Common use of Offer Right Clause in Contracts

Offer Right. At least 30 days prior to making any Transfer of any Restricted Securities the transferring stockholder (the "Transferring Stockholder") shall deliver a written notice (an "Offer Notice") to the Company. The Offer Notice shall disclose in reasonable detail the proposed number of Restricted Securities to be transferred, the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known). First, the Company may elect to purchase all (but not less than all) of the Restricted Securities specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has elected to purchase Restricted Securities from the Transferring Stockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholder, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company has not elected to purchase all of the Restricted Securities being offered, the Transferring Stockholder may, within 90 days after the expiration of the Election Period and subject to the provisions of subparagraph 3A above, transfer such Restricted Securities to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company in the Offer Notice. Any Restricted Securities not transferred within such 90-day period shall be reoffered to the Company under this paragraph 3B prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time

Offer Right. At least 30 days prior Prior to making any Transfer (other than a Permitted Transfer) of any Restricted Securities the transferring stockholder Co-Invest Common Shares by a Co-Invest Purchaser or its assignee, such Person (the "Transferring Stockholder") shall deliver a written notice (an "Offer Notice") to the CompanyCompany and the Principal Investor. The Offer Notice shall disclose in reasonable detail the proposed number of Restricted Securities Co-Invest Common Shares to be transferred, the proposed terms and conditions of the Transfer and the identity identity, if known, of the prospective transferee(s) (if known). First, the Company may elect to purchase all (but not less than all) of the Restricted Securities Co-Invest Common Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder and the Principal Investor as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Co-Invest Common Shares specified in the Offer Notice within such ten-day period, the Principal Investor may elect to purchase all (but not less than all) of the Co-Invest Common Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event within ten 5 days after the delivery expiration of the Offer NoticeCompany's election. If the Company or the Principal Investor has elected to purchase Restricted Securities Co-Invest Common Shares from the Transferring Stockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholder, but in any event within 15 10 days after the expiration of the Election Periodapplicable election period. To the extent that the Company has and the Principal Investor have not elected to purchase all of the Restricted Securities Co-Invest Common Shares being offered, the Transferring Stockholder may, within 90 days after the expiration of the Election Period and subject to election period of the provisions of subparagraph 3A abovePrincipal Investor, transfer such Restricted Securities Co-Invest Common Shares to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice and on other terms no not materially more favorable to the transferees thereof than offered to the Company and the Principal Investor in the Offer Notice. Any Restricted Securities Co-Invest Common Shares not transferred within such 90-day period shall be reoffered to the Company and the Principal Investor under this paragraph 3B Section 8 prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction transaction, or as otherwise agreed to with the applicable Co-Invest Purchaser. Notwithstanding anything to the contrary in installments over timethis Agreement, (a) this Section 8 shall terminate and be of no further force and effect immediately upon the consummation of a Qualified Public Offering or at any time the Principal Investor ceases to beneficially own, in the aggregate with its Affiliates, less than 40% of the outstanding shares of the Company's Common Stock (on a fully diluted basis) and (b) the rights of the Principal Investor pursuant to this Section 8 may not be assigned or otherwise transferred to any Person other than its Affiliates.

Offer Right. At Prior to the Closing, none of the Company, the Operating Partnership or any Guarantor shall sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) (a "Transfer") any interest in any Pledged Securities (other than item 1 on the attached Pledged Securities Schedule) or Mortgaged Property (the "ROFO Property"). To the extent the Pledged Securities consist of less than all of the membership interests in a limited liability company, and the Transferring Person desires to Transfer all of the membership interests in such limited liability company, the Transferring Person may, but shall not be required to, include all of the membership interests in such limited liability company in the Offer Notice, in which case the Lender must exercise or refrain from exercising its rights pursuant to this Section 3Q with respect to all such membership interests contained in the Offer Notice. After the Closing, at least 30 21 days prior to making any a Transfer of any Restricted Securities interest in any ROFO Property, the transferring stockholder Person (the "Transferring StockholderPerson") shall deliver a written notice (an "Offer Notice") to the CompanyLender. The Offer Notice shall disclose in reasonable detail the proposed number purchase price of Restricted Securities to be transferred, the proposed ROFO Property and the other material terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known). FirstNo Offer Notice may specify more ROFO Property than is described by a single numbered item (provided that a single numbered item shall include all immediately following lettered items) on either the Pledged Securities Schedule or the Mortgaged Properties Schedule, provided, however, that if any such single numbered item specifies a percentage interest in any limited liability company, the Company Offer Notice may specify a larger percentage interest in such limited liability company. More than one Offer Notice may be given from time to time by any Transferring Person. Lender may elect to purchase all (but not less than all) of the Restricted Securities ROFO Property specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election (the "Election Notice") to the Transferring Stockholder as soon as practical but in any event within ten days Company prior to the expiration of the 21-day period after the delivery of the Offer NoticeNotice (the "Election Period"). If the Company Lender has elected to purchase Restricted Securities any ROFO Property from the Transferring StockholderPerson, the transfer of such shares ROFO Property shall be consummated as soon as practical after the delivery of the election notice(s) Election Notice to the Transferring StockholderPerson. To the extent that Lender has not elected to purchase all of the ROFO Property being offered, but in any event the Transferring Person may, within 15 180 days after the expiration of the Election Period. To the extent that the Company has not elected to purchase all of the Restricted Securities being offered, the Transferring Stockholder may, within 90 days after the expiration of the Election Period and subject to the provisions of subparagraph 3A above, transfer Transfer such Restricted Securities other ROFO Property to one or more third parties at a price no less than 95% of the purchase price per share (which shall be payable solely in cash at the closing of the transaction) specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company Lender in the Offer Notice. The net sales proceeds of any Pledged Securities (other than item 1 on the attached Pledged Securities Schedule) and Mortgaged Property shall be used, at Lender's discretion and direction, to repay the Notes (with such repayment being applied first to the Exchangeable Notes and then to the New Notes). Any Restricted Securities ROFO Property not transferred within such 90180-day period in accordance with the terms contained in the Offer Notice shall be reoffered to the Company Lender under this paragraph 3B Section 3Q prior to any subsequent Transfer. The purchase price specified To the extent that the Pledged Securities consist of pledges of interests in a limited liability company, the right of first offer contained in this Section 3Q shall not extend to any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over timeproperty owned by such limited liability company.

Offer Right. At least 30 thirty (30) days prior to making or seeking to make any Transfer of any Restricted Securities Investor Shares (other than in a Public Sale consummated at least one year after the effective date of the Reorganization, in a Public Offering, or in an Exempt Transfer), the transferring stockholder Investor (the "Transferring StockholderInvestor") shall deliver a written notice (an "Offer Notice") to the CompanyCompany and, upon receipt thereof the Company shall promptly deliver a copy thereof to each 10% Investor. The Offer Notice shall disclose in reasonable detail the proposed number of Restricted Securities Investor Shares to be transferred, the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known). First, subject to Section 16A, the Company may elect to purchase all (but not less than all) or any portion of the Restricted Securities Investor Shares specified in the Offer Notice (provided that the Company may not elect to purchase any of such Investor Shares unless all of such Investor Shares offered are purchased by the Company, or the Company and the 10% Investors pursuant to this Section 2B) at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event Investor and each 10% Investor within ten twenty (20) days after the delivery of the Offer Notice. If the Company has not elected to purchase Restricted Securities all of the Investor Shares within such twenty-day period, the 10% Investors may elect to purchase all (but not less than all) of such Investor Shares which the Company has not elected to purchase (the "Available Shares") at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Investor as soon as practical, but in any event within thirty (30) days after delivery of the Offer Notice. If the 10% Investors have elected to purchase in the aggregate more than the number of Available Shares, the Available Shares shall be allocated among the 10% Investors electing to purchase shares according to each such Investor's Pro Rata Share or as such 10% Investors electing to purchase such shares may otherwise agree. If the Company or any 10% Investor has elected to purchase Investor Shares from the Transferring StockholderInvestor, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring StockholderInvestor, but in any event within 15 fifteen days after the expiration of the 30-day period following the delivery to the Company of the Offer Notice (the "Election Period"). To the extent that If the Company has and the 10% Investors have not elected to purchase all of the Restricted Securities Investor Shares being offered, the Transferring Stockholder Investor may, within 90 sixty (60) days after the expiration of the Election Period and subject to the provisions of subparagraph 3A aboveSection 2C below, transfer all (but not less than all) of such Restricted Securities Investor Shares to one or more third parties Persons, at a price no less than 95% of the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company and the 10% Investors in the Offer Notice. In connection with any such Transfer to one or more Persons, the Transferring Investor shall deliver to the Company a duly executed share transfer form, together with a certificate, in form and substance reasonably satisfactory to the Company, stating the name(s) of such Person(s) and the price and other terms of such Transfer, and the Company shall not be obligated to effect such Transfer on it books unless and until it shall have received such certificate. Within thirty (30) days after receipt of such certificate and consummation of the Transfer described therein, the Company shall deliver to each other Investor a notice stating the name of the Transferring Investor, the number of shares Transferred and the price and other terms of such Transfer, as set forth in such certificate. Any Restricted Securities Investor Shares not transferred in accordance with the foregoing within such 9060-day period shall be reoffered to the Company under and the 10% Investors in accordance with this paragraph 3B Section 2B prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash, cash equivalents, other securities of the Company or freely transferable, marketable securities at the closing of the transaction or in installments over time, and no Investor Shares may be pledged without the prior written consent of Investor(s) holding a majority of the Investor Shares, which consent may be withheld in the sole discretion of such Investor(s). A 10% Investor's "Pro Rata Share" means a fraction, the numerator of which is the aggregate amount of Investor Shares held by such 10% Investor collectively with its Affiliates, and the denominator of which is the aggregate number of Investor Shares held by all 10% Investors and their respective Affiliates (other than the Transferring Investor).

Offer Right. At least 30 days prior to making any Transfer of ----------------- any Restricted Securities Stockholder Shares (other than a Public Sale), the transferring stockholder Stockholder (the "Transferring Stockholder") shall deliver a written notice (an "Offer ------------------------ ----- Notice") to the CompanyCompany and the other Stockholders, excluding the Founders (the ------ "Other Stockholders"). The Offer Notice shall disclose in reasonable detail the ------------------ proposed number of Restricted Securities Stockholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known). First, the Company may elect to purchase all (but not less than all) of the Restricted Securities Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder and the Other Stockholders as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Stockholder Shares within such ten-day period, each Other Stockholder may elect to purchase all (but not less than all) of his, her or its Pro Rata Share (as defined below) of the remaining Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event within ten 20 days after the delivery of the Offer Notice. Any Stockholder Shares not elected to be purchased by the end of such 20-day period shall be reoffered for the ten-day period prior to the expiration of the Election Period by the Transferring Stockholder on a pro rata basis to the Other Stockholders who have elected to purchase their Pro Rata Share and, if there are any such Stockholder Shares remaining after such allocation, the Company shall have the right to purchase such remaining Stockholder Shares. If the Company has or any Other Stockholders have elected to purchase Restricted Securities Stockholder Shares from the Transferring Stockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholder, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company has and the Other Stockholders have not elected to purchase all of the Restricted Securities Stockholder Shares being offered, the Transferring Stockholder may, within 90 days after the expiration of the Election Period and subject to the provisions of subparagraph 3A above(c) below, transfer such Restricted Securities Stockholder Shares to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company and the Other Stockholders in the Offer Notice. Any Restricted Securities Stockholder Shares not transferred within such 90-day period shall be reoffered to the Company and the Other Stockholders under this paragraph 3B 4(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time. Each Stockholder's "Pro Rata Share" shall be based upon such -------------- Stockholder's proportionate ownership of all Stockholder Shares owned by Stockholders other than the Transferring Stockholder.