Called Interest definition
Examples of Called Interest in a sentence
If the Company does not give the notice described in the immediately preceding sentence by the Call Notice Date, then the Company’s right to purchase the Called Interest under this Section 6.7 shall lapse.
The Call Notice Date shall be suspended until the Fair Market Value (as defined below) of the Called Interest is determined pursuant to this Agreement.
The Appraiser shall determine the Fair Market Value of a Called Interest based upon the amount the Member-Seller would receive under a hypothetical sale of all the assets of the Company at fair market value followed by a liquidating distribution of such proceeds to the Members pursuant to Section 10.2 (without including tax distributions to any Member under Section 5.4 in such calculation).
To the extent not exercised by the Company, the Company shall assign the right to purchase the Called Interest pursuant to this Section 6.7 to CSL Energy at any time and from time to time without notice to the other Members.
At the Call Closing, the Member-Seller shall transfer the Called Interest to the Company free and clear of all liens and encumbrances and shall execute and deliver an assignment of all such Member-Seller’s right, title and interest in and to such Called Interest to the Company in the form attached hereto as Exhibit D.
The purchase price for the Called Interest (the “Called Purchase Price”) shall be payable in cash by wire transfer within nine (9) months after the Call Notice Date (the “Call Closing”).
The Called Interest shall be deemed to include the Interests of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇.
The determination of the Fair Market Value of the Called Interest in accordance with this Section 6.7(e) shall be final, conclusive and binding on the Company and the Member-Sellers.
The determination of the Fair Market Value of the Called Interest in accordance with this Section 6.7(f) shall be final, conclusive and binding on the Company and the Member-Sellers.
Whenever the Company shall elect to purchase a Called Interest pursuant to Section 6.7(a), or Section 6.7(b), the Company shall provide written notice of its desire to purchase the Called Interest for the price and upon the terms set forth in Section 6.7(e) within sixty (60) days the Company becomes aware of the event triggering the Company’s right to purchase the Called Interest (the “Call Notice Date”).