Common use of Recapture Right Clause in Contracts

Recapture Right. (a) Pursuant to the terms of this Section 17.1, during the [***] Sprint may elect to terminate a portion of this Agreement as it relates to certain Spectrum and, subject to the receipt of any required consents or other contractual obligations of Operator with respect to any Operator Controlled Spectrum, to acquire certain Operator Controlled Spectrum in Closed Markets. As used herein, the term "recapture" refers to Sprint's right to terminate this Agreement as to such Spectrum and, subject to the receipt of any required consents or other contractual obligations of Operator with respect to any Operator Controlled Spectrum to acquire such Operator Controlled Spectrum. At any time during the [***] Sprint may from time to time, by providing written notice of Sprint's intent to exercise its recapture rights with respect to a closed Market (a "Recapture Notice"), elect to recapture up to approximately [***] of the total Spectrum and Operator Controlled Spectrum, excluding any Operator Controlled Spectrum that Sprint has elected to exclude pursuant to Section 17.l(h)(iv), in each Closed Market as of the Closing of such Closed Market plus any additional Spectrum or Operator Controlled Spectrum in such Closed Market which after such Closing became subject to this Agreement, less any Spectrum or Operator Controlled Spectrum which is no longer subject to this Agreement pursuant to the terms of this Agreement (other than any Spectrum or Operator Controlled Spectrum which has been the subject to the exercise of the recapture rights, Put Option or Call Option prior to any such election by Sprint). As used herein, "Eligible Spectrum" means, subject to Section 17.1(h)(iv) and obtaining the necessary consents to transfer any Operator Controlled Spectrum, all Spectrum and Operator Controlled Spectrum in a given Closed Market then subject to the terms of this Agreement. Following the [***] of the Initial Closing Date, Sprint may only recapture Unincorporated Spectrum. "Unincorporated Spectrum" means any Spectrum or Operator Controlled Spectrum in a Closed Market which (i) is not then being used by Operator, (ii) has not been sublet by Operator to an unaffiliated third party as permitted pursuant to Article XII, (iii) is not part of Operator's then current plan for deployment of additional spectrum or services within the Term, or (iv) is capable of being exchanged for other Spectrum or Operator Controlled Spectrum without material interference to Operator's existing commercial operations. Each Recapture Notice will identify the amount of Eligible Spectrum or Unincorporated Spectrum that Sprint intends to recapture for such Closed Market. The amount of Eligible Spectrum or Unincorporated Spectrum will be determined as of the date of such Recapture Notice and on a MHz Household basis in accordance with the methodology set forth on Exhibit B. The Eligible Spectrum or Unincorporated Spectrum, as applicable, for a given Closed Market which Sprint will recapture pursuant to this Section 17.1 is herein referred to as "Recaptured Spectrum". If Operator assigns, pledges, hypothecates, subleases or transfers in any manner whatsoever, any of its rights and/or obligations under this Agreement or should a Change in Control occur after the Initial Term has expired, Sprint may exercise its rights with respect to any Unincorporated Spectrum (not to exceed an amount which is approximately [***] of all Eligible Spectrum in such Closed Market less any amount SPRINT PROPRIETARY INFORMATION EXECUTION VERSION of Eligible Spectrum in such Closed Market for which recapture rights, Put Option and/or Call Option have been previously exercised in any Closed Market) under this Section 17.1 in the same manner in which Sprint is permitted to exercise such rights after the [***] of the Initial Closing Date.