Sale Option Clause Samples
A Sale Option clause grants one party the right to require the sale of a specified asset or interest under certain conditions. Typically, this clause outlines the process for exercising the option, including notice requirements, pricing mechanisms, and timelines for completion. Its core practical function is to provide flexibility and a clear exit strategy, allowing parties to manage risk or realize value in changing circumstances.
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Sale Option. (a) The Class B Member shall have the right, but not the obligation (the “Sale Option”), on the tenth anniversary of the Execution Date (the “Sale Option Date”), upon giving the Company and all other Members at least 60 days’ advance written notice, to sell all (and not less than all) of its Class B Membership Interests to the Class A Member by exercise of the Sale Option (the “Sale Notice”).
(b) The consideration for the Transfer of the Class B Membership Interests to the Class A Member pursuant to the Sale Option shall be an amount (payable in United States dollars) equal to the Sale Price.
(c) If the Sale Option is exercised, the closing of such Transfer shall occur on (i) the tenth anniversary of the Execution Date (or, if not a Business Day, the Business Day immediately preceding the tenth anniversary of the Execution Date) or (ii) such later date as may be required to obtain either a determination of the Sale Price or any applicable consents or approvals or satisfy any reporting or waiting period under any applicable Legal Requirements.
(d) If the Sale Option is exercised, at the closing of the Transfer, (1) each Class A Member which has received a Sale Notice shall pay (by wire transfer of immediately available United States dollars to such United States bank accounts as a Class B Member selling its respective Class B Interests may designate in a written notice to the Company and Class A Members no later than five Business Days prior to the closing date for the Transfer pursuant to the Sale Option) an amount equal to the Sale Price (determined in accordance with Section 9.8(b)), and (2) such Class B Member shall take the following actions: (i) such Class B Member shall Transfer to the applicable Class A Member all right, title and interest in and to the Class B Membership Interests, free and clear of all Encumbrances other than Permitted Encumbrances; (ii) such Class B Member shall be required to make the representations on Schedule 9 attached hereto to the applicable Class A Member and the Company; and (iii) such Class B Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class B Membership Interests contemplated by this section. Upon the closing of such Transfer, (A) all of such Class B Member’s obligations and liabilities associated with the Class B Membership Interests which are the subject of such Transfer will terminate except those obli...
Sale Option. If Lessee elects the Sale Option, then during the period prior to the Termination Date, Lessee, as agent for Agent and Lessors and at no expense to Agent and Lessors, shall use its commercial best efforts to obtain bids for the purchase in immediately available funds on the Termination Date of the Vehicles from prospective purchasers which are unaffiliated with Lessee and are financially capable of purchasing the Vehicles (Qualified Purchasers). The Agent may also, if it so desires, seek to obtain such bids. All bids received by Lessee or Agent, within five Business Days after receipt thereof, shall be certified to the other in writing setting forth the name and address of the party submitting each such bid and the amount and terms thereof. If any bid is received from a Qualified Purchaser for an amount in excess of the Lessor Risk Amount, or if Agent agrees in its sole and absolute discretion to accept a bid for less than the Lessor Risk Amount, then on the Termination Date (i) the Vehicles shall be sold on an as-is, where-is basis (without recourse to or warranty from Agent and Lessors, except that the Vehicles are free of Lessor Liens), to the bidder, which is a Qualified Purchaser, selected by Lessee after consultation with Agent (the Purchaser), provided, however, that Lessee may not reject the highest bidder if the next highest bid is not at least equal to the Lessor Risk Amount; (ii) Lessee shall make the Vehicles available to the Purchaser in the same manner and in the same condition and otherwise in accordance with this Lease as if delivery were made to Agent pursuant to Article IX, (iii) such Purchaser shall pay the sale proceeds in immediately available funds to Agent for the benefit of Lessors, (iv) Lessee shall pay to Agent, for the benefit of the Lessors, in immediately available funds (x) all accrued unpaid Rent and all other amounts, if any then due and owing under this Lease, and (y) an amount equal to the excess, if any, of (A) the Termination Value as of the Termination Date over (B) the sale proceeds (but in no event shall such amount payable by Lessee under this clause (y) exceed the applicable Lessee Risk Amount), (v) Agent shall pay to Lessee in immediately available funds an amount equal to the excess, if any, of (A) the sale proceeds over (B) the Termination Value as of the Termination Date, (vi) title to the Vehicles shall be transferred to such Purchaser free and clear of Lessor Liens, and (vii) Agent, on behalf of Lessors, shall...
Sale Option. If no Lease Payment/Bankruptcy Default or Lease Event of Default shall have occurred and be continuing, then Lessee may cause all (but not less than all) of the Sites subject to the Lease Supplements to be sold on the last day of the Lease Term for cash to a purchaser or purchasers not affiliated in any way with Lessee (the "Sale Option"); provided that each Land Interest and the Facility thereon shall be sold to the same Person and all Land Interests and all Facilities thereon shall be sold to one or more Persons in the same transaction; and provided further that in connection with the sale of each Facility located on a Non-Acquired Land Interest, Lessee shall be obligated to sell the related Land Interest as well. In the event Lessee timely elects the Sale Option, on the last day of the Lease Term, Lessee will pay as Supplemental Rent to Lessor the amounts determined in accordance with Section 6.4(b) until the Lease Balance and all other amounts payable under the Operative Documents have been paid in full.
Sale Option. Notwithstanding any other provision of this Agreement, at any time subsequent to the fifth anniversary of the date hereof, GEI shall have the option to compel the Company to initiate and consummate a sale of all or substantially all of the Company and the Surviving Corporation pursuant to an auction process, by the delivery to the Board of Directors of the Company of a written notice to that effect (a “Sale Notice”). The sale of the Company and the Surviving Corporation may take the form of a stock sale, asset sale, merger or any other form whatsoever, to be determined by GEI in its sole discretion. For the avoidance of doubt, in any sale pursuant to this Section 5.1, each Holder shall receive the same consideration per share of Capital Stock as each other Holder and the terms and conditions of such sale shall be the same for each Holder.
Sale Option. Notwithstanding any other provision of this Agreement, and subject to Section 8.2, at any time subsequent to the sixth anniversary of the date hereof, and so long as a Qualified IPO has not yet occurred, CCMP shall have the option to compel the Company to initiate and consummate a sale of all or substantially all of the equity interests in or assets of the Company (a “Company Sale”) pursuant to an auction process (the “Company Sale Auction”), by the delivery to the Board of Directors of the Company and each of the Principal Investors of a written notice to that effect (a “Sale Notice”). The sale of the Company may take the form of a stock sale, asset sale, merger or any other form whatsoever, to be determined by CCMP in its sole discretion, and each Holder shall be permitted to participate in the Company Sale Auction. For the avoidance of doubt, in any sale pursuant to this Section 8.1, each Holder shall receive the same consideration per share of Capital Stock as each other Holder and the terms and conditions of such sale shall be the same for each Holder.
Sale Option. If no Lease Default or Lease Event of Default ----------- shall have occurred and be continuing, then Lessee may cause all (but not less than all) Systems that are subject to a Lease Supplement to be sold on the last day of the applicable Lease Supplement Term for cash to a purchaser or purchasers not affiliated in any way with Lessee (the "Sale Option") in ----------- accordance with Sections 4.4 and 4.5. In the event Lessee timely elects the ------------ --- Sale Option, Lessee shall pay to Lessor on the last day of the applicable Lease Supplement Term, as Supplemental Rent or Base Rent, as applicable, the amounts determined in accordance with Sections 4.5(c) and 4.5(d). --------------- ------
Sale Option. So long as (a) Programmer has not exercised its Purchase Option, (b)
Sale Option. 38- 21.1. Sale Option Procedures.....................................................-38- 21.2. Sale.......................................................................-39- 21.3. Application of Sale Proceeds and Recourse Payments.................................................................-40- 21.4. Failure to Sell Premises...................................................-40-
Sale Option. In the event that the Lessee elects neither to enter into a Renewal Lease, nor to exercise the Lessee Purchase Option with respect to all of the Leased Equipment, the Lessee may provide notice to the Lessor on, or prior to, the Purchase Decision Date, that it will cause the Leased Equipment, or such Categories of Leased Equipment not subject to the Lessee Purchase Option, as the case may be, to be sold on the Final Maturity Date in an auction (the "AUCTION") to a purchaser or purchasers not affiliated in any way with the Lessee (the "SALE OPTION").
Sale Option. Subject to the terms and conditions of this Agreement, the General Partner may exercise an option (the “Option”) to issue and sell on behalf of the Partnership, at any time during the six months following the Initial Closing, at a second closing pursuant to Section 2.02(b) below (the “Option Closing,” together with the Initial Closing, the “Closings”), and the Purchaser agrees to purchase from the Partnership, the number of Series A Preferred Units described immediately below (the “Option Units,” together with the Initial Units, the “Purchased Units”) for an aggregate cash purchase price of up to $6,500,000 (the actual aggregate dollar