The Buy Sample Clauses

The Buy. Sell Notice shall be irrevocable for a period of thirty (30) days following the date of the Buy/Sell Notice (the "Irrevocable Period"), and the Offeree may, by written notice to Offeror during such Irrevocable Period, either accept the Offeror's offer to sell, or accept the Offeror's offer to buy (but may not accept both), and upon acceptance, the Offeror and the Offeree shall be required to sell or to buy, as applicable. After receipt of a proper Buy/Sell Notice, no other Buy/Sell Notice may be issued by either Member.
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The Buy. Sell Offer shall set forth the dollar value the Offering Member places on the entire equity value (i.e., all of the Membership Interests) of the Company ("COMPANY VALUE"). The Buy-Sell Offer shall state the price in cash (the "OFFERED PRICE") at which the Purchaser offers to buy the entire Membership Interest of the Responding Member, and it shall also state the price in cash (the "SELL-OUT PRICE") at which the Purchaser is willing to sell its entire Membership Interest to the Responding Member. The Sell-Out Price should reflect the identical Company Value as is reflected in the Offered Price, i.e., it should reflect the amount which each Member would receive assuming that all of the assets of the Company have been sold for cash and, after satisfying all liabilities of the Company, the Company has only cash remaining in an amount equal to the Company Value and that a hypothetical distribution of the Company Value is then made to the 43 Members according to the terms of Section 11.2 in complete liquidation of the Company. The entire price (i.e., the Offered Price, or the Sell-Out Price, as the case may be) shall be payable in cash at the closing of such sale. Any sale pursuant to such Buyout Event shall be consummated within one hundred twenty (120) days after actual receipt by the Responding Member of the Buy-Sell Offer as described in Section 9.3(a), and the selling Member must deliver its entire Membership Interest to the Purchaser at the closing, free and clear of all encumbrances and claims.
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The Buy. Sell Offer shall be delivered to the Recipient by the Initiating Joint Venturer via United States mail certified with return receipt requested, and shall be effective as of the date of posting in the mail;
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The Buy. Sell Offer shall provide for a period of sixty (60) days (the "Acceptance Period") for acceptance of the offer to purchase therein contained, and shall stipulate a date (the "Closing Date") for Closing which shall not be less than ten (10) days nor more than thirty (30) days after the expiration of the Acceptance Period.
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The Buy. Sell provisions contained herein may not be invoked during any period after a Notice of Offer has been given and until it is either accepted, rejected or expires pursuant to Section 11.2 hereof.
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The Buy. Sell Agreement and the Right of First Refusal Agreement shall have been terminated and be of no further force or effect;
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The Buy. Sell Agreement is hereby terminated and canceled and shall be of no further force or effect.
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Related to The Buy

  • The Buyer a. is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan; or

  • The Sellers Section 9.01

  • Subscribers Schedule 2.16(a) attached hereto sets forth, as of the ----------- ---------------- date hereof, the Subscribers of the Business as listed by class, type and billing plan. As of the Closing Date, the Business will have no fewer than 8,150 Dial-up Subscribers, 30 Dedicated Subscribers and 200 Web-hosting accounts (in addition to the Excluded Subscribers), all as set forth on Schedule 2.16(a) ---------------- attached hereto. For purposes of this Agreement, the terms "Subscriber" shall mean any active subscriber to Internet services offered by Seller in the Business who has subscribed to a service for at least one month and has paid at least one xxxx, including, without limitation, any person who receives dial-up Internet access or e-mail service through the Business (a "Dial-up Subscriber") and any person who receives Internet access from Seller offering higher data transmission rates than available from dial-up access (a "Dedicated Subscriber"); provided, however, that "Subscriber" shall not include any person -------- ------- who is (i) more than sixty (60) days delinquent in payment of such person's xxxx for such services provided by the Business and (ii) any person receiving complimentary Internet services or Internet services at a promotional discounted rate. Set forth on Schedule 2.16(b) attached hereto is a listing of all such ----------------- accounts which receive complimentary Internet services or Internet services at a promotional discounted rate.

  • Distributor The Distributor represents and warrants that: (i) the Distributor is a limited partnership duly organized and in good standing under New York law; (ii) the Distributor is registered as a broker-dealer under federal and applicable state securities laws and is a member of the NASD; and (iii) the Distributor is registered as an investment adviser under federal securities laws.

  • The FTPS Unit Servicing Agent shall distribute to redeeming FTPS Unit holders of record on its books redemption proceeds it receives pursuant to Section 5.02 of the Standard Terms and Conditions of Trust from the Trustee as the sole record owner of FTPS Units on the Trustee's books.

  • The P C. agrees to conduct the Practice in compliance with all applicable laws, rules and ordinances.

  • The Selling Stockholders understand that the Underwriters intend to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge and agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter.

  • Contact with Customers and Suppliers Until the Closing Date, the Buyer shall not, and shall cause its Affiliates and direct its other Representatives not to, contact or communicate with the employees, customers, suppliers, distributors or licensors of the Acquired Entities, or any other Persons having a business relationship with the Acquired Entities, concerning the transactions contemplated hereby or any of the foregoing relationships without the prior written consent of the Seller.

  • CONCERNING THE CUSTOMER 1. The Customer shall promptly deliver to the Bank written notice of any change in the Officers authorized to sign Share certificates, Certificates, notifications or requests, together with a specimen signature of each new Officer. In the event any Officer who shall have signed manually or whose facsimile signature shall have been affixed to blank Share certificates shall die, resign or be removed prior to issuance of such Share certificates, the Bank may issue such Share certificates as the Share certificates of the Customer notwithstanding such death, resignation or removal, and the Customer shall promptly deliver to the Bank such approvals, adoptions or ratifications as may be required by law.

  • Supplier shall exercise reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by, and shall be without liability to CMA and/or any Fund for any action taken or omitted by it in good faith without negligence including, without limitation, acting in accordance with any Proper Instruction. Supplier shall be entitled to rely on and may act upon the advice of counsel (who may be counsel for CMA or any Fund) on all matters arising in connection with the Services. At any time, Supplier may apply to any officer of CMA or a Fund for instructions and may consult with outside counsel for CMA or the applicable Fund or the independent auditors for the Fund at the expense of the Fund, or other individuals designated in writing by CMA or the Fund, for advice with respect to any matter arising in connection with the Services. Supplier shall not be liable, and shall be indemnified by each Fund or CMA, as applicable, for any action taken or omitted by it in good faith in reliance upon any such instructions or advice or upon any paper or document believed by it to be genuine and to have been signed by such officers or individuals. Supplier shall not be held to have notice of any change of authority of any officer or individual until receipt of written notice thereof from the Fund or CMA. Nothing in this Section shall be construed as imposing upon Supplier any obligation to seek such instructions or advice. Without in any way limiting the generality of the foregoing, Supplier shall in no event be liable for any loss or damage arising from causes beyond its control including, without limitation, delay or cessation of services hereunder or any damages to CMA or a Fund resulting therefrom as a result of work stoppage, power or other mechanical failure, natural disaster, governmental action, communication disruption or other impossibility of performance.

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