Common use of Bona Fide Offers Clause in Contracts

Bona Fide Offers. (a) If any Securityholder (other than a Class B Securityholder) desires to Transfer any Securities and such Securityholder shall have received a bona fide arms’-length written offer (a “Bona Fide Offer”) from a Person other than an Affiliate or Associate of such Securityholder (the “Outside Party”) for the Transfer of such Securities, such Securityholder shall give written notice (the “Option Notice”) to each Aurora Entity, the Company, GEPT and NM (so long as, with respect to GEPT and NM, such Securityholder is a Qualifying Class A Securityholder as of the date of such notice) setting forth such desire, which notice shall set forth at least the name and address of the Outside Party and the price and terms of the Bona Fide Offer and shall be accompanied by a copy of the Bona Fide Offer and evidence demonstrating, to the reasonable satisfaction of the Aurora Entities and the Company, the Outside Party’s ability to consummate such offer. Upon the giving of such Option Notice, the Aurora Entities or any of their respective Affiliates shall have the option to purchase, on a Pro Rata basis, at the price offered by the Outside Party in the Bona Fide Offer, all or any portion of the Securities specified in the Option Notice, said option to be exercised within ten (10) Business Days following the giving of such Option Notice, by giving a counter-notice (a “Counter-Notice”) to the selling Securityholder (with a copy of such Counter-Notice to the Company, GEPT and NM). In the event that a determination must be made (as described below) as to the fair market value of non-cash consideration, the ten (10) Business Day period referred to in the immediately preceding sentence shall be extended to such greater period of time, not to exceed twenty (20) Business Days after said Option Notice, specified in good faith by a disinterested majority of the Board. In the event that the Bona Fide Offer provides, in whole or in part, for non-cash consideration, the “price” offered by the Outside Party shall be deemed to be the amount of cash, if any, provided in the Bona Fide Offer plus the fair market value of the non-cash consideration as determined in good faith by a disinterested majority of the Board. Notwithstanding the foregoing, no Aurora Entity shall be permitted to purchase any Securities pursuant to this Section 4 from any Securityholder that is subject to ERISA if such purchase would constitute a non-exempt prohibited transaction under ERISA.

Bona Fide Offers. (a) If any Securityholder (other than a Class B Securityholder) desires to Transfer any Securities (the “Selling Securityholder”) and such Selling Securityholder shall have received a bona fide arms’-length written offer (a “Bona Fide Offer”) from a Person other than an Affiliate or Associate of such Selling Securityholder (the “Outside Party”) for the Transfer of such Securities, such Selling Securityholder shall give written notice (the “Option Notice”) to each Aurora EntityHoldings, the CompanyAres, GEPT and NM (so long as, with respect to GEPT and NM, such Securityholder is a Qualifying Class A Securityholder as of the date of such notice) Company setting forth such desire; provided, which notice however, that to the extent Holdings is such Selling Securityholder, the Option Notice shall be sent by Holdings to Ares, GEPT and the Company; provided, further, that to the extent Ares is such Selling Securityholder, the Option Notice shall be sent by Ares to Holdings, GEPT and the Company; and provided, further, that to the extent GEPT is such Selling Securityholder, the Option Notice shall be sent by GEPT to Holdings, Ares and the Company. The Option Notice shall set forth at least the name and address of the Outside Party and the price and terms of the Bona Fide Offer and shall be accompanied by a copy of the Bona Fide Offer and reasonable evidence demonstrating, to the reasonable satisfaction of the Aurora Entities and the Company, demonstrating the Outside Party’s ability to consummate such offer. Upon the giving of such Option Notice, the Aurora Entities or any of their respective Affiliates Holdings, Ares and GEPT shall have the option to purchase, on a Pro Rata basis, at the price offered by the Outside Party in the Bona Fide Offer, all or any portion of the Securities specified in the Option Notice; provided, said however, that notwithstanding anything to contrary set forth herein, (i) in the event such Option Notice is given by Holdings, then only Ares and GEPT shall have such option to purchase all or any portion of the Securities specified in the Option Notice delivered by Holdings, (ii) in the event such Option Notice is given by Ares, then only Holdings and GEPT shall have such option to purchase all or any portion of the Securities specified in the Option Notice delivered by Ares and (iii) in the event such Option Notice is given by GEPT, then only Holdings and Ares shall have such option to purchase all or any portion of the Securities specified in the Option Notice delivered by GEPT; provided, further, however, that in the event either Holdings, Ares or GEPT, as the case may be, does not elect to purchase all of its Pro Rata share of the Securities specified in the Option Notice and the other parties elect to purchase all of their Pro Rata share (the “Subscribing Parties”), then the Selling Securityholder shall provide notice (the “Second Notice”) to such Subscribing Parties and such Subscribing Parties shall have the option to purchase such unsubscribed shares. Said option to purchase shall be exercised within ten (10) Business Days following the giving of such Option Notice or within five (5) Business Days following the giving of such Second Notice, as the case may be, by giving a counter-notice (a “Counter-Notice”) to the selling Selling Securityholder (with a copy of such Counter-Notice to the Company, GEPT and NM). In the event that a determination must be made (as described below) as to the fair market value of non-cash consideration, the ten (10) Business Day period referred to in the immediately preceding sentence shall be extended to such greater period of time, not to exceed twenty (20) Business Days after said Option Notice, specified in good faith by a disinterested majority of the Board. In the event that the Bona Fide Offer provides, in whole or in part, for non-cash consideration, (i) the “price” offered by the Outside Party shall be deemed to be the amount of cash, if any, provided in the Bona Fide Offer plus the fair market value of the non-cash consideration as determined in good faith by a disinterested majority of the Board, and (ii) Holdings, Ares and GEPT shall be entitled to pay such “price” in the same ratio of cash and non-cash consideration provided in such Bona Fide Offer, with the fair market value of the non-cash consideration provided by Ares, Holdings and/or GEPT determined in good faith by a disinterested majority of the Board. Notwithstanding the foregoing, no Aurora Entity Holdings and/or Ares shall not be permitted to purchase any Securities from GEPT pursuant to this Section 4 from any Securityholder that is subject to ERISA if such purchase would constitute a non-exempt prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”).

Bona Fide Offers. (a) If any Securityholder (other than a Class B Securityholder) desires to Transfer any Securities (the "Selling Securityholder") and such Selling Securityholder shall have received a bona fide arms’-length arms'-length written offer (a “"Bona Fide Offer”") from a Person other than an Affiliate or Associate of such Selling Securityholder (the “"Outside Party”") for the Transfer of such Securities, such Selling Securityholder shall give written notice (the “"Option Notice”") to (i) each Aurora Entity, Qualifying Class B Securityholder and (ii) the Company, GEPT and NM (so long as, with respect to GEPT and NM, such Securityholder is a Qualifying Class A Securityholder as of the date of such notice) setting forth such desire, which notice . The Option Notice shall set forth at least the name and address of the Outside Party and the price and terms of the Bona Fide Offer and shall be accompanied by a copy of the Bona Fide Offer and reasonable evidence demonstrating, to the reasonable satisfaction of the Aurora Entities and the Company, demonstrating the Outside Party’s 's ability to consummate such offer. Upon the giving of such Option Notice, the Aurora Entities or any of their respective Affiliates each Qualifying Class B Securityholder shall have the option to purchase, on a Pro Rata basis, at the price offered by the Outside Party in the Bona Fide Offer, all or any portion of the Securities specified in the Option Notice; provided, said however, that in the event any Qualifying Class B Securityholder does not elect to purchase all of its Pro Rata share of the Securities specified in the Option Notice and the other Qualifying Class B Securityholders elect to purchase all of their respective Pro Rata share (the "Subscribing Parties"), then the Selling Securityholder shall provide a written notice (the "Second Notice") to such Subscribing Parties and such Subscribing Parties shall have the option to purchase such unsubscribed shares subject to the terms and conditions set forth in this Section 4.2. Said option to purchase shall be exercised within ten (10) Business Days following the giving of such Option Notice or within five (5) Business Days following the giving of such Second Notice, as the case may be, by giving a counter-notice (a “"Counter-Notice”") to the selling Selling Securityholder (with a copy of such Counter-Notice to the Company, GEPT and NM). In the event that a determination must be made (as described below) as to the fair market value of non-cash consideration, the ten (10) Business Day period referred to in the immediately preceding sentence shall be extended to such greater period of time, not to exceed twenty (20) Business Days after said Option Notice, specified in good faith by a disinterested majority of the Board. In the event that the Bona Fide Offer provides, in whole or in part, for non-cash consideration, (i) the “"price” " offered by the Outside Party shall be deemed to be the amount of cash, if any, provided in the Bona Fide Offer plus the fair market value of the non-cash consideration as determined in good faith by a disinterested majority of the Board, and (ii) the Qualifying Class B Securityholders shall be entitled to pay such "price" in the same ratio of cash and non-cash consideration provided in such Bona Fide Offer, with the fair market value of the non-cash consideration provided by the Qualifying Class B Securityholders determined in good faith by a disinterested majority of the Board. Notwithstanding the foregoing, no Aurora Entity the Qualifying Class B Securityholders shall not be permitted to purchase any Securities from GEPT pursuant to this Section 4 from any Securityholder that is subject to ERISA if such purchase would constitute a non-exempt prohibited transaction under ERISA.

Bona Fide Offers. (a) If any Securityholder (other than a Class B Securityholder) Participant desires to Transfer any Securities Purchased Shares and such Securityholder Participant shall have received a bona fide arms’-length arms' length written offer (a “"Bona Fide Offer”") from a Person other than an Affiliate or Associate of such Securityholder Participant (the “"Outside Party”") for the Transfer of such SecuritiesPurchased Shares, such Securityholder Participant shall give written notice (the “"Option Notice”") to each of Aurora EntityEquity Partners L.P., a Delaware limited partnership ("AEP"), Aurora Overseas Equity Partners I, L.P., a Cayman Islands exempted limited partnership ("AOEP" and, collectively with AEP, the Company, GEPT "Aurora Entities") and NM (so long as, with respect to GEPT and NM, such Securityholder is a Qualifying Class A Securityholder as of the date of such notice) Company setting forth such desire, which notice shall set forth at least the name and address of the Outside Party and the price and terms of the Bona Fide Offer and shall be accompanied by a copy of the Bona Fide Offer and evidence demonstrating, to the reasonable satisfaction of the Aurora Entities and the Company, the Outside Party’s 's ability to consummate such offer. Upon the giving of such Option Notice, the Aurora Entities or any of their respective Affiliates shall have the option to purchase, on a Pro Rata pro rata basis, at the price offered by the Outside Party in the Bona Fide Offer, all or any portion of the Securities Purchased Shares specified in the Option Notice, said option to be exercised within ten (10) Business Days following the giving of such Option Notice, by giving a counter-notice (a “an "Aurora Counter-Notice”") to the selling Securityholder Participant (with a copy of such Aurora Counter-Notice to the Company, GEPT and NM). In the event that a determination must be made (as described below) as to the fair market value of non-cash consideration, the ten (10) Business Day period referred to in the immediately preceding sentence shall be extended to such greater period of time, not to exceed twenty (20) 20 Business Days after said Option NoticeDays, specified in good faith by a disinterested majority of the BoardBoard of Directors. In the event that the Bona Fide Offer provides, in whole or in part, for non-cash consideration, the “"price” " offered by the Outside Party shall be deemed to be the amount of cash, if any, provided in the Bona Fide Offer plus the fair market value of the non-cash consideration as determined in good faith by a disinterested majority of the Board. Notwithstanding the foregoing, no Aurora Entity shall be permitted to purchase any Securities pursuant to this Section 4 from any Securityholder that is subject to ERISA if such purchase would constitute a non-exempt prohibited transaction under ERISA.

Bona Fide Offers. (a) If any Securityholder (other than a Class B Securityholder) Employee desires to Transfer any Securities Purchased Shares and such Securityholder Employee shall have received a bona fide arms’-length arms' length written offer (a “"Bona Fide Offer”") from a Person other than an Affiliate or Associate of such Securityholder Employee (the “"Outside Party”") for the Transfer of such SecuritiesPurchased Shares, such Securityholder Employee shall give written notice (the “"Option Notice”") to each of Aurora EntityEquity Partners L.P., a Delaware limited partnership ("AEP"), Aurora Overseas Equity Partners I, L.P., a Cayman Islands exempted limited partnership ("AOEP" and, collectively with AEP, the Company, GEPT "Aurora Entities") and NM (so long as, with respect to GEPT and NM, such Securityholder is a Qualifying Class A Securityholder as of the date of such notice) Company setting forth such desire, which notice shall set forth at least the name and address of the Outside Party and the price and terms of the Bona Fide Offer and shall be accompanied by a copy of the Bona Fide Offer and evidence demonstrating, to the reasonable satisfaction of the Aurora Entities and the Company, the Outside Party’s 's ability to consummate such offer. Upon the giving of such Option Notice, the Aurora Entities or any of their respective Affiliates shall have the option to purchase, on a Pro Rata pro rata basis, at the price offered by the Outside Party in the Bona Fide Offer, all or any portion of the Securities Purchased Shares specified in the Option Notice, said option to be exercised within ten (10) Business Days following the giving of such Option Notice, by giving a counter-notice (a “an "Aurora Counter-Notice”") to the selling Securityholder Employee (with a copy of such Aurora Counter-Notice to the Company, GEPT and NM). In the event that a determination must be made (as described below) as to the fair market value of non-cash consideration, the ten (10) Business Day period referred to in the immediately preceding sentence shall be extended to such greater period of time, not to exceed twenty (20) 20 Business Days after said Option NoticeDays, specified in good faith by a disinterested majority of the BoardBoard of Directors. In the event that the Bona Fide Offer provides, in whole or in part, for non-cash consideration, the “"price” " offered by the Outside Party shall be deemed to be the amount of cash, if any, provided in the Bona Fide Offer plus the fair market value of the non-cash consideration as determined in good faith by a disinterested majority of the Board. Notwithstanding the foregoing, no Aurora Entity shall be permitted to purchase any Securities pursuant to this Section 4 from any Securityholder that is subject to ERISA if such purchase would constitute a non-exempt prohibited transaction under ERISA.

Bona Fide Offers. (a) If any Securityholder (other than a Class B Securityholder) Stockholder desires to Transfer any Securities Shares and such Securityholder Stockholder shall have received a bona fide arms’-length arms' length written offer (a “"Bona Fide Offer”") from a Person other than an Affiliate or Associate of such Securityholder Stockholder (the “"Outside Party”") for the Transfer of such SecuritiesShares, such Securityholder Stockholder shall give written notice (the “"Option Notice”") to each Aurora EntityOriginating Partnership, the Company, GEPT and NM UBS Capital (so long as, with respect to GEPT and NM, such Securityholder is a Qualifying Class A Securityholder acting as representative of the date of such noticeUBS Group) and to the Company setting forth such desire, which notice shall set forth at least the name and address of the Outside Party and the price and terms of the Bona Fide Offer and shall be accompanied by a copy of the Bona Fide Offer and evidence demonstrating, to the reasonable satisfaction of the Aurora Entities Originating Partnerships, UBS Capital and the Company, the Outside Party’s 's ability to consummate such offer. Upon the giving of such Option Notice, each Originating Partnership and each member of the Aurora Entities or any UBS Group (acting through UBS Capital which shall act as the representative of their respective Affiliates the members of the UBS Group for all purposes under this Section 3) (the "Initial Offerees") shall have the option to purchase, on a Pro Rata basis, at the price offered by the Outside Party in the Bona Fide Offer, all or any portion of such Initial Offerees' allocation, determined on a pro rata basis as between the Securities Initial Offerees as provided in paragraph (b) of this Section 3.2, of the Shares specified in the Option Notice, said option to be exercised within ten (10) Business Days following the giving of such Option Notice, by giving a counter-notice (a “an "Initial Offeree Counter-Notice”") to the selling Securityholder offering Stockholder (with a copy of such Initial Offeree Counter-Notice to the other Initial Offerees and to the Company, GEPT and NM). In the event that a determination must be made (as described below) as to the fair market value of non-cash consideration, the ten (10) Business Day period referred to in the immediately preceding sentence shall be extended to such greater period of time, not to exceed twenty (20) 20 Business Days after said Option Notice, specified in good faith by a disinterested majority of the Board. In the event that the Bona Fide Offer provides, in whole or in part, for non-cash consideration, the “"price” " offered by the Outside Party shall be deemed to be the amount of cash, if any, provided in the Bona Fide Offer plus the fair market value of the non-cash consideration as determined in good faith by a disinterested majority of the Board. Notwithstanding ; PROVIDED, HOWEVER, that if the foregoingnon-cash consideration consists of shares that are listed or admitted to trading on an Exchange or quoted through NASDAQ or any similar organization, no Aurora Entity the fair market value of such Shares shall be permitted deemed to purchase any Securities pursuant to this Section 4 from any Securityholder that is subject to ERISA if such purchase would constitute a non-exempt prohibited transaction under ERISA.equal the average of Holdings Stockholders Agreement -------------------------------- 17