtain customary board approval, following the determination of [***] of such Membership Interest in which to notify each other Member and the Changing Member whether it desires to exercise its General Buy-out Right.
If none of EQT or USG or their respective Affiliates exercises the General Buy-out Right, the Change of Control shall be effective and the successor in interest to the Changing Member shall be admitted as a Member upon compliance with Section 3.03(b)(iv).
The Company shall have 15 Business Days following the determination of the Fair Market Value in which to notify the Members whether the Company desires to exercise its Buy-out Right.
Upon the exercise of its Collateral Split Buyout Right, each exercising Lender shall purchase its ratable share of the Buyout Loans by paying a purchase price to the selling Lenders equal to such exercising Lender’s ratable share of (i) the outstanding principal balance of the Buyout Loans on the date of assignment, plus (ii) the amount of unpaid interest accrued thereon through such date.
Each Member (other than the Changing Member) shall have 15 Business Days following the determination of the Fair Market Value of such Membership Interest in which to notify the other Members (including the Changing Member) whether such Member desires to exercise its Buy-out Right.
If, however, the Change Purchasing Members are unable to reach such agreement during such three Business Day period, then the Buy-out Right shall be deemed to have been waived by the Change Purchasing Members.
If more than one Lender desires to exercise its Collateral Split Buyout Right with respect to the Buyout Loans, it shall be entitled to purchase up to its ratable share (based on Percentages) of such Loans.
This Agreement and the security interest in the Collateral granted by Buyer to Seller hereunder shall terminate upon the expiration of the Additional Payment Term as provided in Section 4.4(i) of the Assignment Agreement, provided that if Buyer earlier exercises its Buyout Right with respect to the Net Sales Payments pursuant to Section 7.8 of the Assignment Agreement, the Net Sales Payments shall no longer be included as an Obligation hereunder.
The Buyer may exercise the Buyout Right during the applicable Buyout Period by delivering to Resistys a notice (the “Buyout Notice”) specifying a date (the “Buyout Date”) not less than thirty (30) days after the date of the Buyout Notice on which the closing of the Buyout Right will occur and whether the Buyout Consideration will be in the form of cash or Common Stock.
For the avoidance of doubt, the exercise of the Buyout Right by Buyer shall not relieve Buyer of its obligation to pay the Milestone Payments to Resistys pursuant to Section 4.2.