PURCHASE OPTION BY THE COMPANY Sample Clauses

PURCHASE OPTION BY THE COMPANY. In the event Behringer Harvard REIT I, Inc., ("XX XXXX") becomes the member of the Company, the Company shall have the option, but not the obligation, to purchase all of the Tenants in Common's undivided interests in the Project as set forth in this Section 7.5. In order to execute this option, the Company shall provide written notice of its election to exercise this option to the Tenants in Common no sooner than 3 months prior to the end of the State Farm Loan term and no later than 30 days prior to the end of the end of the State Farm Loan. The purchase price of each Tenant in Common's interests shall be equal to the Fair Market Value of the Interest (as defined in Section 8 of this Agreement) of such Tenant in Common. Such purchase price shall be paid by the Company within 30 days of the determination of the Fair Market Value of the Project, and the obligation to pay the purchase price shall bear interest at the short term Applicable Federal Rate from the date of transfer through the payment date. The Company may, in its sole and absolute discretion, offer the Tenants in Common the option to exchange their Interest for partnership interests in the XX XXXX umbrella partnership at an amount equal to the Fair Market Value of the Interest and at then current fair market value of the XX XXXX shares. In the event the Company does not offer an exchange of XX XXXX umbrella partnership shares or in the event the Tenant in Common declines such offer of XX XXXX umbrella partnership shares, the Tenant in Common shall receive cash in amount equal to the Fair Market Value of such Tenant in Common's Interest. The purchaser and seller shall begin negotiation of the Fair Market Value of the Project within fifteen (15) days after the date of the written notice from the Company and shall follow the procedures set forth in Section 8. The allocation of the costs and liabilities shall be subject to the terms set forth in Section 8.

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PURCHASE OPTION BY THE COMPANY. In the event Behringer Harvard REIT I, Inc. or any other real estate fund affiliated with or directly or indirectly sponsored by Behringer Harvard Holdings, LLC (a "BH Fund") becomes the direct or indirect owner of the Company, the Company or its affiliates or assigns shall have the option, but not the obligation, to purchase all of the Tenants in Common's Interests as set forth in this Section 7.4 beginning no sooner than the earlier of (i) one year prior to the end of any Loan term, (ii) the announcement by BH Fund of its intention to liquidate its assets, or (iii) the announcement by the BH Fund of its intention to liquidate its investment portfolio or list its equity securities on any national securities exchange or the NASDAQ stock market (collectively, an "Exchange"). In order to exercise this option, the Company or its affiliates or assigns shall provide written notice of its election to so exercise to the Tenants in Common. The purchase price of any Interest purchased under this Section 7.4 shall be equal to the Fair Market Value of such Interest (as determined pursuant to Section 8.3 of this Agreement).

Related to PURCHASE OPTION BY THE COMPANY

Termination by the Company Subject to Section 13(f) hereof, the Company shall have the right, by giving three (3) days’ notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement.
Optional Redemption by the Company The Notes may be redeemed at any time as a whole or from time to time in part, subject to the conditions and at the Redemption Prices specified in the form of Notes set forth in Exhibit A hereto, which are hereby incorporated by reference and made a part of this Indenture, together with accrued and unpaid interest to the Redemption Date.
Action by the Company The Company shall act only by or under the authority of its Member.
Termination by the Corporation If the Executive’s employment is terminated by the Corporation upon the giving of written notice of such termination to the Executive at any time within the 6 month period following a Change of Control (other than for Just Cause, Disability or Death), then the Executive shall be entitled to the following:
Confirmation by the Company The Company must provide written confirmation to the Underwriter that the Underwriter’s instructions to restrict or prohibit trading have been executed. The Company agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed.
Cooperation by the Company If any Shareholder shall transfer any Registrable Securities pursuant to Rule 144, the Company shall cooperate, to the extent commercially reasonable, with such Shareholder and shall provide to such Shareholder such information as such Shareholder shall reasonably request.
Delivery by the Company At the Closing, the Company shall register the Shares in the name of the Employee. If the Shares are certificated, any certificates relating to the Shares shall be held by the Secretary of the Company or his or her designee on behalf of the Employee.
For Cause by the Company The Company may terminate Executive’s employment for “Cause” at any time prior to the expiration of the Term effective immediately upon delivery of written notice to Executive. For purposes of this Agreement, “Cause” shall mean:
Notice by the Company The Company shall give prompt written notice to a Responsible Officer of the Trustee at the Principal Office of the Trustee of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV. Notwithstanding the provisions of this Article XV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV, unless and until a Responsible Officer of the Trustee at the Principal Office of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least 2 Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Debenture), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within 2 Business Days prior to such date. The Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XV, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.
Other Termination by the Company If the Company terminates Executive’s employment without Cause before this Agreement terminates, or Executive terminates his employment for Good Reason (defined below) before this Agreement terminates, the Company will pay Executive a payment having a present value equal to the compensation and other benefits he would have been entitled to for the remainder of the term if his employment had not terminated. All payments made pursuant to this Section 9(b) shall be completed no later than March 15 of the calendar year following the calendar year in which Executive’s employment terminates.