Common use of RIGHT OF FIRST REFUSAL UPON SALE OF FCC LICENSES Clause in Contracts

RIGHT OF FIRST REFUSAL UPON SALE OF FCC LICENSES. (i) If (i) at any time the FCC modifies its rules to permit the sale, assignment or transfer of the FCC Licenses to for-profit entities (an "FCC Transfer Decision"), and Licensee chooses, in its sole discretion to sell, assign or transfer one or more of the FCC Licenses to a for profit entity (other than a for-profit entity that is an Affiliate of Licensee) (collectively such sale, assignment or transfer, a "FCC Licenses Sale"), or (ii) Licensee chooses, in its sole discretion to sell, assign or transfer one or more of the FCC Licenses to a not-for-profit entity (other than a not-for-profit entity that is an Affiliate of Licensee) ("Not-for-Profit Transfer"), then the following provisions shall apply with respect to each such FCC License: (ii) Licensee shall deliver to Operator a written notice ("Transfer Notice"), which notice shall (A) state Licensee's intention to make a FCC Licenses Sale or Not-for-Profit Transfer of one or more FCC Licenses to one or more qualified Persons, a description of the FCC License involved, the purchase price therefore and a summary of the other material terms of the proposed FCC Licenses Sale or Not-for-Profit Transfer (as applicable) and (B) offer, in accordance with this SUBPARAGRAPH 10(c), to Operator (x) the option to acquire the applicable FCC License(s) upon the terms and subject to the conditions of the proposed FCC Licenses Sale as set forth in the Transfer Notice (the "FCC Licenses Sale Offer"), or (y) the option to designate a FCC qualified entity to acquire the applicable FCC License(s) upon the terms and subject to the conditions of the proposed Not-for-Profit Transfer as set forth in the Transfer Notice (the "FCC Transfer Offer"). The FCC Licenses Sale Offer or FCC Transfer Offer, as applicable, shall remain open and irrevocable for the periods set forth below (and, to the extent the FCC Licenses Sale Offer or FCC Transfer Offer is accepted during such periods, until the consummation of the FCC Licenses Sale or the Not-for Profit Transfer as contemplated by the FCC Licenses Sale Offer or the FCC Transfer Offer, as applicable). Operator (or its FCC qualified designee with respect to an FCC Transfer Offer) shall have the right and option, for a period of forty-five (45) days after receipt of the Transfer Notice ("Acceptance Period"), to accept the FCC Licenses Sale Offer or the FCC Transfer Offer, as applicable, on the terms stated in the Transfer Notice. Such acceptance shall be made by delivering a written notice of such acceptance to Licensee within the Acceptance Period. (iii) If the acceptance of the FCC Licenses Sale Offer or FCC Transfer Offer, as applicable, is not delivered pursuant to SUBPARAGRAPH 10(c)(ii) within the Acceptance Period, then Licensee may sell, assign or transfer the applicable FCC License so offered for sale, assignment or transfer in the Transfer Notice and not so accepted, at a price not less than the price and on the terms, taken as a whole, no more favorable to the purchaser thereof than the price and terms stated in the Transfer Notice at any time within one hundred twenty (120) days after the expiration of the Acceptance Period (the "Licensee Transfer Period"). In the event that the applicable FCC License is not sold, assigned or transferred by Licensee during the Licensee Transfer Period, the right of Licensee to sell, assign, or transfer such FCC License shall expire and the obligations of this SUBPARAGRAPH 10(c) shall be reinstated; provided, however, that in the event that Licensee determines, at any time during the Licensee Transfer Period, that the sale , assignment or transfer of the FCC License on the terms set forth in the Transfer Notice is impractical, then Licensee may terminate the offer and reinstate the procedure provided in this SUBPARAGRAPH 10(c) without waiting for the expiration of the Licensee Transfer Period. (iv) All transfers of FCC Licenses to Operator that are subject to a Transfer Notice pursuant to this Agreement shall be consummated contemporaneously at the offices of Operator on a mutually satisfactory Business Day within thirty (30) days following the expiration of the Sale Acceptance Period or, if later, the fifth business day following the receipt of any regulatory approvals.

RIGHT OF FIRST REFUSAL UPON SALE OF FCC LICENSES. (i) If (i) at any time the FCC modifies its rules to permit the sale, assignment or transfer of the FCC Licenses to for-profit entities (an "FCC Transfer Decision"), and Licensee chooses, in its sole discretion to sell, assign or transfer one or more of the FCC Licenses to a for profit entity (other than a for-profit entity that is an Affiliate of Licensee) (collectively such sale, assignment or transfer, a "FCC Licenses Sale"), or (ii) Licensee chooses, in its sole discretion to sell, assign or transfer one or more of the FCC Licenses to a not-for-for- profit entity (other than a not-for-profit entity that is an Affiliate of Licensee) ("Not-for-Profit Transfer"), then the following provisions shall apply with respect to each such FCC License: (ii) Licensee shall deliver to Operator a written notice ("Transfer Notice"), which notice shall (A) state Licensee's intention to make a FCC Licenses Sale or Not-for-Profit Transfer of one or more FCC Licenses to one or more qualified Persons, a description of the FCC License involved, the purchase price therefore and a summary of the other material terms of the proposed FCC Licenses Sale or Not-for-Profit Transfer (as applicable) and (B) offer, in accordance with this SUBPARAGRAPH 10(c), to Operator (x) the option to acquire the applicable FCC License(s) upon the terms and subject to the conditions of the proposed FCC Licenses Sale as set forth in the Transfer Notice (the "FCC Licenses Sale Offer"), or (y) the option to designate a FCC qualified entity to acquire the applicable FCC License(s) upon the terms and subject to the conditions of the proposed Not-for-Profit Transfer as set forth in the Transfer Notice (the "FCC Transfer Offer"). The FCC Licenses Sale Offer or FCC Transfer Offer, as applicable, shall remain open and irrevocable for the periods set forth below (and, to the extent the FCC Licenses Sale Offer or FCC Transfer Offer is accepted during such periods, until the consummation of the FCC Licenses Sale or the Not-for Profit Transfer as contemplated by the FCC Licenses Sale Offer or the FCC Transfer Offer, as applicable). Operator (or its FCC qualified designee with respect to an FCC Transfer Offer) shall have the right and option, for a period of forty-five (45) days after receipt of the Transfer Notice ("Acceptance Period"), to accept the FCC Licenses Sale Offer or the FCC Transfer Offer, as applicable, on the terms stated in the Transfer Notice. Such acceptance shall be made by delivering a written notice of such acceptance to Licensee within the Acceptance Period. (iii) If the acceptance of the FCC Licenses Sale Offer or FCC Transfer Offer, as applicable, is not delivered pursuant to SUBPARAGRAPH 10(c)(ii) within the Acceptance Period, then Licensee may sell, assign or transfer the applicable FCC License so offered for sale, assignment or transfer in the Transfer Notice and not so accepted, at a price not less than the price and on the terms, taken as a whole, no more favorable to the purchaser thereof than the price and terms stated in the Transfer Notice at any time within one hundred twenty (120) days after the expiration of the Acceptance Period (the "Licensee Transfer Period"). In the event that the applicable FCC License is not sold, assigned or transferred by Licensee during the Licensee Transfer Period, the right of Licensee to sell, assign, or transfer such FCC License shall expire and the obligations of this SUBPARAGRAPH 10(c) shall be reinstated; provided, however, that in the event that Licensee determines, at any time during the Licensee Transfer Period, that the sale , assignment or transfer of the FCC License on the terms set forth in the Transfer Notice is impractical, then Licensee may terminate the offer and reinstate the procedure provided in this SUBPARAGRAPH 10(c) without waiting for the expiration of the Licensee Transfer Period. (iv) All transfers of FCC Licenses to Operator that are subject to a Transfer Notice pursuant to this Agreement shall be consummated contemporaneously at the offices of Operator on a mutually satisfactory Business Day within thirty (30) days following the expiration of the Sale Acceptance Period or, if later, the fifth business day following the receipt of any regulatory approvals.