Common use of NBCU Right of First Offer Clause in Contracts

NBCU Right of First Offer. (a) So long as the NBCU Parties own the Minimum Investment, if the Company or any of its Subsidiaries at any time intends to effect a Station Transfer to any Person other than a wholly-owned Subsidiary of the Company (a “Station Third Party”), the Company shall first give written notice (a “Station Offer Notice”) to the NBCU Parties, stating the Company’s intention to make such a Station Transfer, the assets or securities proposed to be transferred, the proposed consideration sought for such assets or securities (the “Station Offer Price”) and in reasonable detail all other material terms and conditions upon which such Station Transfer is proposed. Notwithstanding the foregoing, the NBCU Parties shall not be entitled to a right of first offer with respect to the assets or securities of any Company Station that is not located in one of the fifty largest DMAs. (b) Upon receipt of the Station Offer Notice, the NBCU Parties shall have an option to purchase all of the assets or securities proposed to be transferred at the Station Offer Price and on the other material terms and condition set forth in the Station Offer Notice, which option may be exercised by written notice to the Company given within 45 days of the NBCU Parties’ receipt of the Station Offer Notice. (c) If the NBCU Parties exercise its option pursuant to Section 9.1(b), the closing of such purchase shall take place within 45 days of the date the NBCU Parties give notice of such exercise, except to the extent FCC approval is required or reasonably advisable for the transaction, in which case the closing shall take place as soon as practicable after receipt of final, non-appealable approval from the FCC. (d) If the NBCU Parties determine not to exercise its option, then for a period of 45 days from the earlier of (i) the expiration of the offer to the NBCU Parties and (ii) the receipt of written notice from the NBCU Parties stating that the NBCU Parties do not intend to exercise its option, or for such longer period required or reasonably advisable for FCC approval, the Company shall be free to sell the proposed assets or securities to the Station Third Party at a price equal to or greater than the Station Offer Price and on substantially the same terms as set forth in the Station Offer Notice.

Appears in 5 contracts

Samples: Master Transaction Agreement (Cig Media LLC), Stockholders’ Agreement (Ion Media Networks Inc.), Master Transaction Agreement (Cig Media LLC)

AutoNDA by SimpleDocs
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!