Common use of MANAGED CONNECTIVITY Clause in Contracts

MANAGED CONNECTIVITY. (a) In the event that Purchaser or its Affiliates intend to sell, assign, transfer or otherwise dispose of the Managed Connectivity Business or any part thereof (other than in connection with an MC Excluded Transaction) at any time on or prior to the fifth (5th) anniversary of the Closing Date, Purchaser shall notify Seller in writing of such intention (the “MC Offer Notice”), and following such notification Seller shall have the right (but no obligation) to make a bona fide offer in writing at any time within sixty (60) days following receipt of the MC Offer Notice (the “MC ROFO Period”) to Purchaser to repurchase the Managed Connectivity Business or such portion thereof (the “MC Offer”). In the event Seller makes an MC Offer within the MC ROFO Period, the Parties shall then negotiate in good faith for a period of an additional sixty (60) days (“MC Negotiation Period”) towards the execution of a repurchase agreement. None of Purchaser or any of its Affiliates shall make public their intention to sell, assign, transfer or otherwise dispose of the Managed Connectivity Business or any part thereof (i) prior to the delivery of an MC Offer Notice and the expiration of the MC ROFO Period associated therewith and (ii) in the event of an MC Offer within the MC ROFO Period, prior to the expiration of the MC Negotiation Period. (b) If Seller does not make an MC Offer during the MC ROFO Period, then Purchaser may offer to sell, assign, transfer or dispose the Managed Connectivity Business to any other Person at any price and on any terms. If Seller does make an MC Offer but the parties do not execute a repurchase agreement with respect thereto during the MC Negotiation Period, or a mutually agreed extension of time, so long as Purchaser has negotiated in good faith with respect thereto during such MC Negotiation Period, then Purchaser may offer to sell, assign, transfer or dispose the Managed Connectivity Business to any other Person at a price higher than set forth in the MC Offer and on other terms at least as favorable to Purchaser as those contemplated by the MC Offer (as such MC Offer may be amended during such MC Negotiation Period). (c) If Purchaser decides at any time to discontinue the Managed Connectivity Business or any portion thereof, without transferring it to a third party, Purchaser shall notify Seller promptly in writing no less than 30 days prior to such discontinuation and shall negotiate in good faith with Seller with respect to the potential acquisition of the Managed Connectivity Business or such portion thereof by Seller or its Affiliates. If Seller does not make an offer during such 30 day period to purchase the Managed Connectivity Business or applicable portion thereof, then Purchaser may then discontinue the Managed Connectivity Business or the applicable portion thereof. If Seller does make an offer during such 30 day period to purchase the Managed Connectivity Business or applicable portion thereof but the parties do not execute a repurchase agreement with respect thereto during the 120 day period following the date of such offer (or a mutually agreed extension of time), so long as Purchaser has negotiated in good faith with respect thereto during such period, then Purchaser may then discontinue the Managed Connectivity Business or the applicable portion thereof. (d) For purposes of this Section 5.27, an “MC Excluded Transaction” means (i) any sale, assignment, transfer or other disposition of the Managed Connectivity Business to an Affiliate of Purchaser (which Affiliate agrees to continue to be bound by this Section 5.27) or (ii) any sale, assignment, transfer or other disposition of the Managed Connectivity Business as a part of the sale, assignment, transfer or other disposition of another business of Purchaser; provided, that, the annual revenue (based on the most recently available annual consolidated financial statements of Purchaser at the time of such sale, assignment, transfer or other disposition) of the Managed Connectivity Business immediately prior to the time of such sale, assignment, transfer or other disposition is 25% or less of the aggregate annual revenue (based on the most recently available annual consolidated financial statements of Purchaser at the time of such sale, assignment, transfer or other disposition) of all the businesses being sold by Purchaser.