Impasses. If at any time after the third anniversary of this Agreement, the board of Shareholders (as applicable) reach an impasse, which impasse, if unresolved, precludes the continuing performance by NewCo under any material contract to which it is a party or the operation of any significant part of NewCo’s business, and such impasse is not resolved within fifteen (15) calendar days thereafter, the issue shall immediately be referred to the chief executives (or similar officers) of the Shareholders for resolution. If these individuals are unable to agree upon a resolution within fifteen (15) calendar days after referral of such impasse to them, then an impasse is deemed to have been reached. If an impasse is reached, either PriceSmart or Gigante may offer to purchase the other’s interests in NewCo and its subsidiaries (“Buy-Sell Offer”). Within fifteen days after receipt of the Buy-Sell Offer, the offeree Shareholder must elect, by written notice to the offeror Shareholder, either (a) to sell the offeree Shareholder’s Shares to the offeror Shareholder at the price per share specified in the Buy-Sell Offer, or (b) to purchase the offeror Shareholder’s shares at the price per share specified in the Buy-Sell Offer. Any such transaction shall close on the latter of sixty (60) calendar days following receipt of the Buy-Sell Offer or the date on which all necessary approvals are received, with payment to be made in accordance with Section 12.2 and the purchasing party having the rights specified in Section 12.3 or 12.4, as the case may be. If the offeree Shareholder fails to respond to this Buy-Sell Offer, within the allotted time, the offeror Shareholder shall have the right to seek specified performance of a sale of the offeree Shareholder’s shares at ten percent (10%) less than the Buy-Sell offer.
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Impasses. If at any time after the third second anniversary of this Agreement, the board of or Shareholders (as applicable) reach an impasse, which impasse, if unresolved, precludes the continuing performance by NewCo under any material contract to which it is a party or the operation of any significant part of NewCo’s 's business, and such impasse is not resolved within fifteen (15) calendar days thereafter, the issue shall immediately be referred to the chief executives (or similar officers) of the Shareholders for resolution. If these individuals are unable to agree upon a resolution within fifteen (15) calendar days after referral of such impasse to them, then an impasse is deemed to have been reached. If an impasse is reached, either PriceSmart or Gigante may offer to purchase the other’s 's interests in NewCo and its subsidiaries (“"Buy-Sell Offer”"). Within fifteen days after receipt of the Buy-Sell Offer, the offeree Shareholder must elect, by written notice to the offeror Shareholder, either (a) to sell the offeree Shareholder’s 's Shares to the offeror Shareholder at the price per share specified in the Buy-Sell Offer, or (b) to purchase the offeror Shareholder’s 's shares at the price per share specified in the Buy-Sell Offer. Any such transaction shall close on the latter of sixty (60) calendar days following receipt of the Buy-Sell Offer or the date on which all necessary approvals are received, with payment to be made in accordance with Section 12.2 and the purchasing party having the rights specified in Section 12.3 or 12.4, as the case may be. If the offeree Shareholder fails to respond to this Buy-Sell Offer, within the allotted time, the offeror Shareholder shall have the right to seek specified specific performance of a sale of the offeree Shareholder’s 's shares at ten percent (10%) less than the Buy-Sell offer.
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