DIRECT OR INDIRECT OWNERSHIP OF, AND AN MCE DISCHARGE WITH RESPECT
TO, SUCH DISPUTED MCE SYSTEM (IT BEING UNDERSTOOD THAT, FOR PURPOSES OF THIS
SECTION 2.7(B), IF SELLER HAS THE RIGHT TO CAUSE THE TRANSFER OF GOOD AND
MARKETABLE TITLE TO THE ASSETS OF ANY MCE SYSTEM (FREE AND CLEAR OF ALL
ENCUMBRANCES OTHER THAN PERMITTED ENCUMBRANCES) TO BUYER (OR HAS OTHERWISE
ARRANGED FOR SUCH TRANSFER TO OCCUR AT THE MCE CLOSING TO THE REASONABLE
SATISFACTION OF BUYER), SUCH DISPUTED MCE SYSTEM SHALL BE DEEMED TO BE WHOLLY
OWNED BY SELLER) (AN "MCE RESOLUTION"). BUYER SHALL NOT HAVE ANY OBLIGATION TO
ENTER INTO AN MCE MANAGEMENT AGREEMENT UNLESS BUYER IS PROVIDED WITH REASONABLY
SATISFACTORY EVIDENCE OF (A) THE ENFORCEABILITY OF SUCH MCE MANAGEMENT AGREEMENT
FROM AND AFTER THE CLOSING, (B) THE AUTHORITY OF THE COUNTERPART(IES) TO ENTER
INTO AND PERFORM SUCH MCE MANAGEMENT AGREEMENT AND TO BIND SUCH DISPUTED MCE
SYSTEM AND (C) UNLESS THE MCE SYSTEM IS HELD BY SELLER OR THE LIABILITIES OF
SUCH DISPUTED MCE SYSTEMS UNDER THE APPLICABLE MCE MANAGEMENT AGREEMENT ARE
GUARANTEED BY SELLER, THE CREDITWORTHINESS OF SUCH MCE SYSTEM (OR SUCH OTHER
PERSON WHO OR SUCH INSTRUMENT THAT
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GUARANTEES THE LIABILITIES OF SUCH MCE SYSTEM PURSUANT TO THE APPLICABLE MCE
MANAGEMENT AGREEMENT). SELLER SHALL NOTIFY BUYER OF ANY MCE RESOLUTION AS
PROMPTLY AS PRACTICABLE AND IN ANY EVENT WITHIN THREE BUSINESS DAYS OF OBTAINING
ANY SUCH MCE RESOLUTION AND SHALL PROVIDE BUYER WITH SUCH INFORMATION AND
DOCUMENTATION RELATED THERETO AS BUYER REASONABLY REQUESTS.
(C)
AS TO ANY DISPUTED MCE SYSTEM THAT IS THE SUBJECT OF AN MCE
RESOLUTION THAT OCCURS PRIOR TO THE EXPIRATION OF THE MCE PERIOD, AND WITH
RESPECT TO WHICH (I) BUYER (OR ITS DESIGNEE) ENTERS INTO AN MCE MANAGEMENT
AGREEMENT THAT HAS NOT BEEN TERMINATED IN ACCORDANCE WITH ITS TERMS (OTHER THAN
BY SELLER AS A DIRECT RESULT OF A BREACH BY BUYER (OR ITS DESIGNEE)) OR REJECTED
AND REMAINS IN FULL FORCE AND EFFECT UNTIL THE COMPLETION OF THE MCE CLOSING (A
"BUYER MANAGED MCE SYSTEM") OR (II) BUYER (OR ITS DESIGNEE) DOES NOT ENTER INTO
SUCH AN MCE MANAGEMENT AGREEMENT BUT, WITHIN 60 DAYS OF SUCH MCE RESOLUTION,
BUYER MAKES AN ELECTION TO PURCHASE SUCH DISPUTED MCE SYSTEM, THE PARTIES AGREE
THAT SELLER SHALL SELL, OR CAUSE TO BE SOLD, TO BUYER AND BUYER SHALL PURCHASE
FROM SELLER (OR THE APPLICABLE TRANSFEROR WHICH SELLER CAUSES TO SELL) THE
ASSETS OF SUCH DISPUTED MCE SYSTEMS IN EXCHANGE FOR SHARES (THE "MCE PURCHASE
SHARES") OF PARENT CLASS A COMMON STOCK (WHERE EACH SUCH SHARE IS VALUED AT THE
PER SHARE VALUE OF THE PURCHASE SHARES) IN AN AMOUNT EQUAL TO THE ESTIMATED
FINAL MCE PURCHASE PRICE (TO THE EXTENT RELATED TO THE NET LIABILITIES
ADJUSTMENT AMOUNT IN RESPECT OF SUCH DISPUTED MCE SYSTEMS, DETERMINED IN
ACCORDANCE WITH SECTION 2.6(A) APPLIED MUTATIS MUTANDIS) TO BE DELIVERED BY
BUYER TO SELLER AT A SINGLE CLOSING (THE "MCE CLOSING"), PLUS ANY INTERIM
DIVIDENDS THEREON, THAT, SUBJECT TO SATISFACTION OF THE CONDITIONS