IN CONNECTION WITH OVERLAP IN SERVICE COVERAGE Sample Clauses

IN CONNECTION WITH OVERLAP IN SERVICE COVERAGE. The AWS Member Group may initiate the Buy-Sell Procedure at any time if (x) the Company is then offering, in service areas covering 15% or more of the Company's Pops, Company Communications Services that are not Mobile Wireless Services and (y) AWS or its Affiliates are then offering, or have a good faith intention to begin offering and have taken material steps towards offering, in such service areas, Telecommunications Services that could reasonably be considered by subscribers to be equivalent to, or a substitute for, such Company Communications Services that are not Mobile Wireless Services. Such right will be exercisable by giving the DCC Member Group a notice referring to this Section 9.9(b) (the "Section 9.9(b) Notice") and signed by a senior executive officer of AWS, which notice shall (x) describe in reasonable detail the competing services that AWS or its Affiliates are then offering or intending in good faith to offer and the steps they have taken towards offering such services, (y) specify a cash purchase price per Interest or per share, as applicable, for all of the Interests in the Company then held by the DCC Member Group, and (z) contain an irrevocable offer to purchase such Interests, and to sell all of the Interests in the Company then held by the AWS Member Group, at such price. The DCC Member Group may exercise its right to purchase or sell by notifying the AWS Member Group of its election within 90 days after delivery of the Section 9.9(b) Notice; provided, that the DCC Member Group may not elect to purchase 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 regulatory approvals.
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IN CONNECTION WITH OVERLAP IN SERVICE COVERAGE. The AWS Member Group may initiate the Buy-Sell Procedure at any time if (x) the Company is then offering, in service areas covering 15% or more of the Company's Pops, Company Communications Services that are not Mobile Wireless Services and (y) AWS or its Affiliates are then offering, or have a good faith intention to begin offering and have taken material steps towards offering, in such service areas, Telecommunications Services that could reasonably be considered by subscribers to be equivalent to, or a substitute for, such Company Communications Services that are not Mobile Wireless Services. Such right will be exercisable by giving the DCC Member Group a notice referring to this Section 9.9(b) (the "Section 9.9(b) Notice") and signed by a senior executive officer of AWS, which notice shall (x) describe in reasonable detail the competing services that AWS or its Affiliates are then offering or intending in good faith to offer and the steps they have taken towards offering such services.

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