Common use of Tender Offers Clause in Contracts

Tender Offers. If any shareholder of the Company makes a tender offer, including, without limitation, a “mini-tender” offer, such shareholder must comply with all of the provisions set forth in Regulation 14D of the Exchange Act, including, without limitation, disclosure and notice requirements, which would be applicable if the tender offer was for more than 5% of the outstanding securities of the Company, provided, however, that such documents are not required to be filed with the Securities and Exchange Commission. In addition, any such shareholder must provide notice to the Company at least 10 Business Days prior to initiating any such tender offer. If any shareholder initiates a tender offer without complying with the provisions set forth above (a “Non-Compliant Tender Offer”), the Company, in its sole discretion, shall have the right to redeem such non-compliant shareholder’s Shares and any Shares acquired in such tender offer (collectively, the “Tendered Shares”) at the lesser of (i) with respect to Common Shares, the price then being paid per Common Share purchased in the Company’s latest offering of Common Shares at full purchase price (not discounted for commission reductions nor for reductions in sale price permitted pursuant to a distribution reinvestment plan, if any), (ii) the fair market value of the Shares as determined by an independent valuation obtained by the Company or (iii) the lowest tender offer price offered in such Non-Compliant Tender Offer. The Company may purchase such Tendered Shares upon delivery of the purchase price to the stockholder initiating such Non-Compliant Tender Offer, and, upon such delivery, the Company may instruct any transfer agent to transfer such purchased Shares to the Company. In addition, any shareholder who makes a Non-Compliant Tender Offer shall be responsible for all expenses incurred by the Corporation in connection with the enforcement of the provisions of this Section 3.9, including, without limitation, expenses incurred in connection with the review of all documents related to such tender offer and expenses incurred in connection with any purchase of Tendered Shares by the Company. The Company maintains the right to offset any such expenses against the dollar amount to be paid by the Company for the purchase of Tendered Shares pursuant to this Section 3.9. In addition to the remedies provided herein, the Company may seek injunctive relief, including, without limitation, a temporary or permanent restraining order, in connection with any Non-Compliant Tender Offer.

Tender Offers. If any shareholder Shareholder of the Company COMPANY makes a tender offer, including, without limitation, a “"mini-tender” " offer, such shareholder Shareholder must comply with all of the provisions set forth in Regulation 14D of the Exchange ActEXCHANGE ACT, including, without limitation, disclosure and notice requirements, which would be applicable if the tender offer was for more than 5% of the outstanding securities of the CompanyCOMPANY, provided, however, that such documents are not required to be filed with the Securities and Exchange Commission. In addition, any such shareholder Shareholder must provide notice to the Company COMPANY at least 10 Business Days prior to initiating any such tender offer. If any shareholder Shareholder initiates a tender offer without complying with the provisions set forth above (a “"Non-Compliant Tender Offer”"), the CompanyCOMPANY, in its sole discretion, shall have the right to redeem such non-compliant shareholder’s Shareholder's Shares and any Shares acquired in such tender offer (collectively, the “Tendered Shares”"TENDERED SHARES") at the lesser of (i) with respect to Common Shares, the price then being paid per Common Share purchased in the Company’s COMPANY'S latest offering of Common Shares at full purchase price (not discounted for commission reductions nor for reductions in sale price permitted pursuant to a distribution reinvestment plan, if any), (ii) the fair market value of the Shares as determined by an independent valuation obtained by the Company COMPANY or (iii) the lowest tender offer price offered in such Non-Compliant Tender Offer. The Company COMPANY may purchase such Tendered Shares TENDERED SHARES upon delivery of the purchase price to the stockholder shareholder initiating such Non-Compliant Tender Offer, and, upon such delivery, the Company COMPANY may instruct any transfer agent to transfer such purchased Shares to the CompanyCOMPANY. In addition, any shareholder Shareholder who makes a Non-Compliant Tender Offer shall be responsible for all expenses incurred by the Corporation COMPANY in connection with the enforcement of the provisions of this Section 3.93.9 of this OPERATING AGREEMENT, including, without limitation, expenses incurred in connection with the review of all documents related to such tender offer and expenses incurred in connection with any purchase of Tendered Shares TENDERED SHARES by the CompanyCOMPANY. The Company COMPANY maintains the right to offset any such expenses against the dollar amount to be paid by the Company COMPANY for the purchase of Tendered Shares TENDERED SHARES pursuant to this Section 3.93.9 of this OPERATING AGREEMENT. In addition to the remedies provided herein, the Company COMPANY may seek injunctive relief, including, without limitation, a temporary or permanent restraining order, in connection with any Non-Compliant Tender Offer.

Tender Offers. If any shareholder Not less than ten (10) Business Days after the execution and delivery of this Agreement, the Company makes a shall commence tender offer, including, without limitation, a offers (the “mini-tender” offer, such shareholder must comply with all of the provisions set forth in Regulation 14D Tender Offers”) pursuant to Rule 14e of the Exchange ActAct for the Subordinated Notes and the Company Notes, includingin each case accompanied by consent solicitations requesting the holders of such notes to amend their respective Indentures to remove substantially all the negative covenants and events of default therefrom that could be removed by a vote of a simple majority of noteholders. Parent and Merger Sub shall use commercially reasonable efforts to assist the Company in connection with the preparation of all filings, without limitationmailings or other submissions to be made in connection with the Tender Offers. The Company shall, disclosure after consultation with Parent, determine the offer price in the Tender Offers and notice requirementsany the amount of any consent payments in connection with the consent solicitations, and the Company, Parent and Merger Sub shall mutually agree upon such other terms, conditions and structure of the Tender Offers (which would shall also include the elimination of substantially all negative covenants and events of default in the Notes) provided that each party agrees not to unreasonably withhold its consent to such other terms, conditions and structures that are advised by the investment banking firm managing such tender to be applicable customary for tenders of this type (as market conditions exist as of the date of this Agreement); provided that notwithstanding the foregoing, consent to terms, conditions and structures which are no less favorable to the holders of the Notes than those recommended by such investment banking firm, cannot be withheld by a party, if the tender offer was for more than 5other party agrees to otherwise bear the cost of such term, condition or structure. The Tender Offers shall not be consummated nor shall any amounts be payable to the holders of the Notes in the event this Agreement is terminated pursuant to Section 10.2. Except as otherwise provided herein, all premiums consented to by the Company with respect to up to 75% of the outstanding securities aggregate principal amount of the CompanyNotes tendered in the Tender Offers and all interest accruals on the Notes through the Closing Date (and with respect to up to 75% of the aggregate principal amount of the Notes, provided, however, that such documents are not required to be filed with interest accruals for the Securities and Exchange Commission. In addition, any such shareholder must provide notice to 30 day period commencing on the Company at least 10 Business Days prior to initiating any such tender offer. If any shareholder initiates a tender offer without complying with day following the provisions set forth above (a “Non-Compliant Tender Offer”), the Company, in its sole discretion, shall have the right to redeem such non-compliant shareholder’s Shares and any Shares acquired in such tender offer Closing Date) (collectively, the “Tendered SharesCompany Tender Costs”) at the lesser of (i) with respect to Common Shares, the price then being paid per Common Share purchased in the Company’s latest offering of Common Shares at full purchase price (not discounted for commission reductions nor for reductions in sale price permitted pursuant to a distribution reinvestment plan, if any), (ii) the fair market value of the Shares as determined by an independent valuation obtained shall be borne by the Company or (iii) the lowest tender offer price offered in such Non-Compliant Tender Offerand shall be deemed Indebtedness. The Company may purchase such Tendered Shares upon delivery of the purchase price All premiums and interest accruals related to the stockholder initiating such Non-Compliant Tender OfferNotes, and, upon such delivery, other than the Company may instruct any transfer agent to transfer such purchased Shares to the Company. In additionTender Costs, any shareholder who makes a Non-Compliant Tender Offer shall be responsible for and all expenses incurred by the Corporation in connection with the enforcement of the provisions of this Section 3.9costs, including, without limitation, fees and expenses incurred in connection with the review of all documents related Tender Offers or payments made in connection therewith, including payments made to the investment banking firm managing such tender offer tender, and legal and accounting fees and expenses incurred in connection with any purchase of Tendered Shares by the Company. The Company maintains the right to offset any such expenses against the dollar amount to therewith, shall be paid by the Company for the purchase of Tendered Shares pursuant Parent (all such costs, fees and expenses to be borne by Parent under this Section 3.9. In addition to the remedies provided herein7.12, the Company may seek injunctive relief, including, without limitation, a temporary or permanent restraining order, in connection with any Non-Compliant “Parent Tender OfferCosts”).

Tender Offers. If any shareholder Shareholder of the Company COMPANY makes a tender offer, including, without limitation, a “"mini-tender” " offer, such shareholder Shareholder must comply with all of the provisions set forth in Regulation 14D of the Exchange ActEXCHANGE ACT, including, without limitation, disclosure and notice requirements, which would be applicable if the tender offer was for more than 5% of the outstanding securities of the CompanyCOMPANY, provided, however, that such documents are not required to be filed with the Securities and Exchange Commission. In addition, any such shareholder Shareholder must provide notice to the Company COMPANY at least 10 Business Days prior to initiating any such tender offer. If any shareholder Shareholder initiates a tender offer without complying with the provisions set forth above (a “"Non-Compliant Tender Offer”"), the CompanyCOMPANY, in its sole discretion, shall have the right to redeem such non-compliant shareholder’s Shareholder's Shares and any Shares acquired in such tender offer (collectively, the “Tendered Shares”"TENDERED SHARES") at the lesser of (i) with respect to Common SharesCOMMON SHARES, the price then being paid per Common Share purchased in the Company’s COMPANY'S latest offering of Common Shares COMMON SHARES at full purchase price (not discounted for commission reductions nor for reductions in sale price permitted pursuant to a distribution reinvestment plan, if any), (ii) the fair market value of the Shares as determined by an independent valuation obtained by the Company COMPANY or (iii) the lowest tender offer price offered in such Non-Compliant Tender Offer. The Company COMPANY may purchase such Tendered Shares TENDERED SHARES upon delivery of the purchase price to the stockholder shareholder initiating such Non-Compliant Tender Offer, and, upon such delivery, the Company COMPANY may instruct any transfer agent to transfer such purchased Shares to the CompanyCOMPANY. In addition, any shareholder Shareholder who makes a Non-Compliant Tender Offer shall be responsible for all expenses incurred by the Corporation COMPANY in connection with the enforcement of the provisions of this Section 3.93.9 of this OPERATING AGREEMENT, including, without limitation, expenses incurred in connection with the review of all documents related to such tender offer and expenses incurred in connection with any purchase of Tendered Shares TENDERED SHARES by the CompanyCOMPANY. The Company COMPANY maintains the right to offset any such expenses against the dollar amount to be paid by the Company COMPANY for the purchase of Tendered Shares TENDERED SHARES pursuant to this Section 3.93.9 of this OPERATING AGREEMENT. In addition to the remedies provided herein, the Company COMPANY may seek injunctive relief, including, without limitation, a temporary or permanent restraining order, in connection with any Non-Compliant Tender Offer.. EXHIBIT 1A-2B - page. 18

Tender Offers. If any shareholder of the Company makes a tender offer, including, without limitation, a “mini-tender” offer, such shareholder must comply with all of the provisions set forth in Regulation 14D of the Exchange Act, including, without limitation, disclosure and notice requirements, which would be applicable if the tender offer was for more than 5% of the outstanding securities of the Company, provided, however, that such documents are not required to be filed with the Securities and Exchange Commission. In addition, any such shareholder must provide notice to the Company at least 10 Business Days prior to initiating any such tender offer. If any shareholder initiates a tender offer without complying with the provisions set forth above (a “Non-Compliant Tender Offer”), the Company, in its sole discretion, shall have the right to redeem such non-compliant shareholder’s Shares and any Shares acquired in such tender offer (collectively, the “Tendered Shares”) at the lesser of (i) with respect to Common Shares, the price then being paid per Common Share purchased in the Company’s latest offering of Common Shares at full purchase price (not discounted for commission reductions nor for reductions in sale price permitted pursuant to a distribution reinvestment plan, if any), (ii) the fair market value of the Shares as determined by an independent valuation obtained by the Company or (iii) the lowest tender offer price offered in such Non-Compliant Tender Offer. The Company may purchase such Tendered Shares upon delivery of the purchase price to the stockholder initiating such Non-Compliant Tender Offer, and, upon such delivery, the Company may instruct any transfer agent to transfer such purchased Shares to the Company. In addition, any shareholder who makes a Non-Compliant Tender Offer shall be responsible for all expenses incurred by the Corporation in connection with the enforcement of the provisions of this Section 3.9, including, without limitation, expenses incurred in connection with the review of all documents related to such tender offer and expenses incurred in connection with any purchase of Tendered Shares by the Company. The Company maintains the right to offset any such expenses against the dollar amount to be paid by the Company for the purchase of Tendered Shares pursuant to this Section 3.9. In addition to the remedies provided herein, the Company may seek injunctive relief, including, without limitation, a temporary or permanent restraining order, in connection with any Non-Compliant Tender Offer.

Tender Offers. If any shareholder of the Company makes a tender offer, including, without limitation, a “mini-tender” offer, such shareholder must comply with all of the provisions set forth in Regulation 14D of the Exchange Act, including, without limitation, disclosure and notice requirements, which would be applicable if the tender offer was for more than 5% of the outstanding securities of the Company, provided, however, that such documents are not required to be filed with the Securities and Exchange Commission. In addition, any such shareholder must provide notice to the Company at least 10 ten (10) Business Days prior to initiating any such tender offer. If any shareholder initiates a tender offer without complying with the provisions set forth above (a “Non-Compliant Tender Offer”), the Company, in its sole discretion, shall have the right to redeem such non-compliant shareholder’s Shares and any Shares acquired in such tender offer (collectively, the “Tendered Shares”) at the lesser of (i) with respect to Common Shares, the price then being paid per Common Share purchased in the Company’s latest offering of Common Shares at full purchase price (not discounted for commission reductions nor for reductions in sale price permitted pursuant to a distribution reinvestment plan, if any), (ii) the fair market value of the Shares as determined by an independent valuation obtained by the Company or (iii) the lowest tender offer price offered in such Non-Compliant Tender Offer. The Company may purchase such Tendered Shares upon delivery of the purchase price to the stockholder initiating such Non-Compliant Tender Offer, and, upon such delivery, the Company may instruct any transfer agent to transfer such purchased Shares to the Company. In addition, any shareholder who makes a Non-Compliant Tender Offer shall be responsible for all expenses incurred by the Corporation in connection with the enforcement of the provisions of this Section 3.9, including, without limitation, expenses incurred in connection with the review of all documents related to such tender offer and expenses incurred in connection with any purchase of Tendered Shares by the Company. The Company maintains the right to offset any such expenses against the dollar amount to be paid by the Company for the purchase of Tendered Shares pursuant to this Section 3.9. In addition to the remedies provided herein, the Company may seek injunctive relief, including, without limitation, a temporary or permanent restraining order, in connection with any Non-Compliant Tender Offer.