Buy-Sell Agreement. To the Knowledge of Acquired Corporation, there are no agreements among any of its shareholders granting to any person or persons a right of first refusal in respect of the sale, transfer, or other disposition of shares of outstanding securities by any shareholder of Acquired Corporation, any similar agreement or any voting agreement or voting trust in respect of any such shares.
Buy-Sell Agreement. The parties agree to enter into a buy/sell agreement to effect purchase of the deceased partner's share upon such partner's death, to be funded by life insurance policies.
Buy-Sell Agreement. (a) Any Partner (the "OFFEROR") may make an offer in writing to the other Partners (the "OFFEREE"), which shall state an amount (the "BUY-SELL VALUE") determined in the sole and absolute discretion of the Offeror. The Buy-Sell Value shall be the amount that the Offeror chooses to be the value of the Assets. An offer made pursuant to this Section 8.7 shall constitute an irrevocable offer by the Offeror to the Offeree either (i) to sell all, but not less than all, of the Offeror's interests in the Partnership (including any interests held by, or Transferred to, its Affiliates), or (ii) to purchase all, but not less than all, of the Offeree's interests in the Partnership (including any interests held by or Transferred to its Affiliates). The Offeree shall have sixty (60) days after receipt of an offer made pursuant to this Section 8.7 to elect either (A) to sell its interests in the Partnership at a price equal to the amount the Offeree would have received pursuant to a liquidation of the Partnership if the Assets had been sold to a third party for the Buy-Sell Value and the proceeds therefrom had been applied and distributed in accordance with Section 12.2 (assuming that all allocations resulting from the sale had been made and no reserves are established); or (B) to buy the Offeror's interest in the Partnership at a price equal to the amount the Offeror would have received pursuant to a liquidation of the Partnership if the Assets had been sold to a third party for the Buy-Sell Value and the proceeds therefrom had been applied and distributed in accordance with Section 12.2 (assuming that all allocations resulting from the sale had been made and no reserves are established). If the Offeree fails to make such an election within sixty (60) days after receipt of an offer under this Section 8.7(a), the Offeree shall be deemed to have elected to sell its interests in the Partnership. In any case in which there is more than one purchasing Partner, the purchasing Partners shall determine the proportions of the interests in the Partnership to be purchased by each such Partner.
Buy-Sell Agreement. (a) Each Shareholder shall have the right, after October 22, 2012 to provide a written notice in accordance with paragraph 22 (an “Offer”) to the other Investor Shareholder (the “Offeree Shareholder”), to offer to sell all, but not less than all, of the interest of the Selling Shareholder and its Affiliates in the Company to the Offeree Shareholder at a per share purchase price and upon the other terms and conditions specified in the Offer. Notwithstanding the immediately preceding sentence, no Shareholder may provide an Offer at any time during the period which commences on the date that a Transfer Notice has been provided pursuant to paragraph 3(b) and ends sixty-one (61) days after the Authorization Date described in paragraph 3(b).
Buy-Sell Agreement. As a condition to receipt of any Shares hereunder, Participant shall become a party to the Buy-Sell Agreement among the Corporation and its shareholders or any document which replaces such agreement, as determined by the Committee in its discretion (the "Buy-Sell Agreement") and sign a copy of such agreement, to the extent required to do so by the Committee. All restrictions applicable to Shares under the Buy-Sell Agreement shall apply to Shares acquired under this Agreement.
Buy-Sell Agreement. In the event that one Partner desires to sell the Real Property and the other Partner does not desire to sell the Real Property, then in that event either Partner (sometimes hereinafter referred to as the "Offering Partner") may deliver a written notice (the "Notification") to the other Partner (sometimes hereinafter referred to as the "Non-Offering Partner"). The Notification shall state that the Offering Partner intends to purchase the entire Joint Venture interest of the Non-Offering Partner, the purchase price (which shall be stated in terms of a specific dollar amount per each one percent (1%) in Percentage Interest) which the Offering Partner will pay for such Joint Venture interest, the terms of payment, whether for cash or credit, and if on credit, the term, dates of payment, interest rate and security or collateral arrangements, as well as any and all other consideration being received or paid in connection with the proposed transaction, and any and all other terms, conditions, and details of such offer. The Notification shall also state that the Non-Offering Partner shall have ninety (90) days from the date of delivery of the Notification either to sell its entire Joint Venture interest to the Offering Partner, or to purchase the entire Joint Venture interest of the Offering Partner, with such purchase or sale to be consummated strictly upon the terms and conditions, and for the price per Percentage Interest, set forth in the Notification.
Buy-Sell Agreement. The Parties shall have agreed to the terms of the Buy-Sell Agreement, to be executed at the Closing.
Buy-Sell Agreement. The successful bidder will be required to enter in a Buy-Sell Agreement upon the close of the auction. The failure by a successful bidder to enter into such agreement or the successful bidder’s failure to pay the bid amount for the land, or the failure to close the Buy-Sell Agreement in accordance with its terms and conditions shall result in the forfeiture of all fees and costs, including the bid deposit, and the auction shall be considered unsuccessful. Applicant shall be entitled to the amount paid for the improvements only upon the successful closing of the Buy-Sell Agreement. Execution of the Agreement does not guarantee that the cabin/home site will be sold. The Department or the Land Board may determine that a land sale would not be in the best interest of the trust beneficiary at any point prior to the close of escrow. This Agreement must be signed by all improvement owners. Please use additional blank pages if necessary to obtain all signatures. The Department cannot provide you with any legal advice. If you have any questions regarding the legal effect of this form, you should engage the services of an attorney before signing this Agreement to Sell Improvements. By signing below, I hereby represent that all of the owners of the non-state owned improvements have read and signed this Agreement and agree to abide by all of its terms regarding the sale at public auction of the state owned parcel and the non-state owned improvements. APPLICANT: date Printed name: date Printed name: STATE OF MONTANA ) County of ) This instrument was acknowledged before me on by . (NOTARIAL SEAL) STATE OF MONTANA ) County of ) This instrument was acknowledged before me on by . (NOTARIAL SEAL) DEPARTMENT OF NATURAL RESOURCES & CONSERVATION By: Title:
Buy-Sell Agreement. In the event the Grower desires to sell the facilities or exercise early termination under Section 9.08, Midwest has the right to purchase the property necessary to raise pullets under this Agreement including ingress and egress and access and use to utilities, water supply and manure storage as provided in this Agreement. Purchase price will be determined by the average value of the appraisals by independent appraisers assigned by both Grower and Midwest; provided, however, no appraisal shall consider the value accorded to having this Agreement to raise pullets in the facilities. In the event of a dispute over valuation, Section 9.03 regarding Dispute Resolution shall govern.
Buy-Sell Agreement. (a) In the event that this Agreement terminates due to a non-renewal by either party pursuant to paragraph 7(a), then upon termination (i) DTGroup shall have the option to purchase the Talent Division Assets (as defined below) not already owned by it (the "DTGroup Option"), and (ii) DMG will have the option to purchase the Talent Division Assets as defined below (the "DMG Option" or collectively with the DTGroup Option, the "Options") not already owned by it on the terms outlined herein. Each of the parties will have 45 days after the effective date of termination to notify the other party whether or not it desires to exercise its Option.
