Buy-Sell definition

Buy-Sell has the meaning set forth in Section 9.6.1.

Buy-Sell. This clause can only be invoked after the two-year standstill period as described above or earlier by a non-defaulting Party if there is a default by the other Party and after a cure period of 10 days for minor defaults (no right to cure for major defaults). The list of defaults to be agreed prior to the end of the Due Diligence Period (and, if applicable, the Fifteen-Day Period). > The initiating Party stipulates its desire to sell its shares or units at Fair Market Value (the most recent appraisal price or, if the appraisal is more than 6 months old, at an updated appraisal price); > The non-initiating Party is then obligated to either sell all of its shares or units for cash at that price or purchase all of the shares (or units) then owned by the initiating Party at that price for cash; > The non-initiating Party has 90 days to agree to buy or sell the shares or units with an additional 90 days to close.

Buy-Sell means a written offer to buy or sell stock of the Corporation at a specified price per share and upon specified terms of payment (including down payment, term, interest). The Offeree(s) as a whole or partial group may, within the time specified in the offer (which time shall be at least twenty (20) days from the date of the receipt of such written offer, the " Election Period"), elect by written notice to the Offeror to regard the offer as an offer to sell by the Offeror and elect to purchase all or part of the stock of the Offeror upon the price per share and terms specified, each Offeree purchasing his proportionate share (based on the ratio of his stockholdings to the stockholdings of all the other electing Offeree(s)); provided, that, if a partial election is made, it must be made, if at all, as to a minimum number of shares of said stock owned by the Offeror equal to the number of shares owned by the Offeree(s) immediately prior to the offer (herein "Minimum Offer"). If the election to purchase is exercised by the Offeree(s), the closing thereof shall be no later than thirty (30) days after the written notice to exercise purchase is given to the Offeror. If the Offeree(s) shall make no such election to purchase prior to the expiration of the aforementioned Election Period or shall earlier expressly waive their right to regard the offer as an offer to sell by the Offeror, each Offeree shall be deemed to have sold and the Offeror shall be deemed to have purchased upon the price and terms contained in the buy/sell offer a proportionate share (based on the ratio of each Offeree's stockholdings to the stockholdings of all the Offerees) of stock of each Offeree such that the aggregate purchase by the Offeror shall equal the lesser of all of the shares owned immediately prior by the Offeror or Offerees. In such event, the closing thereof shall be no later than thirty (30) days after the date of the deemed purchase. An Offeror cannot offer to buy or sell more shares of stock of the Corporation than he owns immediately prior to the offer. Notwithstanding anything herein to the contrary, no Shareholder shall be permitted to make a "buy/sell offer" more than once in any twelve (12) month period without the consent of all Shareholders of the Corporation.

Buy-Sell means a transaction under Section 11.6.

Buy-Sell means the right set forth in Section 8.4 of the Joint Venture Agreement.

Buy-Sell means the exercise of the Seller’s Buy/Sell rights under the Limited Partnership Agreement.

Buy-Sell. Provisions? • Owners of closely-held businesses want to keep ownership of business “in the family”, with no ownership by “outsiders” who don’t add value • When an owner dies, his/her shares may be transferred to an “outsider” • When an owner withdraws from the business (or is forced out), he/she becomes an “outsider” • When an owner divorces or files for bankruptcy, his/her shares may be transferred to an “outsider” by operation of law Your Goals in Drafting “Buy-Sell” Provisions • Provide for a repurchase of shares/equity by the company and/or the other owners when an owner dies or otherwise withdraws (voluntarily or involuntarily) from the business; • At a price that is fair to both the company and the withdrawing owner; and • In a way that ensures that any dispute about the value of a shareholder’s/member’s shares is resolved cleanly and quickly, so the remaining owners can get on with their business --- ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ November 18, 2016 • See my presentation from last year’s “Representing the Startup Venture” symposium [included in your course materials] • Build a relationship with local valuation firms Suggestions for Further Reading • “Forms for Small Business Entities” by ▇▇▇▇▇ ▇▇▇▇▇▇ (ThomsonReuters/West); • “Closely Held Corporations: Forms and Checklists” by ▇▇▇▇▇ ▇▇▇▇▇▇ (ThomsonReuters/West); • Business/Corporate and Banking Law and Practice 2015-2016 (NYSBA) • Limited Liability Companies 2015-2016 (NYSBA) THE FINER POINTS OF “BUY-SELL” AGREEMENTS FOR LLCS AND CORPORATIONS • Views expressed in this program are ▇▇▇▇▇ ▇▇▇▇▇▇’▇ own, and do not reflect the views of NYSBA, its subsidiaries and affiliates. • Legal and tax information presented in this program SHOULD NOT be relied upon as legal or tax advice, which can only be given by a lawyer, accountant or other professional licensed to practice in your state.

Buy-Sell. Slot Rule: Airline Deregulation at the Crossroads”, J. Air L. & Comm., Vol.52(1986), p.11.

Buy-Sell means the buy / sell rights set forth in Section 8.2 of each Existing Venture Agreement.