Common use of Transfer Transaction Election Clause in Contracts

Transfer Transaction Election. Within 20 days after the ----------------------------- delivery or deemed delivery of the Parent Rejection Notice, the Stockholders (acting as a group) may, by written notice to Parent delivered within such 20 day period, (the "Second Election Notice") require Parent to transfer the stock or assets of the Companies to the designees named in the Second Election Notice in a transaction (the "Transfer Transaction") structured to (i) relieve Parent and its affiliates of any liability on the then remaining indebtedness attributable to the financing of the transaction contemplated hereby; provided, however, that professional fees or related costs for underwriting, legal, accounting, tax, financial, insurance or consulting services shall not be included in calculating any liability contemplated by this clause (i), (ii) take into account any capital Parent invested in/or withdrew from the Companies (other than for debt service on the foregoing) from the date hereof to the closing of the Transfer Transaction, and (iii) relieve Parent from or otherwise satisfy any income tax consequences to Parent from the Transfer Transaction. The terms of the Transfer Transaction will be such that Parent will receive no economic benefit or detriment therefrom. The Second Election Notice will contain the addresses of the designee named therein and all of the proposed terms (including the consideration payable to Parent or the Companies) of the Transfer Transaction. The proposed terms of the Transfer Transaction contained in the Second Election Notice shall be final, conclusive and binding for purposes of this Agreement unless Parent shall deliver to the Stockholders a written notice of disagreement ("Notice of Objection") with any such proposed terms within 20 business days following receipt of the Second Election Notice, specifying in reasonable detail the nature and extent of such disagreement. If within 10 business days following receipt by the Stockholders of a Notice of Objection, Parent and the Stockholders are unable to resolve any disagreement with respect to the proposed terms of the Transfer Transaction as set forth in the Second Election Notice, the disagreement shall be submitted for resolution to Ernst & Young (the "Accountants"), who shall resolve the issues in dispute, and giving effect to such resolution, determine the final terms of the Transfer Transaction. The Accountants shall act as an arbitrator to determine and resolve only those issues in dispute. The Accountants' resolution shall (a) be made within 30 days of the submission of the dispute to them, (b) be in accordance with this Agreement, (c) be set forth in a written statement delivered to Parent and the Stockholders, (d) set forth the final terms of the Transfer Transaction, and (e) be final, conclusive and binding for purposes of this Agreement.

Transfer Transaction Election. Within 20 days after the ----------------------------- delivery or deemed delivery of the Parent Second Rejection Notice, the Stockholders (acting as a group) may, by written notice to Parent delivered within such 20 day period, period (the "Second Fourth Election Notice") require Parent to transfer the stock or assets of the Companies Company to the designees named in the Second Third Election Notice in a transaction (the "" Transfer Transaction") structured to (i) relieve Parent and its affiliates of any liability on the then remaining indebtedness attributable to the financing of the transaction transactions contemplated hereby; provided, however, that professional fees or related costs for underwriting, legal, accounting, tax, financial, insurance or consulting services shall not be included in calculating any liability contemplated by this clause (i), hereby (ii) take into account any capital Parent invested in/or withdrew from the Companies Company (other than for debt service on the foregoing) from the date hereof to the closing of the Transfer Transaction, and (iii) relieve Parent from or otherwise satisfy any income tax consequences to Parent from the Transfer Transaction. The terms of the Transfer Transaction will be such that Parent will receive no economic benefit or detriment therefrom. The Second Fourth Election Notice will contain the addresses of the designee named therein and all of the proposed terms (including the consideration payable to Parent or the CompaniesCompany) of the Transfer Transaction. The proposed terms of the Transfer Transaction contained in the Second Fourth Election Notice shall be final, conclusive and binding for purposes of this Agreement unless Parent shall deliver to the Stockholders a written notice of disagreement ("Second Notice of Objection") with any such proposed terms within 20 business days following receipt of the Second Election Notice, specifying in reasonable detail the nature and extent of such disagreement. If within 10 business days following receipt by the Stockholders of a Second Notice of Objection, Parent and the Stockholders are unable to resolve any disagreement with respect to the proposed terms of the Transfer Transaction as set forth in the Second Fourth Election Notice, the disagreement shall be submitted for resolution to Ernst & Young (the "Accountants"), who shall resolve the issues in dispute, and giving effect to such resolution, determine the final terms of the Transfer Transaction. The Accountants shall act as an arbitrator to determine and resolve only those issues in dispute. The Accountants' resolution shall (a) be made within 30 days of the submission of the dispute to them, (b) be in accordance with this Agreement, (c) be set forth in a written statement delivered to Parent and the Stockholders, (d) set forth the final terms of the Transfer Transaction, and (e) be final, conclusive and binding for purposes of this Agreement.

Transfer Transaction Election. Within 20 days after the ----------------------------- delivery or deemed delivery of the Parent Transferee Second Rejection Notice, the Stockholders (acting as a group) Transferor may, by written notice to Parent Transferee delivered within such 20 day period, period (the "Second Fourth Election Notice") require Parent Transferee to transfer the stock or assets of the Companies Company to the designees named in the Second Third Election Notice in a transaction (the "1 Transfer Transaction") structured to (i) relieve Parent Transferee and its affiliates of any liability on the then remaining indebtedness attributable to the financing of the transaction transactions contemplated hereby; provided, however, that professional fees or related costs for underwriting, legal, accounting, tax, financial, insurance or consulting services shall not be included in calculating any liability contemplated by this clause (i), hereby (ii) take into account any capital Parent Transferee invested in/or withdrew from the Companies Company (other than for debt service on the foregoing, but including charges for corporate overhead paid to Transferee or any of its affiliates) from the date hereof to the closing of the Transfer Transaction, and (iii) relieve Parent Transferee from or otherwise satisfy any income tax consequences to Parent Transferee from the Transfer Transaction. The terms of the Transfer Transaction will be such that Parent Transferee will receive no economic benefit or detriment therefrom. The Second Fourth Election Notice will contain the addresses of the designee named therein and all of the proposed terms (including the consideration payable to Parent Transferee or the CompaniesCompany) of the Transfer Transaction. The proposed terms of the Transfer Transaction contained in the Second Fourth Election Notice shall be final, conclusive and binding for purposes of this Agreement unless Parent Transferee shall deliver to the Stockholders Transferor a written notice of disagreement ("Second Notice of Objection") with any such proposed terms within 20 business days following receipt of the Second Fourth Election Notice, specifying in reasonable detail the nature and extent of such disagreement. If within 10 business days following receipt by the Stockholders Transferor of a Second Notice of Objection, Parent Transferee and the Stockholders Transferor are unable to resolve any disagreement with respect to the proposed terms of the Transfer Transaction as set forth in the Second Fourth Election Notice, the disagreement shall be submitted for resolution to Ernst & Young (the "Arbitrating Accountants"), pursuant to Section 1.3, who shall resolve the issues in dispute, and giving effect to such resolution, determine the final terms of the Transfer Transaction. The Arbitrating Accountants shall act as an arbitrator to determine and resolve only those issues in dispute. The Arbitrating Accountants' resolution shall (a) be made within 30 days of the submission of the dispute to them, (b) be in accordance with this Agreement, (c) be set forth in a written statement delivered to Parent Transferee and the StockholdersTransferor, (d) set forth the final terms of the Transfer Transaction, and (e) be final, conclusive and binding for purposes of this Agreementsubject to appeal only through the arbitration procedure described in Section 4.7.3.

Transfer Transaction Election. Within 20 days after the ----------------------------- delivery or deemed delivery of the Parent Rejection Notice, the Stockholders (acting as a group) Attorney-in-Fact may, by written notice to Parent delivered within such 20 day period, (the "Second Election Notice") require Parent to transfer the stock or assets of the Companies Company to the designees named in the Second Election Notice in a transaction (the "Transfer Transaction") structured to (ia) relieve Parent and its affiliates of any liability on the then remaining indebtedness attributable to the financing of the transaction transactions contemplated hereby; provided, however, that professional fees or related costs for underwriting, legal, accounting, tax, financial, insurance or consulting services shall not be included hereby (including the matters referred to in calculating any liability contemplated by this clause (iArticles 4 and 5), (iib) take into account any capital Parent invested in/or withdrew from the Companies Company (other than for debt service on the foregoing) from the date hereof Closing Date to the closing of the Transfer Transaction, and (iiic) relieve Parent from or otherwise satisfy any income tax consequences to Parent from the Transfer Transaction. The terms of the Transfer Transaction will be such that Parent will receive no economic benefit or detriment therefrom. The Second Election Notice will contain the addresses of the designee designees named therein and all of the proposed terms (including the consideration payable to Parent or the CompaniesCompany) of the Transfer Transaction. The proposed terms of the Transfer Transaction contained in the Second Election Notice shall be final, conclusive and binding for purposes of this Agreement unless Parent shall deliver to the Stockholders Attorney-in-Fact a written notice of disagreement ("Notice of Objection") with any such proposed terms within 20 business days following receipt of the Second Election Notice, specifying in reasonable detail the nature and extent of such disagreement. If within 10 business days following receipt by the Stockholders Attorney- in-Fact of a Notice of Objection, Objection Parent and the Stockholders Attorney-in-Fact are unable to resolve any disagreement with respect to the proposed terms of the Transfer Transaction as set forth in the Second Election Notice, the disagreement shall be submitted for resolution to Ernst & Young (the "Neutral Accountants"), who shall resolve the issues in dispute, and giving effect to such resolution, determine the final terms of the Transfer Transaction. The Neutral Accountants shall act as an arbitrator to determine and resolve only those issues in dispute. The Neutral Accountants' resolution shall (ai) be made within 30 days of the submission of the dispute to them, (bii) be in accordance with this Agreement, (ciii) be set forth in a written statement delivered to Parent and the StockholdersAttorney-in-Fact, (div) set forth the final terms of the Transfer Transaction, and (ev) be final, conclusive and binding for purposes of this Agreement.

Transfer Transaction Election. Within 20 days after the ----------------------------- delivery or deemed delivery of the Parent Rejection Notice, the Stockholders (acting as a group) may, by joint written notice to Parent delivered within such 20 day period, (the "Second Election Notice") require Parent to transfer the stock or assets of the Companies Company to the designees named in the Second Election Notice in a transaction (the "Transfer Transaction") structured to (i) relieve Parent and its affiliates of any liability on the then remaining indebtedness attributable to the financing of the transaction transactions contemplated hereby; provided, however, that professional fees or related costs for underwriting, legal, accounting, tax, financial, insurance or consulting services shall not be included in calculating any liability contemplated by this clause (i), hereby (ii) take into account any capital Parent invested in/or withdrew from the Companies Company (other than for debt service on the foregoing) from the date hereof to the closing of the Transfer Transaction, and (iii) relieve Parent from or otherwise satisfy any income tax consequences to Parent from the Transfer Transaction. The terms of the Transfer Transaction will be such that Parent will receive no economic benefit or detriment therefrom. The Second Election Notice will contain the addresses of the designee named therein and all of the proposed terms (including the consideration payable to Parent or the CompaniesCompany) of the Transfer Transaction. The proposed terms of the Transfer Transaction contained in the Second Election Notice shall be final, conclusive and binding for purposes of this Agreement unless Parent shall deliver to the Stockholders a written notice of disagreement ("Notice of Objection") with any such proposed terms within 20 business days following receipt of the Second Election Notice, specifying in reasonable detail the nature and extent of such disagreement. If within 10 business days following receipt by the Stockholders of a Notice of Objection, Parent and the Stockholders are unable to resolve any disagreement with respect to the proposed terms of the Transfer Transaction as set forth in the Second Election Notice, the disagreement shall be submitted for resolution to Ernst & Young (the "Independent Accountants"), who shall resolve the issues in dispute, and giving effect to such resolution, determine the final terms of the Transfer Transaction. The Independent Accountants shall act as an arbitrator to determine and resolve only those issues in dispute. The Independent Accountants' resolution shall (a) be made within 30 days of the submission of the dispute to them, (b) be in accordance with this Agreement, (c) be set forth in a written statement delivered to Parent and the Stockholders, (d) set forth the final terms of the Transfer Transaction, and (e) be final, conclusive and binding for purposes of this Agreement.