SPECIAL PURCHASE RIGHT Sample Clauses

SPECIAL PURCHASE RIGHT. 86 LIMITED LIABILITY COMPANY AGREEMENT OF STORAGE DEVELOPMENT PORTFOLIO, L.L.C. THIS LIMITED LIABILITY COMPANY AGREEMENT is entered into as of November 30, 1999 (the "Effective Date"), between SUSA PARTNERSHIP, L.P., a Tennessee limited partnership, as a Member and the initial Manager (the "Developer Member"), and STORAGE VENTURES, L.P., a Delaware limited partnership, as a Member (the "GECC Member").
Sample 1
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SPECIAL PURCHASE RIGHT. In addition to all other rights and remedies available to the Electing Member under this Agreement or the Other Company LLC Agreement, at law, in equity or otherwise, upon the occurrence or existence of Cause with respect to the Developer Member under this Agreement or under the Other Company LLC Agreement (in which case the Developer Member shall be a "Special Defaulting Member") or in the event of a Project Capital Contribution Default by either Member under this Agreement or under the Other Company LLC Agreement (in which case such Member shall be a "Special Defaulting Member"), then the other Member (the "Electing Member") may, by delivering written notice thereof to the Special Defaulting Member, at any time thereafter elect to purchase the Membership Interest of the Special Defaulting Member in the Company and the Other Company for a purchase price equal to the difference between (A) the lesser of (i) the fair market value of the Special Defaulting Member's Membership Interest in the Company and the Other Company taking into account any changes to such Special Defaulting Member's distribution rights in accordance with Schedule 6.3(b) hereto) or (ii) the unreturned Capital Contributions of the Special Defaulting Member in the Company and the Other Company (as determined by the Auditor whose determination shall be binding on the Members absent manifest error) less (B) all damages and costs incurred by the Company and the Other Company in connection with the event giving rise to such purchase. The fair market value of the Membership Interest of the Special Defaulting Member shall be determined by the Electing Member and the Special Defaulting Member within 30 days after the Electing Member elects to purchase such Membership Interests. If the Members are unable to agree on the fair market value of such Membership Interests, the Electing Member, by notice to the Special Defaulting Member, may require the determination of the fair market value to be made by an independent appraiser specified in that notice. If the Special Defaulting Member objects to the independent appraiser designated therein within ten days after it receives such notice and the Electing Member and the Special Defaulting Member fail to agree on an independent appraiser, then either Member may request that the Atlanta, Georgia office of the AAA designate an independent appraiser, in which case the selection of the appraiser by the AAA shall be binding on the parties. The Company shall pay...
Sample 1
SPECIAL PURCHASE RIGHT. (a) Investor hereby waives its participation rights under Section 4.2 of the Stockholders Agreement with respect to the initial issuance at or within six months of the First Closing (as defined in the Contribution Agreement) by the Company of up to an aggregate of 3,771,622 shares of Company Common Stock, including securities exchangeable, convertible or redeemable on a one-for-one basis into shares of Company Common Stock (the latter being referred to herein as the "Convertible Securities"), and in lieu thereof, Investor and the Company hereby agree that (i) Investor shall have the right to purchase (the "Special Purchase Right"), and the Company shall be obligated to offer Investor the right to purchase up to (x) the Initial Number of Shares (as defined below) on or prior to August 31, 1997, and (y) the Subsequent Number of Shares (as defined below), if such number is greater than zero, after August 31, 1997, in each case at a purchase price of $22 1/8 per share, and (ii) prior to such time as all of the Applicable Number of Shares (as defined below) shall have been offered to Investor in accordance with the terms hereof and Investor shall have either purchased or declined to purchase all of such shares, the Company shall in no event issue or sell any capital stock other than (A) to the Company or any of its Subsidiaries, (B) pursuant to options, rights or warrants or other commitments or securities which were in effect or outstanding on the date of the Stock Purchase Agreement or, in the case of the Long-Term Omnibus Plan, the Dividend Reinvestment Plan, the Company's 401(k) Plan and the Employee Stock Grant Plan, collectively, which are granted from time to time in the ordinary course, (C) pursuant to the Contribution Agreement, or (D) to the extent that an issuance of shares of capital stock solely to Investor would cause the Company to cease being a "domestically-controlled" REIT within the meaning of Section 897(h)(4)(B) of the Code ("domestically-controlled"), to persons other than Non-U.S. Persons (as such term is defined in the Articles of Incorporation of the Company), provided that such shares of capital stock issued or sold to such persons may only be issued or sold simultaneously with an equal number of shares of capital stock issued or sold to Investor. The "Initial Number of Shares" means the lesser of (x) 1,750,000 shares of Company Common Stock or (y) the maximum number of shares of Company Common Stock, as reasonably determined by Invest...
Sample 1
SPECIAL PURCHASE RIGHT. A. If a Dissolution Election is made by the Company under Section 11.1.A hereof, then, prior to any Company Assets being sold to Third Parties by the Company as part of such dissolution, the Members who voted against the Dissolution Election, and who wish to do so (the "Purchasing Members"), shall have the option, exercisable by giving, no later than ten (10) days after the notice required by Section 11.1 hereof, a notice in writing to the Company and each other Member ("Special Purchase Right Notice"), to purchase all of the Company Assets and/or the non-Purchasing Members' LLC Interests at their Fair Market Value, provided, however, that all conditions to the option exercise are met (the "Option Exercise Conditions").
Sample 1
SPECIAL PURCHASE RIGHT. Notwithstanding anything to the contrary set forth in this Agreement, the Notes or the Prior Agreements, before consummating any sale of Notes after the date hereof, at the sole discretion of M/C Ventures (as defined below), the Company shall first offer each Investor identified on Exhibit A under the heading “Initial Investors” (each an “Initial Investor”) the right to purchase an additional Note in a principal amount up to such Initial Investor’s Additional Amount (as hereinafter defined). Subject to the terms and conditions of this Section 1.6, each Initial Investor shall have the right, but not the obligation, under this Section 1.6 to purchase such additional Notes, and any such purchase shall be made in accordance with the applicable terms and conditions of this Agreement. The term “Additional Amount” means, as of the date of determination and with respect to each Initial Investor, an amount (but not less than zero) equal to the difference between (A) the product of (i) the percentage set forth opposite such Initial Investor’s name or group of Initial Investors’ names on Exhibit A (the “Applicable Percentage”) multiplied by (ii) $7,500,000 less (B) the aggregate principal amount of Notes purchased by such Initial Investor hereunder as of such date (immediately prior to the proposed closing). The Initial Investors acknowledge and agree that the Applicable Percentage for each Initial Investor or group of Initial Investors is based on each Initial Investor’s or group of Initial Investors’ investment in the Company’s Series D Preferred Stock and Series E Preferred Stock.
Sample 1

Related to SPECIAL PURCHASE RIGHT

  • Preferential Purchase Rights No later than 5 Business Days after the Execution Date, Seller shall prepare and send notices to the holders of any preferential rights to purchase any part of the Assets that would be triggered by the transfer of the Assets by Seller to Buyer, all of which preferential rights are described in Section 4.11 of the Disclosure Schedule. If Buyer discovers other preferential rights to purchase any part of the Assets that would be triggered by the transfer of the Assets by Seller to Buyer (other than preferential rights that are described in Section 4.11 of the Disclosure Schedule) during the course of Buyer’s Due Diligence Review, Buyer shall promptly notify Seller of such preferential rights and Seller shall prepare and send notices to the holders of any such preferential rights no later than 5 Business Days after Buyer notifies Seller of such preferential rights. If after the Execution Date Seller discovers other preferential rights to purchase any part of the Assets that would be triggered by the transfer of the Assets by Seller to Buyer (other than preferential rights that are described in Section 4.11 of the Disclosure Schedule), Seller shall promptly notify Buyer of such preferential rights and Seller shall prepare and send notices to the holders of any such preferential rights no later than 5 Business Days after Seller notifies Buyer of such preferential rights. If, prior to Closing, any of such Persons asserting a preferential purchase right notifies Seller that it intends to consummate the purchase of that portion of the Assets to which it holds a preferential purchase right pursuant to the terms and conditions of such notice and this Agreement, then such Assets shall be excluded from the Assets identified in this Agreement and the Purchase Price shall be reduced by the Allocated Values of such Assets; provided that if the holder of such preferential right fails to consummate the purchase of such Assets prior to the Closing Date, then Seller shall notify Buyer, and Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Assets to which the preferential purchase right was asserted for the Allocated Values of such Assets. All Assets for which a preferential purchase right is outstanding but has not been asserted prior to Closing, or with respect to which closing does not occur on or before the Closing Date following the assertion of a preferential purchase right shall be sold to Buyer at Closing pursuant to the provisions of this Agreement. If one or more of the holders of any preferential purchase rights validly notifies Seller subsequent to Closing that it intends to assert its preferential purchase right, Seller shall immediately give notice thereof to Buyer, whereupon Buyer shall perform all valid preferential purchase right obligations of Seller to such holders and Buyer shall be entitled to receive (and Seller hereby assigns to Buyer all of Seller’s rights to) all proceeds received from such holders in connection with such preferential purchase rights. Buyer hereby agrees to indemnify, defend and hold harmless Seller from any claim by the holder of a preferential right with respect to the allocation of the Base Purchase Price among the Assets, including the Asset(s) subject to such preferential right.

  • Initial Purchase On the Initial Closing Date, subject to satisfaction of the conditions specified in Article VI and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to XXXX, without recourse:

  • Initial Purchase Price The VFN is to be purchased at a price (the “Initial Purchase Price”) equal to 100% of the Initial Note Principal.

  • Optional Purchase (a) On any Distribution Date on which the sum of the Class A Note Balance plus the Class B Note Balance plus the Class C Note Balance has been or will, after giving effect to the application of Available Funds on such Distribution Date, be less than or equal to 10% of the sum of the initial Class A Note Balance plus the initial Class B Note Balance plus the initial Class C Note Balance, the Servicer shall have the option, upon no less than twenty (20) days prior written notice prior (or such lesser number of days permissible by the Clearing Agency and reasonably acceptable to the Indenture Trustee) to the related Distribution Date to the Issuer, the Trust Collateral Agent, the Owner Trustee, the Indenture Trustee and the Rating Agencies, to reacquire the Trust Property, other than the Trust Accounts. The Indenture Trustee shall provide notice of the Optional Purchase to the Noteholders within 5 Business Days of its receipt of the Servicer’s notice. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 in the Collection Account an amount equal to: (x) the aggregate Purchase Amount for the Loans, plus (y) the fair market value of any other property held by the Trust (other than the Trust Accounts), plus (z) sufficient funds to pay interest on the Notes through the date of redemption after giving effect to the application of Available Funds on such date. Notwithstanding the foregoing, the Servicer shall not exercise such option unless the purchase price paid by the Servicer and other funds held by the Issuer are sufficient to pay the full amount of principal and interest due and payable on each class of the Notes, and all amounts due and payable to the Indenture Trustee, the Trust Collateral Agent, the Backup Servicer and the Owner Trustee under the Basic Documents. Upon such deposit the Servicer shall succeed to all interests in and to the Trust (other than the Trust Accounts).

  • Purchase Right Without prejudice to the enforcement of the Senior Secured Parties remedies, the Senior Secured Parties agree that following (a) the acceleration of all Senior Obligations in accordance with the terms of the Senior Debt Documents or (b) the commencement of an Insolvency Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Junior Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Junior Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest and fees, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the Senior Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten Business Days of the request. If one or more of the Junior Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Junior Priority Representative. If none of the Junior Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

  • Repurchase Rights ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE CORPORATION AND ITS ASSIGNS TO REPURCHASE THOSE SHARES IN ACCORDANCE WITH THE TERMS SPECIFIED IN THE PURCHASE AGREEMENT.

  • Forward Purchase Securities The Forward Purchase Shares and the shares of Common Stock issuable upon exercise of the Forward Purchase Warrants have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Forward Purchase Contract and the Warrant Agreement, will be validly issued, fully paid and non-assessable. The holders of the Forward Purchase Securities are not and will not be subject to personal liability by reason of being such holders; the Forward Purchase Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Forward Purchase Securities has been duly and validly taken. The Forward Purchase Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Forward Purchase Units and the Forward Purchase Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Forward Purchase Units and Forward Purchase Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Forward Purchase Warrants have been reserved for issuance and upon the exercise of the applicable Forward Purchase Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof, such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable.

  • Repurchase Right After (i) Termination of the Optionee by the Company with Cause or resignation by the Optionee without Good Reason, or (ii) the twelve (12) month anniversary of the Optionee’s Termination by the Company without Cause or resignation by the Optionee with Good Reason, regardless of whether such Termination or resignation is by virtue of the Optionee’s death, or otherwise, the Company shall have the right, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination or resignation, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section II hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing”) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of such Termination or resignation. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreement.

  • Suspension of Delivery, Transfer, etc The deposit of Stock may be refused, the delivery of this Depositary Receipt against Stock may be suspended, the registration of transfer of Depositary Receipts may be refused and the registration of transfer, surrender or exchange of this Depositary Receipt may be suspended (i) during any period when the register of stockholders of the Company is closed or (ii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary’s Agents or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission, stock exchange or the NASD or under any provision of the Deposit Agreement.

  • Additional Purchases Stockholder agrees that any shares of capital stock of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the execution of this Agreement and prior to the Expiration Date ("New Shares") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

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