Sale Structure Clause Samples

Sale Structure. In connection with the sale of any Property which has the Approval of Partners pursuant to Section 8.2(b), the General Partner shall structure the transaction pursuant to one of the four options listed below; provided, however, that the Limited Partner must Approve which of the following options is to be utilized (and the numbered steps within each option shall be sequential but effectively simultaneous, and the structures designated by the Limited Partner shall occur contemporaneously with the sale of the applicable Property by the REIT Owner which has been Approved by the Partners pursuant to Section 8.2(b)): (a) The Partnership shall distribute to the Partners all of the Partnership’s voting shares of stock in the REIT Owner pro rata based on each Partner’s respective Distribution Share; (b) the Limited Partner shall sell, and the General Partner or one of its Affiliates shall purchase, the shares of the stock in the REIT Owner distributed to the Limited Partner for an amount equal to the Limited Partner’s Distribution Share; (c) the General Partner, as the holder of 100% of the voting shares of the REIT Owner’s stock, shall cause the REIT Owner to sell the related Property to the third-party purchaser for the Agreed Purchase Price; and (d) the REIT Owner shall distribute the net proceeds resulting from the sale to the General Partner (which should equal the total of the Distribution Share for each Partner), in any manner which the General Partner deems appropriate. (a) The Partnership shall cause the REIT Owner to sell its Property to the third party purchaser for the Agreed Purchase Price; (b) immediately following the sale of the Property, the Partnership will distribute to the Partners all of the voting shares of stock in the REIT Owner pro rata based on their Distribution Shares; (c) concurrently with the distribution of the REIT Owner’s shares, the Partners will enter into a shareholders’ agreement pursuant to which they will agree that neither shall permit or cause the REIT Owner to declare a capital gain distribution or liquidation or permit such REIT Owner to acquire any new Properties without the Approval of the other Partner; (d) the Limited Partner shall sell, and the General Partner shall purchase, the Limited Partner’s stock ownership interest in the REIT Owner for the amount of the Limited Partner’s Distribution Share; and (e) thereafter, the General Partner shall have discretion and authority to exercise any and all rights available to i...
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Sale Structure. Following the full execution hereof, we agree to have our respective accountants and lawyers confer to determine the most advantageous sale structure -- stock or asset sale -- and to cooperate in effectuating same. If the foregoing is acceptable to you, please so indicate by signing the attached copy of this letter and returning same to the undersigned. This offer shall be deemed withdrawn if not accepted in writing prior to February 17, 1998. Cordially, /S/ Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Agreed and accepted this __ day of February 1998. PRODUCTION SERVICES -- ATLANTA, INC. By /S/ ---------------------------------------- Mari▇▇ ▇▇▇▇▇▇▇, personally and on behalf of the Company cc: Davi▇ ▇▇▇▇▇▇▇▇ 4 March 6, 1998 VIA FAX (404)▇▇▇-▇▇▇▇ & ▇AIL Mari▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇u▇▇ ▇▇▇▇▇▇▇ ▇▇▇duction Services-Atlanta, Inc. 2000 ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ RE: MODIFICATION TO PURCHASE AGREEMENT Dear Mari▇▇ ▇▇▇ Mrs. ▇▇▇▇▇▇▇: Your proposal of March 4, 1998 is acceptable with the following clarifications and modifications: 1. The purchase price shall be two million one hundred thousand dollars ($2,100,000). However, we will agree that $600,000 of the price shall be evidenced by 600,000 shares of common stock of Shotmaker, even though it is currently trading for slightly less than $1. 2. The note described in paragraph 2b shall be secured by a second position on all of the assets we are acquiring from you, not all of the assets of Shotmaker. 3. As control shareholder, we shall recommend Mari▇▇ ▇▇▇▇▇▇▇ ▇▇▇ a board seat at the next regularly scheduled meeting of the shareholders. In any event, Mari▇▇ ▇▇▇ll be assured a position on the Shotmaker Advisory Board. 4. Shotmaker will assume all prospective operating expenses, such as payroll and leases as of the closing, provided said obligations are disclosed, reviewed by us and approved prior to the closing. Shotmaker has approved and will assume the leases for the Atlanta office space, the Nashville office space and the Atlanta studio space. Since this is an asset purchase, we will not be assuming any liabilities, except as expressly agreed in writing. As to payroll, we will hire certain of your employees as of the date of the closing and any accrued vacation pay or other prior obligations to them shall be your responsibility.
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Related to Sale Structure

  • Group Structure 17.1 The Company does not have any Subsidiary nor has it at any time a member of or the beneficial owner of any shares, securities or other interest in any company or other person.

  • Management Structure Describe the overall management approach toward planning and implementing the contract. Include an organization chart for the management of the contract, if awarded.

  • Agreement Structure This Agreement includes Part 1 - General Terms, Part 2 - Country-unique Terms (if any), the LI, and the ▇▇▇ and is the complete agreement between Licensee and Lenovo regarding the use of the Program. It replaces any prior oral or written communications between Licensee and Lenovo concerning Licensee’s use of the Program. The terms of Part 2 may replace or modify those of Part 1. To the extent of any conflict, the LI prevails over both Parts.

  • Fee Structure In consideration of Consultant providing services, Municipality shall pay Consultant for Services performed in accordance with Exhibit A – List of Services and Fee Schedule.

  • Framework Management Structure The Supplier shall provide a suitably qualified nominated contact (the “Supplier Framework Manager”) who will take overall responsibility for delivering the Goods and/or Services required within this Framework Agreement, as well as a suitably qualified deputy to act in their absence. The Supplier shall put in place a structure to manage the Framework in accordance with Framework Schedule 2 (Goods and/or Services and Key Performance Indicators). A full governance structure for the Framework will be agreed between the Parties during the Framework Agreement implementation stage. Following discussions between the Parties following the Framework Commencement Date, the Authority shall produce and issue to the Supplier a draft Supplier Action Plan. The Supplier shall not unreasonably withhold its agreement to the draft Supplier Action Plan. The Supplier Action Plan shall, unless the Authority otherwise Approves, be agreed between the Parties and come into effect within two weeks from receipt by the Supplier of the draft Supplier Action Plan. The Supplier Action Plan shall be maintained and updated on an ongoing basis by the Authority. Any changes to the Supplier Action Plan shall be notified by the Authority to the Supplier. The Supplier shall not unreasonably withhold its agreement to any changes to the Supplier Action Plan. Any such changes shall, unless the Authority otherwise Approves, be agreed between the Parties and come into effect within two weeks from receipt by the Supplier of the Authority’s notification. Regular performance review meetings will take place at the Authority’s premises throughout the Framework Period and thereafter until the Framework Expiry Date (“Supplier Review Meetings”). The exact timings and frequencies of such Supplier Review Meetings will be determined by the Authority following the conclusion of the Framework Agreement. It is anticipated that the frequency of the Supplier Review Meetings will be once every month or less. The Parties shall be flexible about the timings of these meetings. The purpose of the Supplier Review Meetings will be to review the Supplier’s performance under this Framework Agreement and, where applicable, the Supplier’s adherence to the Supplier Action Plan. The agenda for each Supplier Review Meeting shall be set by the Authority and communicated to the Supplier in advance of that meeting. The Supplier Review Meetings shall be attended, as a minimum, by the Authority Representative(s) and the Supplier Framework Manager.