Common use of Right of Participation in Sales Clause in Contracts

Right of Participation in Sales. (a) If at any time CCIC Member wishes to sell all or any portion of the CCIC HoldCo Interest to any person or entity other than BAM or any Affiliate of CCIC Member (the "CCIC HoldCo Interest Purchaser"), BAM shall have the right to offer for sale to the CCIC HoldCo Interest Purchaser, as a condition of such sale by CCIC Member, at the same price and on the same terms and conditions as involved in such sale by CCIC Member, the same proportion of the BAM HoldCo Interest as the proposed sale represents with respect to the CCIC HoldCo Interest. BAM shall notify CCIC Member of such intention as soon as practicable after receipt of the CCIC Offer made pursuant to Section 8.3, and in all events within thirty (30) days after receipt thereof. In the event that BAM elects to participate in such sale by CCIC Member, BAM shall communicate such election to CCIC Member, which communication shall be delivered in accordance with Section 11.5. CCIC Member and BAM shall sell to the CCIC HoldCo Interest Purchaser the CCIC HoldCo Interest proposed to be sold by CCIC Member and the BAM HoldCo Interest proposed to be sold by BAM, at not less than the price and upon other terms and conditions, if any, not more favorable to the CCIC HoldCo Interest Purchaser than those in the CCIC Offer provided by CCIC Member under Section 8.3 above; provided, however, that any purchase of less than all of the CCIC HoldCo Interest and the BAM HoldCo Interest by the CCIC HoldCo Interest Purchaser shall be made from CCIC Member and BAM pro rata based upon the amount offered to be sold by each. Any portion of the CCIC HoldCo Interest and the BAM HoldCo Interest sold pursuant to this Section 8.5(a) shall no longer be subject to the restrictions imposed by Sections 8.3 or 8.4 of this Operating Agreement or entitled to the benefit of this Section 8.5(a).

Appears in 2 contracts

Samples: Operating Agreement (Bell Atlantic Corp), Operating Agreement (Crown Castle International Corp)

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Right of Participation in Sales. (a) If at any time CCIC Bidder Member wishes to sell all or any portion of the CCIC Bidder HoldCo Interest to any person or entity other than BAM or any Affiliate of CCIC Member (the "CCIC Bidder HoldCo Interest Purchaser"), BAM shall have the right to offer for sale to the CCIC Bidder HoldCo Interest Purchaser, as a condition of such sale by CCIC Bidder Member, at the same price and on the same terms and conditions as involved in such sale by CCIC Bidder Member, the same proportion of the BAM HoldCo Interest as the proposed sale represents with respect to the CCIC Bidder HoldCo Interest. BAM shall notify CCIC Bidder Member of such intention as soon as practicable after receipt of the CCIC Bidder Offer made pursuant to Section 8.39.3, and in all events within thirty (30) days after receipt thereof. In the event that BAM elects to participate in such sale by CCIC Bidder Member, BAM shall communicate such election to CCIC Bidder Member, which communication shall be delivered by hand or mailed to the Bidder Member at the address set forth in accordance with Section 11.511.9 below. CCIC Bidder Member and BAM shall sell to the CCIC Bidder HoldCo Interest Purchaser the CCIC Bidder HoldCo Interest proposed to be sold by CCIC Bidder Member and the BAM HoldCo Interest proposed to be sold by BAM, at not less than the price and upon other terms and conditions, if any, not more favorable to the CCIC Bidder HoldCo Interest Purchaser than those in the CCIC Bidder Offer provided by CCIC Bidder Member under Section 8.3 9.3 above; provided, however, that any purchase of less than all of the CCIC Bidder HoldCo Interest and the BAM HoldCo Interest by the CCIC Bidder HoldCo Interest Purchaser shall be made from CCIC Bidder Member and BAM pro rata based upon the amount offered to be sold by each. Any portion of the CCIC Bidder HoldCo Interest and the BAM HoldCo Interest sold pursuant to this Section 8.5(a) 9.5 shall no longer be subject to the restrictions imposed by Sections 8.3 9.3 or 8.4 of this Operating Agreement 9.4 or entitled to the benefit of this Section 8.5(a9.5(a).

Appears in 1 contract

Samples: Formation Agreement (Bell Atlantic Corp)

Right of Participation in Sales. (a) If at any time CCIC Bidder Member wishes to sell all or any portion of the CCIC Bidder HoldCo Interest to any person or entity other than BAM or any Affiliate Xxxxxxxx (on behalf of CCIC Member the Xxxxxxxx Members) (the "CCIC Bidder HoldCo Interest Purchaser"), BAM Xxxxxxxx shall have the right to offer for sale to the CCIC Bidder HoldCo Interest Purchaser, as a condition of such sale by CCIC Bidder Member, at the same price and on the same terms and conditions as involved in such sale by CCIC Bidder Member, the same proportion of the BAM aggregate Xxxxxxxx HoldCo Interest as the proposed sale represents with respect to the CCIC Bidder HoldCo Interest. BAM Xxxxxxxx shall notify CCIC Bidder Member of such intention as soon as practicable after receipt of the CCIC Bidder Offer made pursuant to Section 8.3, and in all events within thirty (30) days after receipt thereof. In thereof in the event that BAM Xxxxxxxx elects to participate in such sale by CCIC Bidder Member, BAM Xxxxxxxx shall communicate such election to CCIC Bidder Member, which communication shall be delivered in accordance with Section 11.5. CCIC Bidder Member and BAM those Xxxxxxxx Members selected by Xxxxxxxx shall sell to the CCIC Bidder HoldCo Interest Purchaser the CCIC Bidder HoldCo Interest proposed to be sold by CCIC Bidder Member and the BAM Xxxxxxxx HoldCo Interest proposed to be sold by BAM, the Thrasher Members at not less than the price and upon other terms and conditions, if any, not more favorable to the CCIC Bidder HoldCo Interest Purchaser than those in the CCIC Bidder Offer provided by CCIC Bidder Member under Section 8.3 above; provided, however, that any purchase of less than all of the CCIC Bidder HoldCo Interest and the BAM Xxxxxxxx HoldCo Interest by the CCIC Bidder HoldCo Interest Purchaser shall be made from CCIC Bidder Member and BAM the Xxxxxxxx Members pro rata based upon the amount offered to be sold by each. Any portion of the CCIC Bidder HoldCo Interest and the BAM Xxxxxxxx HoldCo Interest sold pursuant to this Section 8.5(a) shall no longer be subject to the restrictions imposed by Sections 8.3 or 8.4 of this Operating Agreement or entitled to the benefit of this Section 8.5(a).

Appears in 1 contract

Samples: Operating Agreement (Crown Castle International Corp)

Right of Participation in Sales. (a) If at any time CCIC Member wishes to sell all or any portion of the CCIC HoldCo Interest to any person or entity other than BAM or any Affiliate of CCIC Member (the "β€œCCIC HoldCo Interest Purchaser"”), BAM shall have the right to offer for sale to the CCIC HoldCo Interest Purchaser, as a condition of such sale by CCIC Member, at the same price and on the same terms and conditions as involved in such sale by CCIC Member, the same proportion of the BAM HoldCo Interest as the proposed sale represents with respect to the CCIC HoldCo Interest. BAM shall notify CCIC Member of such intention as soon as practicable after receipt of the CCIC Offer made pursuant to Section 8.3, and in all events within thirty (30) days after receipt thereof. In the event that BAM elects to participate in such sale by CCIC Member, BAM shall communicate such election to CCIC Member, which communication shall be delivered in accordance with Section 11.5. CCIC Member and BAM shall sell to the CCIC HoldCo Interest Purchaser the CCIC HoldCo Interest proposed to be sold by CCIC Member and the BAM HoldCo Interest proposed to be sold by BAM, at not less than the price and upon other terms and conditions, if any, not more favorable to the CCIC HoldCo Interest Purchaser than those in the CCIC Offer provided by CCIC Member under Section 8.3 above; provided, however, that any purchase of less than all of the CCIC HoldCo Interest and the BAM HoldCo Interest by the CCIC HoldCo Interest Purchaser shall be made from CCIC Member and BAM pro rata based upon the amount offered to be sold by each. Any portion of the CCIC HoldCo Interest and the BAM HoldCo Interest sold pursuant to this Section 8.5(a) shall no longer be subject to the restrictions imposed by Sections 8.3 or 8.4 of this Operating Agreement or entitled to the benefit of this Section 8.5(a).

Appears in 1 contract

Samples: Operating Agreement (Crown Castle International Corp)

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Right of Participation in Sales. (a) If at any time CCIC Bidder Member wishes to sell all or any portion of the CCIC Bidder HoldCo Interest to any person or entity other than BAM or any Affiliate of CCIC Member (the "CCIC Bidder ------ HoldCo Interest Purchaser"), BAM shall have the right to offer for sale to the CCIC ------------------------- Bidder HoldCo Interest Purchaser, as a condition of such sale by CCIC Bidder Member, at the same price and on the same terms and conditions as involved in such sale by CCIC Bidder Member, the same proportion of the BAM HoldCo Interest as the proposed sale represents with respect to the CCIC Bidder HoldCo Interest. BAM shall notify CCIC Bidder Member of such intention as soon as practicable after receipt of the CCIC Bidder Offer made pursuant to Section 8.39.3, and in all events within thirty (30) days after receipt thereof. In the event that BAM elects to participate in such sale by CCIC Bidder Member, BAM shall communicate such election to CCIC Bidder Member, which communication shall be delivered by hand or mailed to the Bidder Member at the address set forth in accordance with Section 11.511.9 below. CCIC Bidder Member and BAM shall sell to the CCIC Bidder HoldCo Interest Purchaser the CCIC Bidder HoldCo Interest proposed to be sold by CCIC Bidder Member and the BAM HoldCo Interest proposed to be sold by BAM, at not less than the price and upon other terms and conditions, if any, not more favorable to the CCIC Bidder HoldCo Interest Purchaser than those in the CCIC Bidder Offer provided by CCIC Bidder Member under Section 8.3 9.3 above; provided, however, that any purchase of less than all of the CCIC Bidder HoldCo Interest and the BAM HoldCo Interest by the CCIC Bidder HoldCo Interest Purchaser shall be made from CCIC Bidder Member and BAM pro rata based upon the amount offered to be sold by each. Any portion of the CCIC Bidder HoldCo Interest and the BAM HoldCo Interest sold pursuant to this Section 8.5(a) 9.5 shall no longer be subject to the restrictions imposed by Sections 8.3 9.3 or 8.4 of this Operating Agreement 9.4 or entitled to the benefit of this Section 8.5(a9.5(a).

Appears in 1 contract

Samples: Formation Agreement (Crown Castle International Corp)

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