Common use of Buy-Sell Provision Clause in Contracts

Buy-Sell Provision. At any time after May 1, 2006, and from time to time thereafter, if either A1 or G1 desire to effect a Sale of the Company they may exercise their respective right to require that the Company be sold by delivery to each of the Stockholders a written notice (the "Trigger Notice") to such effect. Upon delivery of the Trigger Notice, the Company and the Stockholders shall take all necessary and commercially reasonable actions in order to effectuate the sale of the Company. In the event that either (i) the Company has not been sold or the Company does not purchase the Shares of the Majority Seller who delivers the Trigger Notice within 180 days after delivery of such Trigger Notice, or (ii) A1 or G1, as the case may be, indicates in writing that it does not desire to sell the Company or its Shares, then any Majority Seller (the "Offering Majority Seller") shall have the right to designate by delivery of written notice (the "Put/Call Notice") to the other Majority Seller a price and specify the terms and conditions at which such Offering Majority Seller would be willing to sell its Shares or purchase all of the other Majority Seller's Shares and the non-electing Majority Seller would have the option to buy all of the Offering Majority Seller's Shares or to sell to the Offering Majority Seller all such non-electing Majority Seller's Shares at that price and on the same terms and conditions specified in the Put/Call Notice. The Majority Seller that purchases Shares pursuant to this Section 3.3 (the "Purchaser") shall have the Take-Along rights pursuant to Section 3.2 above in respect of the Other Stockholders to purchase the Other Stockholders' Shares at the price and on the same terms and conditions obtained by the Purchaser pursuant to this Section 3.3. In addition, the Other Stockholders shall have the Come Along Rights pursuant to Section 3.1 above to require the Purchaser, to purchase their respective Shares at the price and on the same terms and conditions obtained by the Purchaser pursuant to this Section 3.3. Furthermore, in the event that this provision triggers a Sale of the Company, the rights pursuant to Sections 3.1 and 3.2 given to the Majority Sellers or the Other Stockholders, as the case may be, are also applicable. The Majority Seller who receives the Put/Call Notice shall exercise its option to buy or sell the Shares within ninety (90) days from the date of delivery of the Put/Call Notice. If the Majority Seller who receives the Put/Call Notice does not exercise its option to buy or sell Shares by delivery of a response to the Put/Call Notice, it will be deemed to accept the Offering Majority Seller's offer to buy all of such Offering Majority Seller's Shares. The transaction shall be completed within one hundred and twenty (120) days after the delivery of the Put/Call Notice. At the closing, the selling Majority Seller shall deliver to the Purchaser the certificates representing the Shares, duly endorsed for transfer, as the Purchaser may reasonably require. Upon such delivery, the Purchaser shall deliver to the selling Majority Seller the purchase price for the transferred Shares in accordance with the terms specified in the Put/Call Notice.

Buy-Sell Provision. At (a) If a Partner wishes at any time after May 1the date that is 18 calendar months after the Effective Date, 2006for any reason, to purchase the interests of another Partner and from time its Affiliates in this Partnership, each Partner shall be permitted (but not required) to time thereafter, if either A1 or G1 desire notify the other Partners of its intent to effect a Sale of invoke the Company they may exercise their respective right to require that the Company be sold by delivery to each of the Stockholders a written following procedure: (i) The Partner giving notice (the "Trigger Buy-Sell Notice") shall specify a gross value (i.e., without taking into account liabilities) (the "Stated Value") attributable to such effect. Upon delivery the assets of the Trigger NoticePartnership, and indicate a willingness to be, at the Company and the Stockholders shall take all necessary and commercially reasonable actions in order to effectuate the sale option of the Companyother Partners, either the "Buying Partner" or the "Selling Partner." The Buy-Sell Notice must be delivered with the words "Confidential/Urgent" clearly visible from the exterior of the container in which the Buy-Sell Notice is contained and must expressly alert the other Partners to the 60-day limit described below for response. Delivery shall be in accordance with the notice provisions of this Agreement. (ii) The Partner receiving the Buy-Sell Notice shall have 60 days from the receipt of the Buy-Sell Notice to elect by written notice given to the Partner who gave the Buy-Sell Notice to be either the Selling Partner or the Buying Partner. In the event that either the Partner receiving the Buy-Sell Notice fails to respond within such 60-day period, then the Partner who gave the Buy-Sell Notice shall be the Buying Partner. (iiii) Within 90 days after the Company Buy-Sell Notice has not been given: (1) If SMW GP and SMW LP are the Selling Partners, LB GP and LB LP shall pay to SMW GP and SMW LP in full payment for their interests in this Partnership, the respective amounts they would have received as a General and Limited Partner of this Partnership if the assets of the Partnership had been sold for an amount equal to the Stated Value on the date of such payment, Profit, Loss, and other items of income, gain, loss or deduction were allocated among the Company does not purchase partners in accordance with this Agreement, and the Shares proceeds of such sale (net of liabilities that would have been paid out of such proceeds, including without limitation any amounts due to a Partner or its Affiliates, if such sale had actually occurred) were distributed in accordance with the provisions of this Agreement. SMW GP and SMW LP shall thereupon cease to be members of this Partnership (or have any economic or other interest, directly or indirectly, therein). (2) If LB GP and LB LP are the Selling Partners, SMW GP and SMW LP shall pay to LB GP and LB LP in full payment for their interests in this Partnership, the respective amounts they would have received as a General and Limited Partner of this Partnership if the assets of the Majority Seller who delivers Partnership had been sold for an amount equal to the Trigger Notice within 180 days after delivery Stated Value on the date of such Trigger Noticepayment, Profit, Loss, and other items of income, gain, loss or deduction were allocated among the partners in accordance with this Agreement, and the proceeds of such sale (ii) A1 or G1net of liabilities that would have been paid out of such proceeds, as the case may be, indicates in writing that it does not desire including without limitation any amounts due to sell the Company a Partner or its SharesAffiliates, then if such sale had actually occurred) were distributed in accordance with the provisions of this Agreement. LB GP and LB LP shall thereupon cease to be members of this Partnership (or have any Majority Seller economic or other interest, directly or indirectly, therein). (iv) If the "Offering Majority Seller"Partner receiving the Buy-Sell Notice elects to be the Buying Partner but fails to complete the transaction as described above, the Partner who originally gave such notice shall be entitled to be the Buying Partner as described above. (v) The purchase price to be paid under this Section 11.7 shall have the right to designate by delivery of written notice be payable entirely in cash at closing. (the "Put/Call Notice"vi) Notwithstanding anything to the other Majority Seller a price and specify contrary contained in this Section 11.7, if LB LP or any of its successors or assigns transfers its Partnership Interest or any portion thereof pursuant to Section 11.3 hereof, then, such transferee shall be bound by the terms and conditions at which such Offering Majority Seller would be willing to sell its Shares or purchase all of the other Majority Seller's Shares and the non-electing Majority Seller would have the option to buy all of the Offering Majority Seller's Shares or to sell to the Offering Majority Seller all such non-electing Majority Seller's Shares at that price and on the same terms and conditions specified in the Put/Call Notice. The Majority Seller that purchases Shares pursuant to this Section 3.3 (the "Purchaser") shall have the Take-Along rights pursuant to Section 3.2 above in respect of the Other Stockholders to purchase the Other Stockholders' Shares at the price and on the same terms and conditions obtained by the Purchaser pursuant to this Section 3.3. In addition, the Other Stockholders shall have the Come Along Rights pursuant to Section 3.1 above to require the Purchaser, to purchase their respective Shares at the price and on the same terms and conditions obtained by the Purchaser pursuant to this Section 3.3. Furthermore, in the event that this provision triggers a Sale of the Company, the rights pursuant to Sections 3.1 and 3.2 given to the Majority Sellers or the Other Stockholders, as the case may be, are also applicable. The Majority Seller who receives the Put/Call Notice shall exercise its option to buy or sell the Shares within ninety (90) days from the date of delivery of the Put/Call Notice. If the Majority Seller who receives the Put/Call Notice does not exercise its option to buy or sell Shares by delivery of a response to the Put/Call Notice, it will be deemed to accept the Offering Majority Seller's offer to buy all of such Offering Majority Seller's Shares. The transaction shall be completed within one hundred and twenty (120) days after the delivery of the Put/Call Notice. At the closing, the selling Majority Seller shall deliver to the Purchaser the certificates representing the Shares, duly endorsed for transfer, as the Purchaser may reasonably require. Upon such delivery, the Purchaser shall deliver to the selling Majority Seller the purchase price for the transferred Shares in accordance with the terms specified in the Put/Call Notice11.7.

Buy-Sell Provision. At any time after May 1(a) Any Member shall have the right to make an optional "put-call" offer to the other Members to purchase the other Members' entire Membership Interests in the Company. The Member initiating a put-call shall be referred to as the "Offeror" and the other Members shall be referred to as the "Offerees." The Offeror shall make a written offer ("Offer") to sell its Membership Interest in the Company to the Offerees. The Offerees shall have a pro rata right to accept the Offeror’s Offer. The Offer shall state the aggregate purchase price at which the Offeror would be willing to sell a one hundred percent (100%) interest in the Company to an unaffiliated third party (hereinafter referred to as the "Aggregate Asset Price"); provided, 2006however, and from time that such Aggregate Asset Price shall be at least equal to time thereafter, or greater than the amount necessary to repay all outstanding liabilities secured by the Company (including accrued interest). The "Price" for the Offeror's Membership Interest in the Company shall be the amount which the Offeror would receive if either A1 or G1 desire all of the Company’s assets were sold for a purchase price equal to effect a Sale the Aggregate Asset Price; the liabilities of the Company they may exercise their respective right to require that the Company be sold by delivery to each were satisfied out of the Stockholders a written notice (the "Trigger Notice") to such effect. Upon delivery proceeds of the Trigger Notice, the Company and the Stockholders shall take all necessary and commercially reasonable actions in order to effectuate the sale of the Company’s assets; and the remaining proceeds were allocated among the Members based on their respective Membership Interests in the Company. (b) If, at the time an Offer is made, the Offeror or any of its affiliates are personally liable under any guaranties or other financial undertakings for the repayment or performance of all or part of any third-party obligation secured by the Propety ("Offeror's Recourse Liability"), then the Offer must include the Offerees’ written agreement to obtain the release of Offeror's Recourse Liability and, if required by the holders of the Offeror's Recourse Liability, to substitute acceptable guaranties, letters of credit or other financial undertakings in exchange for such release of Offeror's Recourse Liability. In If any lender will not agree to release the event that Offeror's Recourse Liability, then the Offerees shall protect, defend, indemnify and hold the Offeror, its affiliates, officers, directors, agents, shareholders, partners, beneficiaries and trustees harmless from any manner of loss, claim, damage or expense arising out of or relating to the Offeror’s Recourse Liability from and after the Closing Date (as hereinafter defined). (c) The Offerees shall either accept or reject the Offer, which acceptance or rejection shall be in writing and delivered to the Offeror on or before 10:00 a.m. on the thirtieth (30th) calendar day after the Offer is delivered. If the Offerees fail to either accept or reject the Offer on a timely basis, the Offerees shall be deemed to have accepted the Offer. (d) If the Offerees accept the Offer, the Offerees shall be deemed the "Buyer" and the Offeror shall be deemed the "Seller". Effective immediately upon the delivery to the Offeror of the Offeree's acceptance of the Offer, the Offeror's obligations under the Offer shall become recourse, absolute, unconditional and irrevocable obligations, and shall not be subject to any terms or conditions other than the default of the Offeree under the Offer. (e) If the Offerees reject the Offer, the Offerees shall thereafter be deemed the "Seller" and the Offeror shall be deemed the "Buyer." If the Offerees reject the Offer, they shall proceed to sell to the Offeror, and the Offeror shall purchase from the Offerees, the entire Membership Interests in the Company owned by the Offerees for a price equal to the Aggregate Asset Price and the proceeds were allocated among the Members based on their respective Membership Interests in the Company. (f) The transaction described in the Offer shall close on the earlier of (i) the Company has not been sold sixtieth (60th) day after the date the Offer is either accepted or rejected by the Company does not purchase the Shares of the Majority Seller who delivers the Trigger Notice within 180 days after delivery of such Trigger NoticeOfferee, or (ii) A1 or G1, such earlier date as the case Buyer may be, indicates in writing that it does not desire elect with ten (10) days prior written notice to sell the Company or its Shares, then any Majority Seller (the "Offering Majority Seller") shall have the right to designate by delivery of written notice (the "Put/-Call NoticeClosing" or ") to the other Majority Seller a price and specify the terms and conditions at which such Offering Majority Seller would be willing to sell its Shares or purchase all of the other Majority Seller's Shares and the non-electing Majority Seller would have the option to buy all of the Offering Majority Seller's Shares or to sell to the Offering Majority Seller all such non-electing Majority Seller's Shares at that price and on the same terms and conditions specified in the Put/Call Notice. The Majority Seller that purchases Shares pursuant to this Section 3.3 (the Closing Date"Purchaser") shall have the Take-Along rights pursuant to Section 3.2 above in respect of the Other Stockholders to purchase the Other Stockholders' Shares at the price and on the same terms and conditions obtained by the Purchaser pursuant to this Section 3.3. In addition, the Other Stockholders shall have the Come Along Rights pursuant to Section 3.1 above to require the Purchaser, to purchase their respective Shares at the price and on the same terms and conditions obtained by the Purchaser pursuant to this Section 3.3. Furthermore, in the event that this provision triggers a Sale of the Company, the rights pursuant to Sections 3.1 and 3.2 given to the Majority Sellers or the Other Stockholders, as the case may be, are also applicable. The Majority Seller who receives the Put/Call Notice shall exercise its option to buy or sell the Shares within ninety (90) days from the date of delivery of the Put/Call Notice. If the Majority Seller who receives the Put/Call Notice does not exercise its option to buy or sell Shares by delivery of a response to the Put/Call Notice, it will be deemed to accept the Offering Majority Seller's offer to buy all of such Offering Majority Seller's Shares. The transaction shall be completed within one hundred and twenty (120) days after the delivery of the Put/Call Notice). At the closingPut-Call Closing, the selling Majority following shall occur: (i) The Buyer shall pay to the Seller, in immediately available funds, a sum equal to the Purchase Price; (ii) The Seller shall deliver to the Purchaser Buyer an appropriate bill of sale or assignment and assumption document sufficient to convey legal title to the certificates representing Buyer of all right, title and interest in one hundred percent (100%) of the Shares, duly endorsed for transfer, as Seller's Membership Interest in the Purchaser may reasonably require. Upon such delivery, Company; (iii) The Buyer shall satisfy its obligation under Article 12.13(b) above; (g) The Buyer and the Purchaser Seller shall each deliver to the selling Majority other a release ("Mutual Release") of the other from all acts and conduct of the other relating to the Company or its affairs, occurring or performed during the term of this Agreement, except that neither the Buyer nor the Seller shall be released from any actions (or failures to act) in violation of this Agreement or from any grossly negligent, reckless or intentionally wrongful acts or omissions. From and after delivery of the purchase price for bill of sale or assignment and assumption document, the transferred Shares in accordance Seller shall have no rights or obligations under this Agreement with respect to the terms specified in management and operation of the Put/Call NoticeCompany, or otherwise.

Buy-Sell Provision. (a) At any time after May 1, 2006, and from time to time thereafter, if either A1 or G1 desire to effect a Sale of the Company they may exercise their respective right to require that the Company be sold circumstances set forth in §6.5(b) shall have occurred, any Member who is a party to the dispute that is the subject of such circumstances, provided such Member is a Non-Defaulting Member, may declare that a Buy/Sell Event has occurred and initiate the provisions of this §6.6. At any time that a Member is in Default, any other Member, provided such Member is a Non-Defaulting Member, may declare that a Buy/Sell Event has occurred and initiate the provisions of this §6.6. In each such case, the Member declaring such Buy/Sell Event (the “Electing Member”) shall make such declaration by delivery to each of the Stockholders a written notice (the "Trigger “Election Notice"”) to such effect. Upon delivery of the Trigger Notice, other Member or Members to the Company and the Stockholders shall take all necessary and commercially reasonable actions in order to effectuate the sale of the Company. In the event that either (i) the Company has not been sold dispute or the Company does not purchase the Shares of the Majority Seller who delivers the Trigger Notice within 180 days after delivery of such Trigger Notice, or (ii) A1 or G1Defaulting Member, as the case may bebe (in either case, indicates in writing that it does not desire to sell the “Non-Electing Members”). (b) The Election Notice shall include the Electing Member’s good faith best estimate of the fair market value of one hundred percent (100%) of all the assets of the Company or its Shares(“Bid Price”) and such reasonable financial information relating to the Property and the Company which is reasonably available to the Electing Member, then any Majority Seller so as to permit the Non-Electing Members to make a decision with respect to the Election Notice. (c) Within the next sixty (60) days following the receipt by the Non-Electing Members of the Election Notice, the Non-Electing Members shall notify the Electing Member (the "Offering Majority Seller"“Purchase or Sale Notice”) shall either that (A) the Non-Electing Members have the right to designate by delivery of written notice (the "Put/Call Notice") to the other Majority Seller a price and specify the terms and conditions at which such Offering Majority Seller would be willing to sell its Shares or purchase all of the other Majority Seller's Shares and the non-electing Majority Seller would have the option to buy all of the Offering Majority Seller's Shares or to sell to the Offering Majority Seller all such non-electing Majority Seller's Shares at that price and on the same terms and conditions specified in the Put/Call Notice. The Majority Seller that purchases Shares pursuant to this Section 3.3 (the "Purchaser") shall have the Take-Along rights pursuant to Section 3.2 above in respect of the Other Stockholders elected to purchase the Other Stockholders' Shares at Electing Member’s Interest for the price Purchase Price, determined as hereinafter provided, or (B) the Non-Electing Members have elected to sell their respective Interests to the Electing Member for the Purchase Price, determined as hereinafter provided. The “Purchase Price” in each case shall be the amount the selling Member would receive as a distribution from the Company if the assets were sold for the Bid Price, the amount of all debts and liabilities (including transaction costs and contingent liabilities) were subtracted, the Company were dissolved and its assets distributed in accordance with Article XIV. A reasonable reserve may be withheld from the Purchase Price based on the same terms and conditions obtained by the Purchaser pursuant to this Section 3.3. In addition, the Other Stockholders shall have the Come Along Rights pursuant to Section 3.1 above to require the Purchaser, to purchase their respective Shares at the price and on the same terms and conditions obtained by the Purchaser pursuant to this Section 3.3. Furthermore, in the event that this provision triggers a Sale Accountants’ estimate of the Company’s needs with respect to any such contingent liabilities and the selling Member’s share thereof in determining the Purchase Price; provided, that at the expiration of such period of time as may be determined by the Accountants, the rights pursuant to Sections 3.1 and 3.2 given to the Majority Sellers or the Other Stockholders, as the case may be, are also applicable. The Majority Seller who receives the Put/Call Notice shall exercise its option to buy or sell the Shares within ninety (90) days from the date of delivery of the Put/Call Notice. If the Majority Seller who receives the Put/Call Notice does not exercise its option to buy or sell Shares by delivery of a response to the Put/Call Notice, it will be deemed to accept the Offering Majority Seller's offer to buy all balance of such Offering Majority Seller's Shares. The transaction reserve remaining shall be completed within one hundred and twenty (120) days after the delivery of the Put/Call Notice. At the closing, the selling Majority Seller shall deliver to the Purchaser the certificates representing the Shares, duly endorsed for transfer, as the Purchaser may reasonably require. Upon such delivery, the Purchaser shall deliver paid to the selling Majority Seller Member. Failure by the Non-Electing Members to give a Purchase or Sale Notice within the aforesaid sixty (60) day period shall be deemed an absolute and binding election to sell at the purchase price for the transferred Shares in accordance with the terms specified in the Put/Call Noticeset forth above.

Buy-Sell Provision. (a) At any time after May 1, 2006, and from time to time thereafter, if either A1 or G1 desire to effect a Sale of the Company they may exercise their respective right to require that the Company be sold circumstances set forth in §6.5(b) shall have occurred, any Member who is a party to the dispute that is the subject of such circumstances, provided such Member is a Non-Defaulting Member, may declare that a Buy/Sell Event has occurred and initiate the provisions of this §6.6. At any time that a Member is in Default, any other Member, provided such Member is a Non-Defaulting Member, may declare that a Buy/Sell Event has occurred and initiate the provisions of this §6.6. In each such case, the Member declaring such Buy/Sell Event (the “Electing Member”) shall make such declaration by delivery to each of the Stockholders a written notice (the "Trigger “Election Notice"”) to such effect. Upon delivery of the Trigger Notice, other Member or Members to the Company and the Stockholders shall take all necessary and commercially reasonable actions in order to effectuate the sale of the Company. In the event that either (i) the Company has not been sold dispute or the Company does not purchase the Shares of the Majority Seller who delivers the Trigger Notice within 180 days after delivery of such Trigger Notice, or (ii) A1 or G1Defaulting Member, as the case may bebe (in either case, indicates in writing that it does not desire to sell the “Non-Electing Members”). (b) The Election Notice shall include the Electing Member’s good faith best estimate of the fair market value of one hundred percent (100%) of all the assets of the Company or its Shares(“Bid Price”) and such reasonable financial information relating to the Property and the Company which is reasonably available to the Electing Member, then any Majority Seller so as to permit the Non-Electing Members to make a decision with respect to the Election Notice, (c) Within the next sixty (60) days following the receipt by the Non-Electing Members of the Election Notice, the Non-Electing Members shall notify the Electing Member (the "Offering Majority Seller"“Purchase or Sale Notice”) shall either that (A) the Non-Electing Members have the right to designate by delivery of written notice (the "Put/Call Notice") to the other Majority Seller a price and specify the terms and conditions at which such Offering Majority Seller would be willing to sell its Shares or purchase all of the other Majority Seller's Shares and the non-electing Majority Seller would have the option to buy all of the Offering Majority Seller's Shares or to sell to the Offering Majority Seller all such non-electing Majority Seller's Shares at that price and on the same terms and conditions specified in the Put/Call Notice. The Majority Seller that purchases Shares pursuant to this Section 3.3 (the "Purchaser") shall have the Take-Along rights pursuant to Section 3.2 above in respect of the Other Stockholders elected to purchase the Other Stockholders' Shares at Electing Member’s Interest for the price Purchase Price, determined as hereinafter provided, or (B) the Non-Electing Members have elected to sell their respective Interests to the Electing Member for the Purchase Price, determined as hereinafter provided. The “Purchase Price” in each case shall be the amount the selling Member would receive as a distribution from the Company if the assets were sold for the Bid Price, the amount of all debts and liabilities (including transaction costs and contingent liabilities) were subtracted, the Company were dissolved and its assets distributed in accordance with Article XIV. A reasonable reserve may be withheld from the Purchase Price based on the same terms and conditions obtained by the Purchaser pursuant to this Section 3.3. In addition, the Other Stockholders shall have the Come Along Rights pursuant to Section 3.1 above to require the Purchaser, to purchase their respective Shares at the price and on the same terms and conditions obtained by the Purchaser pursuant to this Section 3.3. Furthermore, in the event that this provision triggers a Sale Accountants’ estimate of the Company’s needs with respect to any such contingent liabilities and the selling Member’s share thereof in determining the Purchase Price; provided, that at the expiration of such period of time as may be determined by the Accountants, the rights pursuant to Sections 3.1 and 3.2 given to the Majority Sellers or the Other Stockholders, as the case may be, are also applicable. The Majority Seller who receives the Put/Call Notice shall exercise its option to buy or sell the Shares within ninety (90) days from the date of delivery of the Put/Call Notice. If the Majority Seller who receives the Put/Call Notice does not exercise its option to buy or sell Shares by delivery of a response to the Put/Call Notice, it will be deemed to accept the Offering Majority Seller's offer to buy all balance of such Offering Majority Seller's Shares. The transaction reserve remaining shall be completed within one hundred and twenty (120) days after the delivery of the Put/Call Notice. At the closing, the selling Majority Seller shall deliver to the Purchaser the certificates representing the Shares, duly endorsed for transfer, as the Purchaser may reasonably require. Upon such delivery, the Purchaser shall deliver paid to the selling Majority Seller Member. Failure by the Non-Electing Members to give a Purchase or Sale Notice within the aforesaid sixty (60) day period shall be deemed an absolute and binding election to sell at the purchase price for the transferred Shares in accordance with the terms specified in the Put/Call Noticeset forth above.

Buy-Sell Provision. At any time after May 1, 2006, and from time to time thereafter, if either A1 or G1 desire to effect a Sale of the Company they may exercise their respective right to require that the Company be sold by delivery to each of the Stockholders a written notice (the "Trigger Notice"a) to such effect. Upon delivery of the Trigger Notice, the Company and the Stockholders shall take all necessary and commercially reasonable actions in order to effectuate the sale of the Company. In the event that either of a Change of Control of a Member (i) “Changed Member”), the Company has not been sold or the Company does not purchase the Shares of the Majority Seller who delivers the Trigger Notice within 180 days after delivery of such Trigger Notice, or (ii) A1 or G1, as the case may be, indicates in writing that it does not desire to sell the Company or its Shares, then any Majority Seller (the "Offering Majority Seller") other Member shall have the right to designate either purchase the Units held by delivery the Changed Member or to sell the Units held by the other Member upon the terms and conditions of this Section 11. (b) In the event of a Change of Control, within 15 days the Changed Member shall give written notice (the "Put/Call “Buy-Sell Notice"”) to the other Majority Seller a price Member and specify to the Company specifying the general terms and conditions of the change in control transaction and the total value of the Units held by the Changed Member for purposes of the transaction. The other Member shall have forty five (45) days following its receipt of the Buy-Sell Notice to exercise its right to (i) “put” or sell the Units held by the other Member to the Changed Member at which a price equal to the total value of the Changed Member’s Units as specified in the Buy-Sell Notice or (ii) “call” or purchase the Units held by the Changed Member at a price equal to the total value of the Changed Member’s Units as specified in the Buy-Sell Notice, by giving written notice to the Company and the Changed Member of its exercise of such Offering Majority Seller would be willing right. The decision of whether to sell its Shares Units to the Changed Member or purchase all the Units of the Changed Member may be made by the other Member in its sole discretion. Failure to respond to the Buy-Sell Notice within the 45-day period shall be deemed a waiver of the other Majority Seller's Shares and the nonMember’s rights to put or call Units under this Buy-electing Majority Seller would have the option to buy all of the Offering Majority Seller's Shares or to sell to the Offering Majority Seller all such non-electing Majority Seller's Shares at that price and on the same terms and conditions specified in the Put/Call NoticeSell provision. The Majority Seller Members agree that purchases Shares pursuant to this Section 3.3 (the "Purchaser") shall have the Take-Along rights pursuant to Section 3.2 above in respect of the Other Stockholders call right to purchase the Other Stockholders' Shares at Units of the price and on the same terms and conditions obtained Changed Member provided for herein may be exercised by the Purchaser pursuant Company in lieu of the other Member, and that the decision by and power and authority of the Company to exercise such right instead of the other Member may be made by the other Member in its sole discretion. In such case, the written notice of the other Member that it is exercising its right BIG RIVER RESOURCES GXXXXXXX, LLC OPERATING AGREEMENT to purchase the Units held by the Changed Member shall notify the Changed Member and the Company that the Company will be exercising the right to purchase the Units and not the other Member. The closing of the purchase or sale of Units under this Buy-Sell provision shall be held at time and place mutually acceptable to the parties within forty-five (45) days of the exercise of the put or call rights hereunder. (c) If the other Member fails to exercise its sale or purchase rights under the Buy-Sell provision of this Section 3.311, then such rights that arose with respect to the change of control transaction described in the Buy-Sell Notice shall expire without further effect. In additionHowever, the Other Stockholders shall have the Come Along Rights pursuant to Section 3.1 above to require the Purchaser, to purchase their respective Shares at the price and on the same terms and conditions obtained Units held by the Purchaser pursuant Members following expiration of such rights shall again be subject to the buy-sell provisions of this Section 3.3. Furthermore, 11 in the event that this provision triggers of a Sale change in control of a Member, but with change in control of the Company, the rights pursuant successor to Sections 3.1 and 3.2 given to the Majority Sellers or the Other Stockholders, as the case may be, are also applicable. The Majority Seller who receives the Put/Call Notice shall exercise its option to buy or sell the Shares within ninety (90) days from the date of delivery of the Put/Call Notice. If the Majority Seller who receives the Put/Call Notice does not exercise its option to buy or sell Shares by delivery of a response to the Put/Call Notice, it will be deemed to accept the Offering Majority Seller's offer to buy all of such Offering Majority Seller's Shares. The transaction shall be completed within one hundred and twenty (120) days after the delivery of the Put/Call Notice. At the closing, the selling Majority Seller shall deliver to the Purchaser the certificates representing the Shares, duly endorsed for transfer, as the Purchaser may reasonably require. Upon such delivery, the Purchaser shall deliver to the selling Majority Seller the purchase price for the transferred Shares in accordance with the terms specified US BioEnergy being defined in the Put/Call Noticesame manner as Section 11.1(b) and (c) for Big River.

Buy-Sell Provision. At any time after May 1For purposes of this §6.6, 2006Corporate Member and Columbia shall be deemed to be one and the same Member, such that upon the purchase of either Member’s Interest by Aetna pursuant to this §6.6, Aetna shall purchase, and from time both Corporate Member and Columbia shall sell, both of such Members’ respective Interests, and upon the purchase of Aetna’s Membership Interest pursuant to time thereafterthis §6.6, if either A1 or G1 desire to effect both of Corporate Member and Columbia shall purchase Aetna’s Membership Interest. (a) Either Member (in either case, the “Electing Member”), provided such Member is not a Sale of the Company they may exercise their respective right to require that the Company be sold Defaulting Member, by delivery to each of the Stockholders a written notice (the "Trigger “Election Notice") to such effect. Upon delivery of the Trigger Notice, the Company and the Stockholders shall take all necessary and commercially reasonable actions in order to effectuate the sale of the Company. In the event that either (i) the Company has not been sold or the Company does not purchase the Shares of the Majority Seller who delivers the Trigger Notice within 180 days after delivery of such Trigger Notice, or (ii) A1 or G1, as the case may be, indicates in writing that it does not desire to sell the Company or its Shares, then any Majority Seller (the "Offering Majority Seller") shall have the right to designate by delivery of written notice (the "Put/Call Notice"”) to the other Majority Seller a price and specify the terms and conditions at which such Offering Majority Seller would be willing to sell its Shares or purchase all of the other Majority Seller's Shares and the non-electing Majority Seller would have the option to buy all of the Offering Majority Seller's Shares or to sell to the Offering Majority Seller all such non-electing Majority Seller's Shares at that price and on the same terms and conditions specified in the Put/Call Notice. The Majority Seller that purchases Shares pursuant to this Section 3.3 (the "Purchaser"“Non-Electing Member”), may declare that a “Buy/Sell Event” has occurred and initiate the provisions of this §6.6, (i) at any time that the circumstances set forth in §6.5(b) shall have occurred, (ii) at any time the Take-Along rights pursuant to Section 3.2 above other Member is in respect Default, or (iii) at any time on or after the second anniversary of the Other Stockholders date of this Agreement. (b) The Election Notice shall include the Electing Member’s good faith best estimate of the fair market value of one hundred percent (100%) of all the assets of the Company (“Bid Price”) and such reasonable financial information relating to the Property and the Company which is reasonably available to the Electing Member, so as to permit the Non-Electing Members to make a decision with respect to the Election Notice. (c) Within the next sixty (60) days following the receipt by the Non-Electing Members of the Election Notice, the Non-Electing Members shall notify the Electing Member (the “Purchase or Sale Notice”) either that (A) the Non-Electing Members have elected to purchase the Other Stockholders' Shares at Electing Member’s Interest for the price Purchase Price, determined as hereinafter provided, or (B) the Non-Electing Members have elected to sell their respective Interests to the Electing Member for the Purchase Price, determined as hereinafter provided. The “Purchase Price” in each case shall be the amount the selling Member would receive as a distribution from the Company if the assets were sold for the Bid Price, the amount of all debts and liabilities (including transaction costs and contingent liabilities) were subtracted, the Company were dissolved and its assets distributed in accordance with Article XIV. A reasonable reserve may be withheld from the Purchase Price based on the same terms and conditions obtained by the Purchaser pursuant to this Section 3.3. In addition, the Other Stockholders shall have the Come Along Rights pursuant to Section 3.1 above to require the Purchaser, to purchase their respective Shares at the price and on the same terms and conditions obtained by the Purchaser pursuant to this Section 3.3. Furthermore, in the event that this provision triggers a Sale Accountants’ estimate of the Company’s needs with respect to any such contingent liabilities and the selling Member’s share thereof in determining the Purchase Price; provided, that at the expiration of such period of time as may be determined by the Accountants, the rights pursuant to Sections 3.1 and 3.2 given to the Majority Sellers or the Other Stockholders, as the case may be, are also applicable. The Majority Seller who receives the Put/Call Notice shall exercise its option to buy or sell the Shares within ninety (90) days from the date of delivery of the Put/Call Notice. If the Majority Seller who receives the Put/Call Notice does not exercise its option to buy or sell Shares by delivery of a response to the Put/Call Notice, it will be deemed to accept the Offering Majority Seller's offer to buy all balance of such Offering Majority Seller's Shares. The transaction reserve remaining shall be completed within one hundred and twenty (120) days after the delivery of the Put/Call Notice. At the closing, the selling Majority Seller shall deliver to the Purchaser the certificates representing the Shares, duly endorsed for transfer, as the Purchaser may reasonably require. Upon such delivery, the Purchaser shall deliver paid to the selling Majority Seller Member. Failure by the Non-Electing Members to give a Purchase or Sale Notice within the aforesaid sixty (60) day period shall be deemed an absolute and binding election to sell at the purchase price for the transferred Shares in accordance with the terms specified in the Put/Call Noticeset forth above.

Buy-Sell Provision. At (a) If a Partner wishes at any time after May 1the Buy-Sell Date, 2006for any reason or for no reason, and from time to time thereafterpurchase the Partnership Interests of another Partner or other Partners (for the purposes of this Section 11.8, if either A1 or G1 desire the "Offering Partner"), the following procedure shall apply to effect a Sale of the Company they may exercise their respective right to require that the Company be sold by delivery to each of the Stockholders a written such proposed purchase: (i) The Offering Partner shall give notice (the "Trigger Notice") to such effect. Upon delivery of the Trigger Notice, the Company and the Stockholders shall take all necessary and commercially reasonable actions in order to effectuate the sale of the Company. In the event that either (i) the Company has not been sold or the Company does not purchase the Shares of the Majority Seller who delivers the Trigger Notice within 180 days after delivery of such Trigger Notice, or (ii) A1 or G1, as the case may be, indicates in writing that it does not desire to sell the Company or its Shares, then any Majority Seller (the "Offering Majority Seller") shall have the right to designate by delivery of written notice (the "Put/Call Buy-Sell Notice") to the other Majority Seller Partner or Partners whose Partnership Interests the Offering Partner seeks to purchase (individually or collectively, the "Receiving Partner") specifying a price gross value (i.e., without taking into account liabilities) (the "Stated Value") attributable to all of the assets of the Partnership. The Buy-Sell Notice must be delivered with the words "Confidential/Urgent" clearly visible from the exterior of the container in which the Buy-Sell Notice is contained and specify must expressly alert the terms and conditions at which such Receiving Partner to the duration of the Response Period (as defined below). Delivery shall be in accordance with the notice provisions of this Agreement. (ii) The Receiving Partner shall have the options (A) to require that the Offering Majority Seller would be willing to sell its Shares or Partner purchase all of the other Majority Seller's Shares Partnership Interests of the Receiving Partner and the non-electing Majority Seller would have Partnership Interests of its Affiliates; or (B) to elect to purchase the option Offering Partner's Partnership Interest and those of its Affiliates. If the Receiving Partner elects to buy all purchase the Offering Partner's Partnership Interest and those of the Offering Majority SellerPartner's Shares Affiliates or to sell to require the purchase of all of its Partnership Interests and its Affiliate's Partnership Interests, the Receiving Partner shall so notify the Offering Majority Seller all such nonPartner in writing within 30 days from the receipt of the Buy-electing Majority Seller's Shares at that price and on Sell Notice (the same terms and conditions specified "Response Period") and, in the Put/Call Noticecase of the election to acquire the Offering Partner's Partnership Interests and those of its Affiliates, the Partnership Interests being acquired shall be those of the Offering Partner and its Affiliates. The Majority Seller that purchases Shares Partner purchasing the Partnership Interests of other Partner(s) pursuant to this Section 3.3 (11.8 shall be the "Purchaser"Buying Partner" and the Partner(s) shall have the Take-Along rights pursuant to Section 3.2 above in respect of the Other Stockholders to purchase the Other Stockholders' Shares at the price and on the same terms and conditions obtained by the Purchaser selling Partnership Interests pursuant to this Section 3.311.8 shall be the "Selling Partner". In additionUnless the Receiving Partner responds within the Response Period that it will be the Buying Partner or requiring the purchase of the Partnership Interests of its Affiliates, (A) the Offering Partner will be the Buying Partner, (B) the Receiving Partner will be the Selling Partner and (C) the Partnership Interests being acquired shall be only those set forth in the Buy-Sell Notice. (iii) Within 75 days after the Buy-Sell Notice has been given, the Other Stockholders Buying Partner shall have pay to the Come Along Rights pursuant to Section 3.1 above to require Selling Partner (and, if applicable, the Purchaser, to purchase their respective Shares at the price and on the same terms and conditions obtained by the Purchaser pursuant to Selling Partner's Affiliates in this Section 3.3. FurthermorePartnership), in full payment for its (and, if applicable, their) interest(s) in this Partnership, the event amounts that such Selling Partner (and, if applicable, the Selling Partner's Affiliates in this provision triggers a Sale Partnership) would have received if the assets of the Company, the rights pursuant to Sections 3.1 and 3.2 given Partnership had been sold for an amount equal to the Majority Sellers or the Other Stockholders, as the case may be, are also applicable. The Majority Seller who receives the Put/Call Notice shall exercise its option to buy or sell the Shares within ninety (90) days from Stated Value on the date of delivery such payment, Profit, Loss, and other items of income, gain, loss or deduction were allocated among the Put/Call Notice. If Partners in accordance with this Agreement and the Majority Seller who receives the Put/Call Notice does not exercise its option to buy or sell Shares by delivery of a response to the Put/Call Notice, it will be deemed to accept the Offering Majority Seller's offer to buy all proceeds of such Offering Majority Seller's Shares. The transaction shall be completed within one hundred and twenty sale (120) days after the delivery net of the Put/Call Notice. At the closingliabilities that would have been paid out of such proceeds, including without limitation any amounts due to a Partner (and, if applicable, the selling Majority Seller shall deliver to the Purchaser the certificates representing the SharesSelling Partner's Affiliates in this Partnership), duly endorsed for transfer, as the Purchaser may reasonably require. Upon if such delivery, the Purchaser shall deliver to the selling Majority Seller the purchase price for the transferred Shares sale had actually occurred) were distributed in accordance with the terms specified in the Put/Call Noticeprovisions of this Agreement.

Buy-Sell Provision. At any time after May 1(a) Either Member (in either case, 2006the “Electing Member”), and from time to time thereafterprovided such Member is not a Defaulting Member, if either A1 or G1 desire to effect a Sale of the Company they may exercise their respective right to require that the Company be sold by delivery to each of the Stockholders a written notice (the "Trigger “Election Notice") to such effect. Upon delivery of the Trigger Notice, the Company and the Stockholders shall take all necessary and commercially reasonable actions in order to effectuate the sale of the Company. In the event that either (i) the Company has not been sold or the Company does not purchase the Shares of the Majority Seller who delivers the Trigger Notice within 180 days after delivery of such Trigger Notice, or (ii) A1 or G1, as the case may be, indicates in writing that it does not desire to sell the Company or its Shares, then any Majority Seller (the "Offering Majority Seller") shall have the right to designate by delivery of written notice (the "Put/Call Notice"”) to the other Majority Seller a price and specify the terms and conditions at which such Offering Majority Seller would be willing to sell its Shares or purchase all of the other Majority Seller's Shares and the non-electing Majority Seller would have the option to buy all of the Offering Majority Seller's Shares or to sell to the Offering Majority Seller all such non-electing Majority Seller's Shares at that price and on the same terms and conditions specified in the Put/Call Notice. The Majority Seller that purchases Shares pursuant to this Section 3.3 (the "Purchaser"“Non-Electing Member”), may declare that a “Buy/Sell Event” has occurred and initiate the provisions of this §6.6, (i) at any time that the circumstances set forth in §6.5(b) shall have occurred, (ii) at any time the Take-Along rights pursuant to Section 3.2 above other Member is in respect Default, or (iii) at any time on or after the second anniversary of the Other Stockholders date of this Agreement. (b) The Election Notice shall include the Electing Member’s good faith best estimate of the fair market value of one hundred percent (100%) of all the assets of the Company (“Bid Price”) and such reasonable financial information relating to the Property and the Company which is reasonably available to the Electing Member, so as to permit the Non-Electing Members to make a decision with respect to the Election Notice. (c) Within the next sixty (60) days following the receipt by the Non-Electing Members of the Election Notice, the Non-Electing Members shall notify the Electing Member (the “Purchase or Sale Notice”) either that (A) the Non-Electing Members have elected to purchase the Other Stockholders' Shares at Electing Member’s Interest for the price Purchase Price, determined as hereinafter provided, or (B) the Non-Electing Members have elected to sell their respective Interests to the Electing Member for the Purchase Price, determined as hereinafter provided. The “Purchase Price” in each case shall be the amount the selling Member would receive as a distribution from the Company if the assets were sold for the Bid Price, the amount of all debts and liabilities (including transaction costs and contingent liabilities) were subtracted, the Company were dissolved and its assets distributed in accordance with Article XIV. A reasonable reserve may be withheld from the Purchase Price based on the same terms and conditions obtained by the Purchaser pursuant to this Section 3.3. In addition, the Other Stockholders shall have the Come Along Rights pursuant to Section 3.1 above to require the Purchaser, to purchase their respective Shares at the price and on the same terms and conditions obtained by the Purchaser pursuant to this Section 3.3. Furthermore, in the event that this provision triggers a Sale Accountants’ estimate of the Company’s needs with respect to any such contingent liabilities and the selling Member’s share thereof in determining the Purchase Price; provided, that at the expiration of such period of time as may be determined by the Accountants, the rights pursuant to Sections 3.1 and 3.2 given to the Majority Sellers or the Other Stockholders, as the case may be, are also applicable. The Majority Seller who receives the Put/Call Notice shall exercise its option to buy or sell the Shares within ninety (90) days from the date of delivery of the Put/Call Notice. If the Majority Seller who receives the Put/Call Notice does not exercise its option to buy or sell Shares by delivery of a response to the Put/Call Notice, it will be deemed to accept the Offering Majority Seller's offer to buy all balance of such Offering Majority Seller's Shares. The transaction reserve remaining shall be completed within one hundred and twenty (120) days after the delivery of the Put/Call Notice. At the closing, the selling Majority Seller shall deliver to the Purchaser the certificates representing the Shares, duly endorsed for transfer, as the Purchaser may reasonably require. Upon such delivery, the Purchaser shall deliver paid to the selling Majority Seller Member. Failure by the Non-Electing Members to give a Purchase or Sale Notice within the aforesaid sixty (60) day period shall be deemed an absolute and binding election to sell at the purchase price for the transferred Shares in accordance with the terms specified in the Put/Call Noticeset forth above.

Buy-Sell Provision. At (a) Provided that such Person is not in breach of its obligations under Section 5.04 hereof, and subject to Sections 4.05(d) and 4.05(f), each of (i) Wind Acquisition and (ii) CVPS (in each case, the “Buy/Sell Initiator”) shall have the right, at any time after May 1the third anniversary of the date hereof, 2006exercisable by written notice to Wind Acquisition, if CVPS shall be the Buy/Sell Initiator, and from time to time thereafterCVPS, if either A1 Wind Acquisition shall be the Buy/Sell Initiator (in each case, the “Buy/Sell Recipient”), to offer to sell all but not less than all (the “Buy/Sell Offer”) of such Buy/Sell Initiator’s Company Equity Securities at a cash purchase price specified (specifying in detail the purchase price per share or G1 desire to effect other applicable security) in the Buy/Sell Offer. (b) For a Sale period of 15 days after receipt of the Company they may exercise their respective Buy/Sell Offer, the Buy/Sell Recipient shall have the right to require that the Company be sold by delivery elect to each of the Stockholders a written notice (the "Trigger Notice") to such effect. Upon delivery of the Trigger Notice, the Company and the Stockholders shall take all necessary and commercially reasonable actions in order to effectuate the sale of the Company. In the event that either (i) purchase, at the Company has cash purchase price specified in the Buy/Sell Offer, all but not been sold or the Company does not purchase the Shares less than all of the Majority Seller who delivers the Trigger Notice within 180 days after delivery of such Trigger NoticeBuy/Sell Initiator’s Company Equity Securities, or (ii) A1 sell, at the cash purchase price per share or G1, as the case may be, indicates in writing that it does not desire to sell the Company or its Shares, then any Majority Seller (the "Offering Majority Seller") shall have the right to designate by delivery of written notice (the "Put/Call Notice") other applicable security equivalent to the other Majority Seller a cash purchase price and specify specified in the terms and conditions at which such Offering Majority Seller would be willing to sell its Shares or purchase Buy/Sell Offer, all but not less than all of the other Majority Seller's Shares Buy/Sell Recipient’s Company Equity Securities to the Buy/Sell Initiator. The Buy/Sell Recipient’s election to purchase or sell such Company Equity Securities hereunder shall be exercisable by delivering irrevocable written notice to such effect, prior to the expiration of such 15-day period. If the Buy/Sell Recipient shall not have responded to the Buy/Sell Offer prior to the expiration of such 15-day period, the Buy/Sell Recipient shall be deemed to have automatically and irrevocably accepted the non-electing Majority Seller would have the option to buy all Buy/Sell Offer of the Offering Majority Seller's Shares or to sell to the Offering Majority Seller all such non-electing Majority Seller's Shares at that price Buy/Sell Initiator. (c) The closing of any sale and on the same terms and conditions specified in the Put/Call Notice. The Majority Seller that purchases Shares purchase pursuant to this Section 3.3 (4.05 shall be held at the "Purchaser") principal office of the Company at 10:00 a.m., local time, on or before 90 days after the Buy/Sell Initiator shall have delivered the Takewritten notice containing the Buy/Sell Offer; provided, that if such sale and purchase is subject to regulatory approval, such 90-Along rights day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 120 days after the date of receipt of the notice containing the Buy/Sell Offer, or at such other time and place as the parties to the transaction may agree. At such closing, the applicable selling Stockholder shall deliver the certificates and other applicable instruments representing the Company Equity Securities to be sold by it, and wire transfer instructions for payment of the consideration therefor, along with one or more assignment agreements transferring such Company Equity Securities to the applicable purchase in a form reasonably satisfactory to such purchaser, and accompanied by all requisite transfer taxes, if any, and the Company Equity Securities to be Transferred shall be free and clear of any Liens, claims, encumbrances (other than restrictions imposed by this Agreement and pursuant to applicable federal, state and foreign securities laws) and the selling Stockholder shall so represent and warrant, and further represent and warrant to such matters as are customary and usual for such a transaction, including that such selling Stockholder is the record and beneficial owner of such Company Equity Securities, that it has all necessary power and authorization to consummate the Transfer, and that it has obtained or made all necessary consents, approvals, filings and notices from governmental authorities or third parties to consummate the Transfer. The purchaser with respect to such closing by wire transfer of immediately available funds the payment in full for such Company Equity Securities. (d) Neither Wind Acquisition nor CVPS may exercise its right to initiate a Buy/Sell Offer pursuant to Section 3.2 above 4.05(a) (the “Buy/Sell Right”) during the six-month period following the date on which Wind Acquisition shall have provided CVPS notice that Wind Acquisition is in respect good faith engaged or other otherwise involved in efforts that could reasonably result in a Drag-Along Sale; provided, however, that (i) such six-month period shall terminate if Wind Acquisition ceases to be engaged or otherwise involved in efforts that could reasonably result in a Drag-Along Sale for a period of 30 consecutive days and (ii) such six-month period shall be extended to the Other Stockholders to purchase extent Wind Acquisition enters during such period into any definitive agreement for a transaction that, upon consummation thereof, will constitute a Drag-Along Sale (a “Transaction Commitment”) until such time as such Transaction Commitment shall be terminated in accordance with its terms. Wind Acquisition may exercise the Other Stockholders' Shares at the price and on the same terms and conditions obtained by the Purchaser pursuant to right of deferral under this Section 3.3. In addition, the Other Stockholders shall have the Come Along Rights pursuant to Section 3.1 above to require the Purchaser, to purchase their respective Shares at the price 4.05(d) no more than once in any 24-month period. (e) The rights of Wind Acquisition and on the same terms and conditions obtained by the Purchaser pursuant to CVPS under this Section 3.3. Furthermore, 4.05 shall be transferable by Wind Acquisition and CVPS to a Third Party only in the event that connection with a Qualifying Rights Transfer. (f) Notwithstanding anything in this provision triggers a Sale of the Company, the rights pursuant to Sections 3.1 and 3.2 given Agreement to the Majority Sellers or the Other Stockholderscontrary, as the case CVPS may be, are also applicable. The Majority Seller who receives the Put/Call Notice shall exercise its option to buy or sell the Shares within ninety (90) days from the date of delivery of the Put/Call Notice. If the Majority Seller who receives the Put/Call Notice does not exercise its option to buy rights under this Section 4.05 at any time that (i) a Competitive CVPS Change of Control shall have occurred or sell Shares by delivery (ii) CVPS or any Person controlling, or under common control with, CVPS shall have entered into agreement with any Person that shall cause or result in an Competitive CVPS Change of a response to the Put/Call Notice, it will be deemed to accept the Offering Majority Seller's offer to buy all of such Offering Majority Seller's Shares. The transaction shall be completed within one hundred and twenty (120) days after the delivery of the Put/Call Notice. At the closing, the selling Majority Seller shall deliver to the Purchaser the certificates representing the Shares, duly endorsed for transfer, as the Purchaser may reasonably require. Upon such delivery, the Purchaser shall deliver to the selling Majority Seller the purchase price for the transferred Shares in accordance with the terms specified in the Put/Call NoticeControl.