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

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

Appears in 1 contract

Samples: Operating Agreement (Crown Castle International 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 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). (b) If at any time BAM wishes to sell all or any portion of the BAM HoldCo Interest to any person or entity other than CCIC Bidder Member or Xxxx Atlantic Corporation or any other Affiliate of BAM (the "BAM HoldCo Interest ------------------- Purchaser"), CCIC Bidder Member shall have the right to offer for sale to the BAM --------- HoldCo Interest Purchaser, as a condition of such sale by BAM, at the same price and on the same terms and conditions as involved in such sale by BAM, the same proportion of the CCIC Bidder HoldCo Interest as the proposed sale represents with respect to the BAM HoldCo Interest. CCIC Bidder Member shall notify BAM of such intention as soon as practicable after receipt of the BAM Offer made pursuant to Section 8.49.4, and in all events within thirty (30) days after receipt thereof. In the event that CCIC Bidder Member elects to participate in such sale by BAM, CCIC Bidder Member shall communicate such election to BAM, which communication shall be delivered by hand or mailed to BAM at the address set forth in accordance with Section 11.511.9 below. BAM and CCIC Bidder Member shall sell to the BAM HoldCo Interest Purchaser the BAM HoldCo Interest proposed to be sold by BAM and the CCIC Bidder HoldCo Interest proposed to be sold by CCIC Bidder Member, at not less than the price and upon other terms and conditions, if any, not more favorable to the BAM HoldCo Interest Purchaser than those in the BAM Offer provided by BAM under Section 8.4 9.4 above; provided, however, that any purchase of less than all of the BAM HoldCo Interest and the CCIC Bidder HoldCo Interest by the BAM HoldCo Interest Purchaser shall be made from BAM and CCIC Bidder Member pro rata based upon the amount offered to be sold by each. Any portion of the BAM HoldCo Interest and the CCIC Bidder HoldCo Interest sold pursuant to this Section 8.5(b) 9.5 shall no longer be subject to the restrictions imposed by Sections 8.3 9.3 or 8.4 9.4 or entitled to the benefit of this Section 8.5(b9.5(b).

Appears in 1 contract

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

Appears in 1 contract

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

Appears in 1 contract

Samples: Operating Agreement (Crown Castle International Corp)

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