'Pointview definition
Examples of 'Pointview in a sentence
In the event the Whitehall Group defaults in its obligation either to cause the Company to sell Pointview (if the Pointview Offer to Sell is accepted) or buy Pointview (if the Pointview Offer to Buy is accepted), it will lose all further right to trigger a buy-sell with respect to Pointview and WCPT will have the right to exercise all such rights granted to the Whitehall Group under this Section 10(a)(i) (and in such event the Whitehall Group will have the same rights as WCPT hereunder).
If WCPT elects to buy Pointview it may designate another entity to buy Pointview.
In the event the Company (or WCPT, in the event the Pointview Offer to Buy is accepted, or the Whitehall Group, in the event the Pointview Offer to Sell is accepted) defaults in its obligation to sell (or to cause the Company to sell) Pointview, the non-defaulting party will be entitled to the return of the deposit or to seek specific performance.
If within such 45-day period, WCPT shall not have delivered a Pointview Election Notice expressly making an election to accept the Pointview Offer to Sell, then WCPT shall be conclusively deemed to have irrevocably and unconditionally accepted the Pointview Offer to Buy.
For the avoidance of doubt, any costs or benefits relating to the currently pending litigation affecting Pointview shall belong to the Company and the party purchasing Pointview pursuant to this Section 8.2(b) shall have no rights or obligations with respect to such pending litigation.
If WCPT accepts the Whitehall Group’s Pointview Offer to Sell, WCPT will make a deposit to the Company in the amount equal to 10% of the Pointview Offer Price, which deposit shall be non-refundable except in the event of a default by the Company or the Whitehall Group.
Such Pointview Buy-Sell Notice shall contain both an irrevocable offer by the Whitehall Group to buy Pointview for a price (the “Pointview Offer Price”) equal to the price specified in the Pointview Buy-Sell Notice (the “Pointview Offer to Buy”) and an offer to cause the Company to sell Pointview to WCPT at the Offer Price (the “Pointview Offer to Sell”).
If WCPT accepts the Pointview Offer to Sell, WCPT shall deliver to the Company within three Business Days after such acceptance a deposit in the amount equal to 10% of the Pointview Offer Price, which deposit shall be non-refundable except in the event of a failure for the sale of Pointview to be completed not resulting from the default of WCPT.
Notwithstanding anything contained herein to the contrary, in the event Pointview is purchased for a price that is less than the Pointview Offer Price, each of the Saracen Members shall be entitled to receive, in cash upon the distribution of such amounts, an amount not less than the amount such Saracen Member would have received if Pointview were purchased at the Pointview Offer Price.
Within 45 days after receipt of a Pointview Buy-Sell Notice, WCPT shall deliver to the Whitehall Group a notice in the form attached to this Agreement as Schedule 8.2(b)(i)-B (the 'Pointview Election Notice') specifying whether it elects to accept the Pointview Offer to Buy or to accept the Pointview Offer to Sell, which Pointview Election Notice shall be binding and shall constitute an irrevocable and unconditional acceptance of the Pointview Offer to Buy or the Pointview Offer to Sell, as applicable.