Common use of Buy-Sell Procedure Clause in Contracts

Buy-Sell Procedure. (a) AFTER THE FIFTH ANNIVERSARY OF THE EFFECTIVE DATE. After the fifth anniversary of the Effective Date, whether or not an IPO has occurred, a Member Group may initiate a buy-sell procedure (the "Buy-Sell Procedure") by giving the other Member Group a notice referring to this Section 9.9(a) (the "Section 9.9(a) Notice"), which notice shall specify a cash purchase price per Interest or per share, as applicable, for all of the Interests in the Company then held by the other Member Group, and contain an irrevocable offer to purchase such Interests, and to sell all of the Interests in the Company then held by the initiating Member Group, at such price. The non-initiating Member Group may exercise its right to purchase or sell by notifying the initiating Member Group of its election within 90 days after delivery of the Section 9.9(a) Notice; provided, that the DCC Member Group may not initiate the Buy-Sell Procedure, or elect to buy in the event that the AWS Member Group initiates the Buy-Sell Procedure, without concurrently providing to the AWS Member Group a firm commitment, including a "material adverse change" condition (which may include a condition relating to disruption of the financial markets), reasonably acceptable to the AWS Member Group, from a financial institution reasonably acceptable to the AWS Member Group, to underwrite the purchase price. The closing of any such purchase and sale will occur within 90 days after the end of such 90-day period, subject to extension for obtaining by Final Order any regulatory approvals.

Buy-Sell Procedure. (a) AFTER THE FIFTH ANNIVERSARY OF THE EFFECTIVE DATE. After the fifth anniversary of the Effective Date, whether or not an IPO has occurred, a Member Group may initiate a buy-sell procedure (the "Buy-Sell Procedure") by giving the other Member Group a notice referring to this Section 9.9(a) (the "Section 9.9(a) Notice"), which notice shall specify a cash purchase price per Interest or per share, as applicable, for all of the Interests in the Company then held by the other Member Group, and contain an irrevocable offer to purchase such Interests, and to sell all of the Interests in the Company then held by the initiating Member Group, at such price. The non-initiating Member Group may exercise its right to purchase or sell by notifying the initiating Member Group of its election within 90 days after delivery of the Section 9.9(a) Notice; provided, that the DCC Member Group may not initiate the Buy-Sell Procedure, or elect to buy in the event that the AWS Member Group initiates the Buy-Sell Procedure, without concurrently providing to the AWS Member Group a firm commitment, including a "material adverse change" condition (which may include a condition relating to disruption of the financial markets), reasonably acceptable to the AWS Member Group, from a financial institution reasonably acceptable to the AWS Member Group, . to underwrite the purchase price. The closing of any such purchase and sale will occur within 90 days after the end of such 90-day period, subject to extension for obtaining by Final Order any regulatory approvals.