Common use of Membership Interest Purchase Agreement Clause in Contracts

Membership Interest Purchase Agreement. The City and Buyer may, at City’s election, enter into a Membership Interest Purchase Agreement pursuant to which the City may use some of its designated closing proceeds or other funds as determined at the election of the City to purchase up to 33% of the voting membership interests of Buyer. The purchase price for such membership interest shall be based on the Purchase Price set forth herein. The final documents to be executed in connection with this sale will include certain minority protections, including without limitation, the right to appoint a Board member to the Board of Managers of Buyer (provided the City elects to purchase at least 7.5% of Buyer and such appointee has a strong background in telecommunications, business and/or finance) and a right to redeem its interests based upon an annual valuation by an independent third party with notice provisions consistent with the Schurz’s existing company policy (provided however that such minimum purchase price shall be based on an established EBITDA multiple of 6.0) as a floor without discount for marketability and minority. Buyer agrees that the City may elect to enter into such Membership Interest Agreement, at any time, within the later of (i) one year following the Closing of this Agreement or (ii) within 60 days following receipt of the new CPGs.

Membership Interest Purchase Agreement. The City and Buyer may, at City’s election, enter into a Membership Interest Purchase Agreement pursuant to which the City may use some of its designated closing proceeds or other funds as determined at the election of the City to purchase up to 33% of the voting membership interests of Buyer. The purchase price for such membership interest shall be based on the Purchase Price set forth herein. The final documents to be executed in connection with this sale will include certain minority protections, including without limitation, the right to appoint a Board member to the Board of Managers of Buyer (provided the City elects to purchase at least 7.5% of Buyer and such appointee has a strong background in telecommunications, business and/or finance) and a right to redeem its interests based upon an annual valuation by an independent third party with notice provisions consistent with the Schurz’s existing company policy (provided however that such minimum purchase price shall be based on an established EBITDA multiple of 6.0) as a floor without discount for marketability and minority. Buyer Xxxxx agrees that the City may elect to enter into such Membership Interest Agreement, at any time, within the later of (i) one year following the Closing of this Agreement or (ii) within 60 days following receipt of the new CPGs.