Upstream Change of Control Sample Clauses

Upstream Change of Control. Until the date that is four years from the Effective Date, within 180 days of an Upstream Change of Control with respect to any Member or, in the case of the ECP Members and ADA-ES, any group of Members (the “Triggering Party”), the ECP Members in the event of an Upstream Change of Control of ADA-ES or any Complete Transferee thereof, or ADA-ES in the event of an Upstream Change of Control of the ECP Members or any Complete Transferee thereof (such Member or Members, the “Non-Triggering Party”), will have the right to notify the Triggering Party in writing that it is invoking the provisions of this Section 10.7(b). Within 30 days of its receipt of such notice, the Triggering Party will specify in writing to the Non-Triggering Party a single price that it determines to be the aggregate dollar amount that the Triggering Party would be willing to receive in respect of the sale of all of the Triggering Party’s Membership Interests. Within 30 days after the Non-Triggering Party’s receipt of such price from the Triggering Party, the Non-Triggering Party shall have the option to (i) purchase all, but not less than all, of the Triggering Party’s aggregate Membership Interests at the specified price, (ii) sell to the Triggering Party all, but not less than all, of the Non-Triggering Party’s Membership Interests at the same price (pro rated based upon the aggregate Percentage Interests held by the Triggering Party and Non-Triggering Party, respectively, and without regard to any minority discount, control premium or other discount or premium) or (iii) take no action. In the event that the Non-Triggering Party elects to exercise its option pursuant to either clause (i) or (ii) above, the Triggering Party shall be obligated to sell all of its Membership Interests to, or buy all of the Membership Interests of, the Non-Triggering Party, as the case may be. The Triggering Party and the Non-Triggering Party shall use commercially reasonable efforts to consummate the transactions contemplated within 120 days, subject to extension to the extent necessary to satisfy applicable regulatory approvals, following the Non-Triggering Party’s election under either clause (i) or (ii) above.