Common use of Disposition Procedures Clause in Contracts

Disposition Procedures. (a) From the date hereof until the Termination Date, the Sellers agree to sell the BE Aerospace Shares on such terms and conditions (and only on such terms and conditions), and at such times and utilizing such underwriters and brokers, as shall be directed and approved by the Purchaser in a written notice (a "Sale Notice") delivered to each Seller in accordance with Section 5. The Sellers agree not to sell any BE Aerospace Shares prior to the Termination Date other than pursuant to a Sale Notice. (b) Each Sale Notice (i) shall specify the terms upon which a sale is to be made, including price (which may be a range), date, and method of sale (underwritten offering, broker or private sale) and (ii) shall be delivered to each Seller or to the Escrow Agent (as applicable) no later than 12:00 Noon, one Business Day prior to the date of the proposed sale. (c) The Purchaser shall have no obligation under Section 2 with respect to any sale of BE Aerospace Shares (i) to any Affiliate of any Seller, or (ii) in connection with any transaction in violation of clause (a) of this Section 3.