Common use of Offerings and Sales Clause in Contracts

Offerings and Sales. At any time during the Effective Period, any Registering Holder may exercise its Shelf Registration rights hereunder with respect to the Registrable Securities. If any Registering Holder desires to offer and sell Registrable Securities under the Shelf Registration Statement pursuant to an underwritten public offering, such Registering Holder shall deliver a written notice (the "REGISTRATION NOTICE") to NBCi at least 20 days prior to the date on which such Registering Holder desires to consummate the sale of Registrable Securities. Any Registration Notice shall be subject to revocation by the Registering Holder initiating the request by delivery of a subsequent written notice to NBCi no later than the fifth business day prior to the contemplated offering commencement date. Upon receipt of a Registration Notice, NBCi shall, within 30 days of receipt thereof, give written notice to the other Registering Holders of NBCi's receipt thereof. Within 15 days of receipt of such a notice from NBCi, any other Registering Holder desiring to offer and sell any Registrable Securities in the subject offering shall give written notice to NBCi, the Registering Holder who delivered the Registration Notice to NBCi, and the lead managing underwriter, if any, which notice shall specify the number of shares of Registrable Securities such Registering Holder desires to offer for sale. NBCi shall not be permitted to participate in such an offering without the written consent of the Registering Holder initiating the offering (which consent shall not be unreasonably withheld). In the event the Registrable Securities requested to be included by the Registering Holders in the aggregate exceeds the number of Registrable Securities to be included in the Underwritten Offering, priority will be determined in accordance with Section 3(c).

Offerings and Sales. At any time during and from time to time after the Effective Perioddate that any shares of Common Stock become Registrable Shares, subject to Section 1.1(c) (in the case of any Registering Holder underwritten public offering) and Section 1.2 (in the case of all offerings hereunder), the Investor may exercise its Shelf Registration rights Rights hereunder with respect to the such Registrable SecuritiesShares. If any Registering Holder the Investor desires to offer and sell such Registrable Securities under the Shelf Registration Statement Shares pursuant to an underwritten public offering, such Registering Holder the Investor shall deliver to the Company a written notice (the an "REGISTRATION NOTICEUnderwritten Registration Notice") to NBCi ), which notice shall be given at least 20 forty-five (45) days prior to the date on which such Registering Holder the Investor desires to consummate the sale of such Registrable SecuritiesShares. Any such Underwritten Registration Notice shall in any event be subject to revocation by the Registering Holder initiating the request Investor by delivery of a subsequent written notice delivered to NBCi the Company by no later than the fifth business tenth day prior to the contemplated offering commencement dateoffering, provided, however, that a revoked Underwritten Registration Notice shall be treated the same as an Underwritten Registration Notice that is not revoked for purposes of Section 1.1(c) hereof. Upon receipt of a an Underwritten Registration Notice, NBCi the Company shall, within 30 thirty (30) days of receipt thereofof the Underwritten Registration Notice, give written notice to any other persons possessing similar registration rights (a "Company Notice") of the other Registering Holders of NBCiCompany's receipt thereofof the Underwritten Registration Notice. Within 15 fifteen (15) days of receipt of such a notice from NBCiCompany Notice, any other Registering Holder desiring person that is a party to the Merger Agreement possessing similar registration rights who desires to offer and sell any Registrable Securities of its shares of Common Stock in such an offering of the type described in the subject offering Underwritten Registration Notice (each, a "Participating Investor") shall give written notice to NBCieach of the Company, the Registering Holder who delivered the Registration Notice to NBCiInvestor, and the lead managing underwriter, if any, which notice shall specify that has been selected, of such a desire, specifying the number of shares of Registrable Securities Common Stock which such Registering Holder Participating Investor desires to offer for saleand sell. NBCi Subject to the provisions of Section 1.2 hereof, the Company shall not be permitted to participate in such the offering made pursuant to an offering Underwritten Registration Notice without the written consent of the Registering Holder initiating the offering Investor (which consent shall not be unreasonably withheld). In the event the Registrable Securities requested to be included by the Registering Holders in the aggregate exceeds the number of Registrable Securities to be included in the Underwritten Offering, priority will be determined in accordance with Section 3(c).

Offerings and Sales. At any time during and from time to time ------------------- after the Effective Perioddate that any Units become redeemable for Registrable Shares, subject to Sections 1.1(c) (in the case of any Registering Holder underwritten public offering) and Section 1.2 (in the case of all offerings hereunder), each Contributor may exercise its Shelf Registration rights Rights hereunder with respect to the Registrable SecuritiesShares issued or issuable upon redemption of such Contributor's Units. If any Registering Holder Contributor desires to offer and sell such Registrable Securities under the Shelf Registration Statement Shares pursuant to an underwritten public offering, such Registering Holder Contributor (the "Initiating Contributor") shall deliver to the Company a written notice (the an "REGISTRATION NOTICEUnderwritten Registration Notice") to NBCi ), which notice shall be given at least 20 forty-five (45) days prior to the date on which such Registering Holder Initiating Contributor desires to consummate the sale of such Registrable SecuritiesShares (it being agreed and understood that such Underwritten Registration Notice may be given to the Company together with, or in advance of, such Initiating Contributor's notice of redemption delivered to the Operating Partnership or the Special Partnership, as the case may be, pursuant to the Restated Operating Partnership or the Special Partnership Agreement, as the case may be). Any such Underwritten Registration Notice shall in any event be subject to revocation by the Registering Holder initiating the request such Initiating Contributor by delivery of a subsequent written notice delivered to NBCi the Company by no later than the fifth business tenth day prior to the contemplated offering commencement dateoffering, provided, however, that a revoked Underwritten Registration Notice -------- ------- shall be treated the same as an Underwritten Registration Notice that is not revoked for purposes of Section 1.1(c) hereof. Upon receipt of a an Underwritten Registration Notice, NBCi the Company shall, within 30 ten (10) days of receipt thereof, inform the Initiating Contributor whether the Company intends to assume the redemption obligation of the Operating Partnership pursuant to Section 8.6 of the Restated Operating Partnership Agreement or pursuant to the comparable provision of the Special Partnership Agreement, if applicable, and issue Common Shares or Common Stock, as the case may be, in redemption of the Initiating Contributor's Units, which election shall be irrevocable with respect to such Units. The Company also shall, within thirty (30) days of receipt of the Underwritten Registration Notice, give written notice to the other Registering Holders Contributors and any other persons possessing similar registration rights (a "Company Notice") of NBCithe Company's receipt thereofof the Underwritten Registration Notice. Within 15 fifteen (15) days of receipt of such a notice from NBCiCompany Notice, any other Registering Holder Contributor desiring to offer and sell any of its Registrable Securities Shares in such an offering of the type described in the subject offering Underwritten Registration Notice (each, a "Participating Contributor") shall give written notice to NBCieach of the Company, the Registering Holder who delivered the Registration Notice to NBCiInitiating Contributor, and the lead managing underwriter, if any, which notice shall specify that has been selected, of such a desire, specifying the number of shares of Registrable Securities Shares which such Registering Holder Participating Contributor desires to offer for saleand sell. NBCi Subject to the provisions of Section 1.2 hereof, the Company shall not be permitted to participate in such the offering made pursuant to an offering Underwritten Registration Notice without the written consent of the Registering Holder initiating the offering Initiating Contributor (which consent shall not be unreasonably withheld). In the event the Registrable Securities requested to be included by the Registering Holders in the aggregate exceeds the number of Registrable Securities to be included in the Underwritten Offering, priority will be determined in accordance with Section 3(c).

Offerings and Sales. At any time during the Effective Period, any ------------------- Registering Holder may exercise its Shelf Registration rights hereunder with respect to the Registrable Securities. If any Registering Holder desires to offer and sell Registrable Securities under the Shelf Registration Statement pursuant to an underwritten public offering, such Registering Holder shall deliver a written notice (the "REGISTRATION NOTICERegistration Notice") to NBCi at least 20 days ------------------- prior to the date on which such Registering Holder desires to consummate the sale of Registrable Securities. Any Registration Notice shall be subject to revocation by the Registering Holder initiating the request by delivery of a subsequent written notice to NBCi no later than the fifth business day prior to the contemplated offering commencement date. Upon receipt of a Registration Notice, NBCi shall, within 30 days of receipt thereof, give written notice to the other Registering Holders of NBCi's receipt thereof. Within 15 days of receipt of such a notice from NBCi, any other Registering Holder desiring to offer and sell any Registrable Securities in the subject offering shall give written notice to NBCi, the Registering Holder who delivered the Registration Notice to NBCi, and the lead managing underwriter, if any, which notice shall specify the number of shares of Registrable Securities such Registering Holder desires to offer for sale. NBCi shall not be permitted to participate in such an offering without the written consent of the Registering Holder initiating the offering (which consent shall not be unreasonably withheld). In the event the Registrable Securities requested to be included by the Registering Holders in the aggregate exceeds the number of Registrable Securities to be included in the Underwritten Offering, priority will be determined in accordance with Section 3(c).

Offerings and Sales. At any time during and from time to time after ------------------- the Effective Perioddate that any Shares become Registrable Shares, subject to Sections 1.1(c) (in the case of any Registering Holder underwritten public offering) and Section 1.2 (in the case of all offerings hereunder), each Contributor may exercise its Shelf Registration rights Rights hereunder with respect to the such Registrable SecuritiesShares. If any Registering Holder Contributor desires to offer and sell such Registrable Securities under the Shelf Registration Statement Shares pursuant to an underwritten public offering, such Registering Holder Contributor (the "Initiating Contributor") shall deliver to the Company a written notice (the an "REGISTRATION NOTICEUnderwritten Registration Notice") to NBCi ), which notice shall be given at least 20 forty-five (45) days prior to the date on which such Registering Holder Initiating Contributor desires to consummate the sale of such Registrable SecuritiesShares. Any such Underwritten Registration Notice shall in any event be subject to revocation by the Registering Holder initiating the request such Initiating Contributor by delivery of a subsequent written notice delivered to NBCi the Company by no later than the fifth business tenth day prior to the contemplated offering commencement dateoffering, provided, however, that a revoked Underwritten -------- ------- Registration Notice shall be treated the same as an Underwritten Registration Notice that is not revoked for purposes of Section 1.1(c) hereof. Upon receipt of a an Underwritten Registration Notice, NBCi the Company shall, within 30 thirty (30) days of receipt thereofof the Underwritten Registration Notice, give written notice to the other Registering Holders Contributors and any other persons possessing similar registration rights (a "Company Notice") of NBCithe Company's receipt thereofof the Underwritten Registration Notice. Within 15 fifteen (15) days of receipt of such a notice from NBCiCompany Notice, any other Registering Holder Contributor desiring to offer and sell any of its Registrable Securities Shares in such an offering of the type described in the subject offering Underwritten Registration Notice (each, a "Participating Contributor") shall give written notice to NBCieach of the Company, the Registering Holder who delivered the Registration Notice to NBCiInitiating Contributor, and the lead managing underwriter, if any, which notice shall specify that has been selected, of such a desire, specifying the number of shares of Registrable Securities Shares which such Registering Holder Participating Contributor desires to offer for saleand sell. NBCi Subject to the provisions of Section 1.2 hereof, the Company shall not be permitted to participate in such the offering made pursuant to an offering Underwritten Registration Notice without the written consent of the Registering Holder initiating the offering Initiating Contributor (which consent shall not be unreasonably withheld). In the event the Registrable Securities requested to be included by the Registering Holders in the aggregate exceeds the number of Registrable Securities to be included in the Underwritten Offering, priority will be determined in accordance with Section 3(c).