Call Right in Favor of Propco Clause Samples

A Call Right in Favor of Propco is a contractual provision that grants Propco the option to purchase a specified asset or interest from another party, typically under predetermined conditions or within a certain timeframe. In practice, this means Propco can initiate the acquisition of property, shares, or partnership interests, often at a set price or according to a formula outlined in the agreement. The core function of this clause is to give Propco flexibility and control over future ownership, allowing it to secure assets when strategic or financial circumstances make it advantageous, and thereby manage risk or ensure long-term planning.
Call Right in Favor of Propco. (a) At any time, Propco shall have the right to exercise the Call Right in accordance with the procedures set forth in this Section 2. (b) As a condition to exercising the Call Right, on or prior to the expiration of the Propco Election Period, Propco shall deliver to Owner a notice of Propco’s intention to exercise the Call Right and a request for the Property Package from Owner (the “Property Package Request”). As promptly as practicable after receipt of the Property Package Request, Owner shall (unless clause (d)(i) below is applicable) provide to Propco a package of information (the “Property Package”), which shall set forth all material information with respect to the Call Right including, without limitation, the following: (i) the material acquisition terms, including, without limitation, the Purchase Price and the proposed Closing Date; (ii) an initial draft of the Property Lease, which Property Lease shall comply with the terms of this Agreement; (iii) a description of any regulatory approvals that would be required in connection with the exercise of the Call Right and the consummation of the transactions contemplated thereby; and (iv) a detailed explanation of the computation of the Purchase Price and the Property Lease Rent. Promptly upon Owner’s reasonable request therefor, Propco shall provide to Owner additional information related to the Call Right, to the extent such information is reasonably available to Propco.6 Propco agrees to cooperate with Owner and use commercially reasonable efforts to provide information to Owner in connection with Owner’s preparation of the Property Package (including, without limitation, providing any information necessary to aid Owner in determining the regulatory approvals applicable Propco and the Call Right). (c) If Propco does not deliver the Property Package Request to Owner in accordance with the above prior to the expiration of the Propco Election Period, this Agreement shall automatically terminate with respect to the Property. (i) If upon receipt of the Property Package Request Owner (1) believes that the Property is subject to a Debt Limitation or (2) believes that the consummation of the Call Right will not be approved by the applicable Gaming Authorities or will otherwise not comply with applicable laws and regulations, Owner shall notify Propco thereof within ten (10) Business Days of Owner’s receipt of the Property Package Request. In such event, Owner and Propco shall negotiate in good faith for a ...
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Call Right in Favor of Propco. (a) (a) Call Right. At any time, Propco shall have the right to exercise the Call Right in accordance with the procedures set forth in this Section 2.
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Call Right in Favor of Propco 
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Related to Call Right in Favor of Propco

  • Right of Co-Sale To the extent the Investors do not exercise their respective Rights of First Refusal (the “Co-Sale Right Holders”) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Notice.

  • Call Rights In the event of (i) the termination of the Optionee's employment with Resorts at any time, under any circumstances and for any or no reason, (ii) a Change in Control or (iii) any transfer of any Option Shares by the Optionee under any circumstances (other than to a trust controlled by the Optionee for estate planning purposes, the trustee of which agrees in writing to be subject in all events and for all purposes to the Company's Call as set forth herein), including pursuant to any arrangement, proceeding, decree, judgment, order or application of law relating to the division of property for domestic relations purposes (each a "Call Event"), for a period commencing on the date of such event and expiring upon the Company's Initial Public Offering (the "Call Exercise Period"), the Company shall have the right to purchase from the Optionee, in accordance with the terms hereof and of Section 2.4(e) of the Stockholders Agreement (the "Call") (y) any or all of such portion of the Option as shall relate to vested and exercisable Option Shares as of the date written notice is given (the "Call Exercise Date"), and/or (z) any or all Option Shares owned by the Optionee as of the end of business on the Call Exercise Date. (a) The following terms and conditions shall apply to the exercise of the Call: (i) If exercising its rights under (y) above, the Company shall pay the Optionee an amount in cash equal to the product of (A) the excess, if any, of the Fair Market Value (as defined, for purposes of this Section 6, in the Stockholders Agreement with respect to Employee Stockholders other than the Qualified Stockholders) of a share of Class A Common Stock or Class B Common Stock, as applicable, as of the first applicable Call Event (the "Call Price") over the Class A Option Exercise Price or Class B Option Exercise Price, as applicable, and (B) the number of shares of Class A Common Stock or Class B Common Stock, as applicable, that the portion of the Option being purchased by the Company pursuant to the Call would otherwise entitle the Optionee to purchase. (ii) If exercising its rights under (z) above, the Company shall pay the Optionee an amount equal to the product of (A) the Call Price and (B) the number of Option Shares being purchased pursuant thereto. (b) The Company may elect to exercise the Call, at its discretion, at any time prior to the end of the Call Exercise Period in accordance with the procedures set forth in Section 2.4 of the Stockholders Agreement with respect to "Offered Securities;" provided, however, that if the Company does not exercise the Call within fifteen (15) days after the occurrence of the first Call Event, the Call Price for the Option Shares being repurchased, as determined above, shall be increased by 10% interest (6% interest if the Call Event occurs in connection with the Optionee's termination of employment by the Company for Cause (as defined in the Employment Agreement) or the Optionee's resignation from employment with the Company), compounded annually on the basis of the actual number of days elapsed over a year of 365 days, from the date of such Call Event until the date of the Company's payment. (c) Notwithstanding any other provision hereof, the Company may assign, without the consent of the Optionee, its rights under this Section 6. (d) Unless the Company shall have given prior notice of its intent to exercise the Call, the Call shall terminate upon the closing of the Company's Initial Public Offering.

  • Acquisition of Property The Contractor shall document that all property was acquired consistent with its engineering, production planning, and property control operations.

  • Transfer of Property On the date set forth above, the Grantor transferred to the Trust Estate and assets described in Attachment A which is attached and incorporated into the Trust. The Grantor or someone acting on the Grantor’s behalf may transfer property, during the life of the Grantor or by the Grantor’s Will, to the Trust and list such property on Attachment A. The Grantor, along with any other individual, may transfer property to the ownership of the Trust. Property may be added to the Trust by writing in Attachment A, by attached receipt, or by placing the property under the ownership of the Trust. Attachment A is for reference only, and any property transferred to the Trust formally or informally, but not listed on Attachment A, is also part of the Trust. All property transferred to the Trust formally or informally, together with the investments and reinvestments, as well as any income earned is sometimes collectively referred to herein as the "Trust Estate". All property transferred to or deposited with the Trustee shall be held by it in trust for the uses and purposes stated herein.

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.