Common use of Call Notice Clause in Contracts

Call Notice. Prior to consummating any Approved Sale, if the Optionholder elects to exercise the options granted to it under this Section 3, the Optionholder shall provide each of the Class A Holders with a written notice (the “Call Notice”) not less than five (5) days prior to the proposed date of the Approved Sale (the “Approved Sale Date”). The Call Notice shall state that the Optionholder is exercising its option to purchase Class A Voting Interests or Class A Voting Equivalents pursuant to this Section 3 and shall set forth: (i) the name and address of the Optionholder, (ii) the aggregate number of Class B Non-Voting Interests and Class B Non-Voting Equivalents held of record by such Optionholder as of the date of the Call Notice, (iii) the number of Class B Non-Voting Interests or Class B Non-Voting Equivalents to be sold by such Optionholder to the Approved Purchaser pursuant to such Approved Sale, (iv) the Required Number of Class A Voting Interests or Class A Voting Equivalents to be purchased by the Optionholder from Voteco in connection with such Approved Sale, (v) the Approved Sale Date, (vi) the address for delivery of the certificates representing the Class A Voting Interests or Class A Voting Equivalents to be purchased by the Optionholder and (vii) that the Optionholder has received all approvals required under the Gaming Laws.

Call Notice. Prior to consummating any Approved Sale, if the Optionholder elects to exercise the options granted to it under this Section 3, the Optionholder shall provide each of the Class A Voting Holders with a written notice (the “Call Notice”) not less than five (5) days prior to the proposed date of the Approved Sale (the “Approved Sale Date”). The Call Notice shall state that the Optionholder is exercising its option to purchase Class A shares of Voting Interests Common Stock or Class A Voting Equivalents pursuant to this Section 3 and shall set forth: (i) the name and address of the Optionholder, (ii) the aggregate number of Class B shares of Non-Voting Interests Common Stock and Class B Non-Voting Equivalents held of record by such Optionholder as of the date of the Call Notice, (iii) the number of Class B shares of Non-Voting Interests Common Stock or Class B Non-Voting Equivalents to be sold by such Optionholder to the Approved Purchaser pursuant to such Approved Sale, (iv) the Required Number of Class A shares of Voting Interests Common Stock or Class A Voting Equivalents to be purchased by the Optionholder from Voteco VoteCo in connection with such Approved Sale, (v) the Approved Sale Date, (vi) the address for delivery of the certificates representing the Class A shares of Voting Interests Common Stock or Class A Voting Equivalents to be purchased by the Optionholder and (vii) that the Optionholder has received all approvals required under the Gaming Laws.

Call Notice. Prior to consummating any Approved Sale, if the Optionholder elects to exercise the options granted to it under this Section 3, the Optionholder Holdings shall provide each of the Class A Holders with a written notice (the “Call Notice”) not less than five (5) days prior to the proposed date of the Approved Sale (the “Approved Sale Date”). The Call Notice shall state that the Optionholder is exercising its option to purchase Class A Voting Interests or Class A Voting Equivalents pursuant to this Section 3 and shall set forth: (i) the name and address of the Optionholder, (ii) the aggregate number of Class B Non-Voting Interests and Class B Non-Voting Equivalents held of record by such Optionholder Holdings as of the date of the Call Notice, (iii) the number of Class B Non-Voting Interests or Class B Non-Voting Equivalents to be sold by such Optionholder Holdings to the Approved Purchaser pursuant to such Approved Sale, (iv) the Required Number of Class A Voting Interests or Class A Voting Equivalents to be purchased by the Optionholder from Voteco in connection with such Approved Sale, (v) the Approved Sale Date, Date and (vi) the address for delivery of the certificates representing the Class A Voting Interests or Class A Voting Equivalents to be purchased by the Optionholder and (vii) that Optionholder. Anything herein to the contrary notwithstanding, the Optionholder has received all approvals required shall not be permitted to exercise its option under this Section 3 with respect to Membership Interests held by Voteco unless, concurrently with such exercise, it shall also exercise a similar option in respect of a proportional amount of the Gaming LawsClass A Interests and/or Class A Equivalents held by each other Class A Holder on substantially similar economic and non-economic terms.

Call Notice. Prior to consummating any Approved Sale, if the Optionholder elects to exercise the options granted to it under this Section 3, the Optionholder Co-Investment Partners shall provide each of the Class A Holders with a written notice (the “Call Notice”) not less than five (5) days prior to the proposed date of the Approved Sale (the “Approved Sale Date”). The Call Notice shall state that the Optionholder is exercising its option to purchase Class A Voting Interests Units or Class A Voting Equivalents pursuant to this Section 3 and shall set forth: (i) the name and address of the Optionholder, (ii) the aggregate number of Class B Non-Voting Interests Units and Class B Non-Voting Equivalents held of record by such Optionholder Co-Investment Partners as of the date of the Call Notice, (iii) the number of Class B Non-Voting Interests Units or Class B Non-Voting Equivalents to be sold by such Optionholder Co-Investment Partners to the Approved Purchaser pursuant to such Approved Sale, (iv) the Required Number of Class A Voting Interests Units or Class A Voting Equivalents to be purchased by the Optionholder from Voteco in connection with such Approved Sale, (v) the Approved Sale Date, Date and (vi) the address for delivery of the certificates representing the Class A Voting Interests Units or Class A Voting Equivalents to be purchased by the Optionholder and (vii) that the Optionholder has received all approvals required under the Gaming LawsOptionholder.

Call Notice. Prior to consummating any Approved Sale, if the Optionholder elects to exercise the options granted to it under this Section 3, the Optionholder Co-Investment Partners shall provide each of the Class A Holders with a written notice (the “"Call Notice”") not less than five (5) days prior to the proposed date of the Approved Sale (the “"Approved Sale Date”"). The Call Notice shall state that the Optionholder is exercising its option to purchase Class A Voting Interests Units or Class A Voting Equivalents pursuant to this Section 3 and shall set forth: (i) the name and address of the Optionholder, (ii) the aggregate number of Class B Non-Voting Interests Units and Class B Non-Voting Equivalents held of record by such Optionholder Co-Investment Partners as of the date of the Call Notice, (iii) the number of Class B Non-Voting Interests Units or Class B Non-Voting Equivalents to be sold by such Optionholder Co-Investment Partners to the Approved Purchaser pursuant to such Approved Sale, (iv) the Required Number of Class A Voting Interests Units or Class A Voting Equivalents to be purchased by the Optionholder from Voteco in connection with such Approved Sale, (v) the Approved Sale Date, Date and (vi) the address for delivery of the certificates representing the Class A Voting Interests Units or Class A Voting Equivalents to be purchased by the Optionholder and (vii) that the Optionholder has received all approvals required under the Gaming LawsOptionholder.

Call Notice. Prior to consummating any Approved Sale, if the Optionholder elects to exercise the options granted to it under this Section 3, the Optionholder Co-Investment Partners shall provide each of the Class A Holders with a written notice (the “Call Notice”) not less than five (5) days prior to the proposed date of the Approved Sale (the “Approved Sale Date”). The Call Notice shall state that the Optionholder is exercising its option to purchase Class A Voting Interests Units or Class A Voting Equivalents pursuant to this Section 3 and shall set forth: (i) the name and address of the Optionholder, (ii) the aggregate number of Class B Non-Voting Interests Units and Class B Non-Voting Equivalents held of record by such Optionholder Co-Investment Partners as of the date of the Call Notice, (iii) the number of Class B Non-Voting Interests Units or Class B Non-Voting Equivalents to be sold by such Optionholder Co-Investment Partners to the Approved Purchaser pursuant to such Approved Sale, (iv) the Required Number of Class A Voting Interests Units or Class A Voting Equivalents to be purchased by the Optionholder from Voteco in connection with such Approved Sale, (v) the Approved Sale Date, Date and (vi) the address for delivery of the certificates representing the Class A Voting Interests Units or Class A Voting Equivalents to be purchased by the Optionholder and (vii) that Optionholder. Anything herein to the contrary notwithstanding, the Optionholder has received all approvals required shall not be permitted to exercise its option under this Section 3 with respect to Membership Units held by WH/LVH Voteco unless, concurrently with such exercise, it shall also exercise a similar option in respect of a proportional amount of the Gaming LawsClass A Units and/or Class A Equivalents held by each other Class A Holder on substantially similar economic and non-economic terms.