Buy Out Right Clause Samples

Buy Out Right. At any time during the ninety (90) day period beginning twenty four (24) months after the Effective Date (the "Buy-Out Period"), AOL shall have the right to terminate this Agreement by providing ICP written notice (the "Buy-Out Right"

Buy Out Right. Subject to the terms of this Section 9.3, at any time following the occurrence and during the continuance of a Senior Event of Default, the Subordinated Lender shall have the right but not the obligation to deliver a notice to the Senior Agent (a "Buy-Out Notice") to acquire all right, title and interest of the Senior Creditors under the Senior Documents. In addition, Senior Agent shall, to the extent it is not stayed or otherwise prevented by law from doing so, give the Subordinated Creditors written notice of any proposed acceleration or of Senior Agent’s intent to foreclose upon all or a material portion of the Collateral not less than five (5) days prior to taking such action. Senior Agent shall agree to forbear from exercising any Enforcement Action to realize upon any Lien of the Collateral if the Senior Agent receives, on or before the fifth day following the date the acceleration notice is given, a committed Buy-Out Notice from the Subordinated Creditors. No later than ten (10) business days after delivery of the committed Buy-Out Notice, the applicable Subordinated Creditors shall (i) pay to the Senior Agent an amount equal to the total Senior Obligations owing to each Senior Creditor, (ii) take steps to ensure that any outstanding Letters of Credit under the Existing Senior Credit Agreement are terminated (or cash collateralized or defeased in accordance with the terms of the Senior Documents) and (iii) provide evidence acceptable to the Senior Agent in its sole discretion that all claims of third parties against the Senior Agent and the applicable Senior Creditors have been released (including, without limitation, any claims of any Production or Distribution Party). Upon the delivery of a Buy-Out Notice, the Subordinated Creditors shall be irrevocably committed to take each of the foregoing actions in clauses (i) through (iii) within ten (10) business days of the delivery thereof. Upon completion of the foregoing actions by the Subordinated Creditors, the Senior Agent shall assign to the Subordinated Lender all right, title and interest of the Senior Creditors under the Senior Documents (other than indemnification and other obligations that by the terms of the Senior Documents survive repayment of the Senior Obligations), without representation, warranty or recourse (other than the representation and warranty that the Senior Agent has the right to make such assignment and such assignment is made free of liens created by the assignee).

Buy Out Right. On and after the Funding Date, the Lead Seller may, in its sole discretion, terminate this Agreement and repurchase the Purchased Royalty Interest by delivering an irrevocable written notice (a “Buy-Out Notice”) to each Purchaser of its election to make the Buy-Out Payment. The Lead Seller shall, by no later than [***] following delivery of the Buy-Out Notice to the Purchasers, pay to (i) each Purchaser its Pro Rata Share of the Buy-Out Payment and (ii) the Collateral Agent and each Purchaser, any outstanding Reimbursable

Buy Out Right. Upon the occurrence of an event of default of the type described in Section 6.2 above, the non-defaulting Member (in lieu of electing to dissolve the Company) may elect, within sixty (60) days of the date of the event of default, to purchase the defaulting Member's interest in the Company for a price equal to the "Fair Market Value" of the interest, less a twenty percent (20%) discount. The "Fair Market Value" means the fair market value which will be computed as set forth in the attached Exhibit "B". If prior to the date which is the fifth anniversary of the Commencement Date ("the Fifth Anniversary") a non-defaulting Member elects to purchase the defaulting Member's interest, the defaulting Member's obligations with respect to Section 10.3.

Buy Out Right. At any time prior to the Sharing Termination Date, the Company, in its sole discretion, may repurchase each Investor’s Royalty Right by paying such Investor a cash amount equal to the amount such Investor would have earned (in cash and Xtra Shares) under Section 1.1.1 above, assuming that XFat Net Revenues during the Sharing Period were $100,000,000, less what was actually previously paid to such Investor.

Buy Out Right. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction that is not approved by the Company’s Board of Directors, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction in the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the last VWAP immediately prior to the public announcement of such Fundamental Transaction(D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within five Business Days of the Holder’s election (or, if later, on the effective date ...

Buy Out Right. 5.1 The Corporation may, by giving Holder not less than 10 Business Days’ notice, redeem the Debenture in cash at par together with all accrued but unpaid interest, fees, costs and expenses payable under the terms of the Debenture and this Agreement (the date on which such redemption occurs, the “Redemption Date”), provided that Holder is not restricted from receiving such payment under the terms of the Subordination Agreement. Payment to Holder shall be made to such account as Holder may notify Corporation in writing, for value on the date when due, and shall be made in immediately available funds, without abatement, set-off or counterclaim for any reason whatsoever. Notwithstanding anything herein to the contrary, Corporation shall have no obligation to pay any extension fee that would otherwise payable hereunder on a Fee Payment Date that occurs after the Redemption Date or any interest that would accrue under the Debenture after the Redemption Date.

Buy Out Right. MGI shall have the right to purchase the Shares of Swico and all Permitted Transferees to which Swico shall have transferred Shares hereunder on July 1, 2017 and each fifth anniversary thereof (each such date or, if such date is not a business day, the next following business day, a “Buy-Out Date”), by notice to Swico at least eighteen (18) months prior to any Buy-Out Date, at the Buy-Out Price (as defined below). Upon receipt of such notice, Swico and any such Permitted Transferees shall be required to so transfer their Shares to MGI on the Buy-Out Date.

Buy Out Right. If a Control Notice is given in accordance with Section 9.04(a) that involves or relates to a Change of Member Control of El Paso GP Holdco (or any Transferee thereof admitted as a Substituted Member pursuant to Section 9.02), then the