10-044 - Tukwila et al - Sharing of Fiber Optic Installation Projects

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I. PARTICIPATING AGENCIES RIGHT OF FIRST REFUSAL Terms and Conditions for Sharing of Fiber Optic Installation Projects all Participating Agencies, whom are also granted right of first refusal regardless of circumstances of the sale. Before any allocated fibers held by a Participating Agency may be sold or otherwise transferred (including transfer by gift or operation of law), the other Participating Agencies, either individually or collectively, shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this section. (a) Notice of Proposed Transfer. The selling Participating Agency shall deliver to all Participating Agencies a written notice stating: (i) the bona fide intention to sell or otherwise transfer such allocated fibers; (ii) the name of each proposed purchaser or other transferee; (iii) the number of fibers to be transferred to each proposed transferee; (iv) the bona fide cash price or other consideration for which the selling Participating Agency proposes to transfer the allocated fibers and the material terms and conditions of the proposed transfer (the "Offered Terms and (b) offer the allocated fibers at the Offered Terms to the other Participating Agencies. (b) Exercise of Right of First Refusal. At any time within 60 days after receipt of the notice, the other Participating Agencies, either individually or collectively, may, by giving written notice to the selling Participating Agency, elect to purchase all, but not less than all, of the allocated fibers proposed to be transferred to any one or more of the proposed transferees, at the purchase price and on the terms determined in accordance with subsection (c) below. (c) Purchase Price. The purchase of the allocated fibers by the other Participating Agencies, either individually or collectively, under this section shall be identical in all material respects to the Offered Terms. (d) Payment. Payment of the purchase price shall be made in accordance with the Offered Terms, within ninety (90) days after delivery of the written notice by the other Participating Agencies, either individually or collectively, as set forth in (b) above. (e) Right to Transfer. If all allocated fibers proposed in the notice to be transferred to a given proposed transferee are not purchased by the other Participating Agencies, either individually or collectively, the Participating Agency may sell or otherwise transfer such allocated fibers to that proposed transferee, provided that such sale or other transfer is consummated within 10