Common use of Commencement of the Buy/Sell Process Clause in Contracts

Commencement of the Buy/Sell Process. (a) At any time during the forty-five (45) calendar day period commencing on the seventh anniversary of the date of this Agreement, and during the forty-five (45) calendar day period commencing on each second anniversary of such date thereafter, either Cox or MP3 may elect to commence the process described in this Section 10.7 by sending written notice (the "Buy/Sell Notice") of its election to the Responding Member, with a copy to each Other Member, offering to sell to the Responding Member all, but not less than all, of the Initiating Member's Units and Membership Interest and offering to purchase all, but not less than all, of the Responding Member's Units and Membership Interest, in each case for a price per Unit which shall be specified by the Initiating Member in its notice (the "Unit Price") and otherwise on the terms and subject to the conditions set forth in this Section 10.7. (b) A Member may not elect to commence the process described in this Section 10.7 at any time following the delivery of a Buy/Sell Notice pursuant to Section 10.7.2(a) and prior to such time, if any, that the Initiating Member and the Responding Member agree to abandon the purchase and sale of the Units and Membership Interests pursuant to such Buy/Sell Notice. (c) The purchase and sale of Units and Membership Interests pursuant to this Section 10.7 may be abandoned at any time following the delivery of a Buy/Sell Notice pursuant to Section 10.7.2(a) and prior to the closing thereof by agreement between the Initiating Member and the Responding Member. If the Initiating Member and the Responding Member agree to abandon any such purchase and sale of Units and Membership Interests pursuant to this