Common use of FINAL IMPASSE Clause in Contracts

FINAL IMPASSE. Within forty-five (45) days of notice of Final Impasse (or pursuant to the provisions of SECTION 2.3 or of SECTIONS 6.2 or 6.3), either Voting Shareholder (the "OFFERING SHAREHOLDER") may deliver a written Offer to purchase all, but not less than all, of the Joint Venture Interest held by the other Voting Shareholder at a cash Offer Price, fully payable on or before sixty (60) days after notice of the Offer. Within thirty (30) days after receipt of the Offer, the other Voting Shareholder may notify the Offering Shareholder in writing that it will either (a) sell to the Offering Shareholder all, but not less than all, of its Joint Venture Interest at the Offer Price on or before the sixtieth day after receipt of the Offer or (b) buy from the Offering Shareholder all, but not less than all, of the Offering Shareholder's Joint Venture Interest at the Adjusted Offer Price on or before the sixtieth day after receipt of the Offer. If the other Voting Shareholder fails to notify the Offering Shareholder within the thirty (30) day period that it will (a) sell all of its Joint Venture Interest to the Offering Shareholder at the Offer Price or (b) buy all of the Joint Venture Interest from the Offering Shareholder at the Adjusted Offer Price, then the Offering Shareholder must purchase in cash all, but not less than all, of the other Voting Shareholder's Joint Venture Interest at the Offer Price and the other Voting Shareholder must sell all, but not less than all, of its Joint Venture Interest at the Offer Price, on or before the sixtieth day after notice of the Offer. Upon the purchase or sale of shares pursuant to this SECTION 6.4, this Agreement and the VC Holding Shareholders Agreement shall automatically terminate without further action. Failure by either Voting Shareholder to deliver an Offer within forty-five (45) days of notice of a Final Impasse shall constitute a waiver of each Voting Shareholder's rights under this SECTION 6.4 with respect to the particular Final Impasse.

FINAL IMPASSE. Within forty-five (45) days of notice of Final Impasse (or pursuant to the provisions of SECTION 2.3 SECTIONS 13.2 or of SECTIONS 6.2 or 6.313.3), either Voting Shareholder Member (the "OFFERING SHAREHOLDERMEMBER") may deliver a written Offer to purchase all, but not less than all, of the Joint Venture Interest held by the other Voting Shareholder Member at a cash Offer Price, fully payable on or before sixty (60) days after notice of the Offer. Within thirty (30) days after receipt of the Offer, the other Voting Shareholder Member may notify the Offering Shareholder Member in writing that it will either (a) sell to the Offering Shareholder Member all, but not less than all, of its Joint Venture Interest at the Offer Price on or before the sixtieth day after receipt of the Offer or (b) buy from the Offering Shareholder Member all, but not less than all, of the Offering ShareholderMember's Joint Venture Interest at the Adjusted Offer Price on or before the sixtieth day after receipt of the Offer. If the other Voting Shareholder Member fails to notify the Offering Shareholder Member within the thirty (30) day period that it will (a) sell all of its Joint Venture Interest to the Offering Shareholder Member at the Offer Price or (b) buy all of the Joint Venture Interest from the Offering Shareholder Member at the Adjusted Offer Price, then the Offering Shareholder Member must purchase in cash all, but not less than all, of the other Voting ShareholderMember's Joint Venture Interest at the Offer Price Price, and the other Voting Shareholder Member must sell all, but not less than all, of its Joint Venture Interest at the Offer Price, on or before the sixtieth day after notice of the Offer. Upon the purchase or sale of shares pursuant to this SECTION 6.4, this Agreement and the VC Holding Shareholders Agreement shall automatically terminate without further action. Failure by either Voting Shareholder Member to deliver an Offer within forty-five (45) days of notice of a Final Impasse shall constitute a waiver of each Voting ShareholderMember's rights under this SECTION 6.4 13.4 with respect to the particular Final Impasse.

FINAL IMPASSE. Within forty-five (45) days of notice of Final Impasse (or pursuant to the provisions of SECTION 2.3 or of SECTIONS 6.2 or 6.3), either Voting Shareholder (the "OFFERING SHAREHOLDER") may deliver a written Offer to purchase all, but not less than all, of the Joint Venture Interest held by the other Voting Shareholder at a cash Offer Price, fully payable on or before sixty (60) days after notice of the Offer. Within thirty (30) days after receipt of the Offer, the other Voting Shareholder may notify the Offering Shareholder in writing that it will either (a) sell to the Offering Shareholder all, but not less than all, of its Joint Venture Interest at the Offer Price on or before the sixtieth day after receipt of the Offer or (b) buy from the Offering Shareholder all, but not less than all, of the Offering Shareholder's Joint Venture Interest at the Adjusted Offer Price on or before the sixtieth day after receipt of the Offer. If the other Voting Shareholder fails to notify the Offering Shareholder within the thirty (30) day period that it will (a) sell all of its Joint Venture Interest to the Offering Shareholder at the Offer Price per share or (b) buy all of the Joint Venture Interest from the Offering Shareholder at the Adjusted Offer Price, then the Offering Shareholder must purchase in cash all, but not less than all, of the other Voting Shareholder's Joint Venture Interest at the Offer Price and the other Voting Shareholder must sell all, but not less than all, of its Joint Venture Interest at the Offer Price, on or before the sixtieth day after notice of the Offer. Upon the purchase or sale of shares pursuant to this SECTION 6.4, this Agreement and the VC Holding Shareholders Agreement shall automatically terminate without further action. Failure by either Voting Shareholder to deliver an Offer within forty-five (45) days of notice of a Final Impasse shall constitute a waiver of each Voting Shareholder's rights under this SECTION 6.4 with respect to the particular Final Impasse.

FINAL IMPASSE. Within forty-five (45) days of notice of Final Impasse (or pursuant to the provisions of SECTION 2.3 or of SECTIONS 6.2 or 6.3), either Voting Shareholder (the "OFFERING SHAREHOLDER") may deliver a written Offer to purchase all, but not less than all, of the Joint Venture Interest held by the other Voting Shareholder at a cash Offer Price, fully payable on or before sixty (60) days after notice of the Offer. Within thirty (30) days after receipt of the Offer, the other Voting Shareholder may notify the Offering Shareholder in writing that it will either (a) sell to the Offering Shareholder all, but not less than all, of its Joint Venture Interest at the Offer Price on or before the sixtieth day after receipt of the Offer or (b) buy from the Offering Shareholder all, but not less than all, of the Offering Shareholder's Joint Venture Interest at the Adjusted Offer Price on or before the sixtieth day after receipt of the Offer. If the other Voting Shareholder fails to notify the Offering Shareholder within the thirty (30) day period that it will (a) sell all of its Joint Venture Interest to the Offering Shareholder at the Offer Price per share or (b) buy all of the Joint Venture Interest from the Offering Shareholder at the Adjusted Offer Price, then the Offering Shareholder must purchase in cash all, but not less than all, of the other Voting Shareholder's Joint Venture Interest at the Offer Price Price, and the other Voting Shareholder must sell all, but not less than all, of its Joint Venture Interest joint venture interest at the Offer Price, on or before the sixtieth day after notice of the Offer. Upon the purchase or sale of shares pursuant to this SECTION 6.4, this Agreement and the VC Holding Shareholders Agreement shall automatically terminate without further action. Failure by either Voting Shareholder to deliver an Offer within forty-five (45) days of notice of a Final Impasse shall constitute a waiver of each Voting Shareholder's rights under this SECTION 6.4 with respect to the particular Final Impasse.