Common use of Third Party Offers Clause in Contracts

Third Party Offers. In the event none of the Non-Transferring Shareholders exercise their respective options granted hereunder to purchase all of the shares owned by the Transferring Shareholder, after having been given notice, then the Transferring Shareholder shall have the right to sell all of the shares to the prospective purchase set forth within the Transfer Notice (the “Third Party”). The Transferring Shareholder, who received and is willing to accept an arms-length, bona fide, written offer from a Third Party to purchase all, but not less than all, of the Shares then owned by the Transferring Shareholder (the “Third Party Offer”) shall, notwithstanding that the Non-Transferring Shareholders failed to exercise their options under Paragraphs 4(c) hereof, grant successive irrevocable non-assignable rights of first refusal to buy his shares to the Non-Transferring Shareholders. The terms of the Third Party Offer required to be met by the Non-Transferring Shareholders under this paragraph shall not include any non-monetary terms not reasonably and readily performable by the Non-Transferring Shareholders. In the event that the Non-Transferring Shareholders do not exercise their respective rights of first refusal hereunder, the Third Party Offer shall be accepted by the Transferring Shareholder, if at all, within thirty (30) days of the expiration of the Shareholders’ right of first refusal, but only on the exact terms of the Third Party Offer. The Third Party shall execute and promptly deliver to each party hereto, and to the Corporation, at the closing of a sale of Shares to the Third Party, an agreement acknowledging that the Shares it has purchased are and shall remain subject to this Agreement and agreeing to be personally bound hereby; and upon such closing the Third Party shall succeed the Transferring Shareholder as a Shareholder under this Agreement. In the event the Third Party Offer is not accepted by the Transferring Shareholder within thirty (30) days on the exact terms of the Third Party Offer, or if the Third Party does not succeed the Transferring Shareholder as a party to this Agreement, then such transfer shall be of no force and effect.

Third Party Offers. In If, prior to the tenth anniversary of the Effective Date, KMOC becomes the subject of a Third Party Offer that is (a) approved by a majority of the KMOC Board and (b) supported by the holders of a majority of the KMOC Voting Securities (i) in the event none of a Third Party Offer, the consummation of which does not require action by the holders of the Non-Transferring Shareholders exercise their respective options granted hereunder KMOC Voting Securities, that have taken a position on such transaction, other than the Waldo Entities, or (ii) in the event of a Third Party Offer, the consummation of which requires action of the holders of KMOC Voting Securities, whether at a meeting or by written consent, that have voted in favor of such Third Party Offer, other than the Waldo Entities, KMOC shall deliver a written notice to purchase Waldo, briefly describing the material terms of such Third Party Offer, and Waldo shall, within ten business days after receipt of such notice, either (x) offer to acquire all or substantially all of the shares owned assets of KMOC or the Other KMOC Shares, as the case may be, on terms at least as favorable to the Other KMOC Holders as those contemplated by such Third Party Offer or (y) confirm in writing that it will support, and at the Transferring Shareholderappropriate time support, after having been given noticesuch Third Party Offer, then including by voting and causing each of the Transferring Shareholder shall have Waldo Entities to vote all Shares Beneficially Owned by such Waldo Entity eligible to vote thereon in favor of such Third Party Offer or, if applicable, tendering or selling and causing each of the right Waldo Entities to tender or sell all of the shares Shares Beneficially Owned by it to the prospective purchase set forth within Person making such Third Party Offer. For purposes of (b)(i) of the Transfer Notice (the “Third Party”). The Transferring Shareholderforegoing sentence of this Section 2.2, who received and is willing in order to accept an arms-length, bona fide, written offer from determine whether a Third Party to purchase allOffer is supported by other holders of KMOC Voting Securities, but not less than allKMOC may use any reasonable method, taking into account confidentiality concerns, including engaging the services of the Shares then owned by the Transferring Shareholder (the “Third Party Offer”) shall, notwithstanding that the Non-Transferring Shareholders failed to exercise their options under Paragraphs 4(c) hereof, grant successive irrevocable non-assignable rights of first refusal to buy his shares to the Non-Transferring Shareholdersa proxy solicitor or similar firm. The terms notice referred to in the first sentence of this Section 2.2 shall be delivered promptly after the approval of the Third Party Offer required to be met by the Non-Transferring Shareholders under this paragraph shall not include any non-monetary terms not reasonably KMOC Board and readily performable the determination of the support by the Non-Transferring Shareholders. In holders of a majority of the event that KMOC Voting Securities who have taken a position on such transaction or the Non-Transferring Shareholders do not exercise their respective rights of first refusal hereunder, the Third Party Offer shall be accepted approval by the Transferring Shareholder, if at all, within thirty (30) days holders of a majority of the expiration KMOC Voting Securities that have voted in favor of the Shareholders’ right of first refusal, but only on the exact terms of the Third Party Offer. The Third Party shall execute and promptly deliver to each party hereto, and to the Corporation, at the closing of a sale of Shares to the Third Party, an agreement acknowledging that the Shares it has purchased are and shall remain subject to this Agreement and agreeing to be personally bound hereby; and upon such closing the Third Party shall succeed the Transferring Shareholder as a Shareholder under this Agreement. In the event the Third Party Offer is not accepted by the Transferring Shareholder within thirty (30) days on the exact terms of the Third Party Offer, or if as the Third Party does not succeed the Transferring Shareholder as a party to this Agreement, then such transfer shall be of no force and effectcase may be.

Third Party Offers. In If, at any time, the event none Management Shareholder (or his personal representative) (an “Offeree”) receives from an unrelated third party a bona fide offer to purchase for cash any of his or his Permitted Transferees’ Shares (the Shares subject to such offer, the “Offered Shares”) and the Offeree wishes to accept the offer, the Offeree shall give notice of the Non-Transferring Shareholders exercise their respective options granted hereunder offer to purchase all ACC (setting forth the name and address of the shares owned by third party, the Transferring Shareholderproposed purchase price, after having been given notice, then and the Transferring Shareholder other terms and conditions of the offer) and ACC shall have the right to sell all of the shares option (exercisable by notice to the prospective purchase set forth Offeree given within 30 days after the Transfer Notice (Offeree shall have given ACC the “Third Party”). The Transferring Shareholder, who received and is willing notice referred to accept an arms-length, bona fide, written offer from a Third Party above) to purchase all, but not less fewer than all, the Offered Shares at the same price per Share and on the other terms and conditions of the Offer. If ACC does not exercise the option described above to purchase all, but not fewer than all, the Offered Shares, the Offeree (or his personal representative) may, within 60 days after termination of the option described above, transfer all (but not fewer than all) such Shares then owned to the third party upon the terms and conditions of the original offer (but, if the Shares are not transferred within that 60-day period, they shall again be subject to this section 1.4). No such transfer may be made, however, unless the third party executes and delivers to ACC a written agreement, in form and substance reasonably satisfactory to ACC, agreeing to be bound by the Transferring Shareholder (the “Third Party Offer”) shall, notwithstanding that the Non-Transferring Shareholders failed to exercise their options under Paragraphs 4(c) hereof, grant successive irrevocable non-assignable rights provisions of first refusal to buy his shares to the Non-Transferring Shareholdersthis section 1. The terms closing of the Third Party Offer required to be met by the Non-Transferring Shareholders any purchase under this paragraph shall not include any non-monetary terms not reasonably and readily performable by the Non-Transferring Shareholders. In the event that the Non-Transferring Shareholders do not exercise their respective rights of first refusal hereunder, the Third Party Offer section 1.4 shall be accepted held at a place and date specified by the Transferring ShareholderACC, if at all, within thirty (30) but not more than 60 days of after the expiration of the Shareholders’ right of first refusaloption described above. At the closing, but only on the exact terms of the Third Party Offer. The Third Party Management Shareholder (or personal representative) or Permitted Transferee shall execute and promptly deliver to each party heretoACC a certificate or certificates for the Shares being sold, duly endorsed in blank and with all required stock transfer stamps attached, and to ACC shall pay the Corporation, at the closing of a sale of Shares to the Third Party, an agreement acknowledging that purchase price for the Shares it has purchased are and being purchased. If the Management Shareholder’s personal representative is selling Shares, he or she also shall remain subject deliver to this Agreement and agreeing to be personally bound hereby; and upon such closing the Third Party shall succeed the Transferring Shareholder as a Shareholder under this Agreement. In the event the Third Party Offer is not accepted by the Transferring Shareholder within thirty (30) days on the exact terms of the Third Party Offer, or if the Third Party does not succeed the Transferring Shareholder as a party to this Agreement, then such transfer shall be of no force and effectACC all applicable estate tax waivers.

Third Party Offers. In Notwithstanding anything to the contrary contained in this Article VI, in the event none of the Nonthat an offer is made by an unrelated third-Transferring Shareholders exercise their respective options granted hereunder party to purchase all of the shares owned by the Transferring Shareholder, after having been given notice, then the Transferring Shareholder shall have the right to sell all of the shares to the prospective purchase set forth within the Transfer Notice entire Company (the a “Third Party”). The Transferring Shareholder, who received and is willing to accept an armsThird-length, bona fide, written offer from a Third Party to purchase all, but not less than all, of the Shares then owned by the Transferring Shareholder (the “Third Party Offer”) shalland such Third-Party Offer is acceptable to FAREISI, notwithstanding that then FAREISI shall first offer to sell 100% of its Membership Interests to Experian by giving Experian written notice thereof specifying the Non-Transferring Shareholders failed to exercise their options under Paragraphs 4(c) hereof, grant successive irrevocable non-assignable rights of first refusal to buy his shares to the Non-Transferring Shareholders. The terms of the Third Third-Party Offer required upon which FAREISI is willing to be met by sell its Membership Interest (the Non“Third-Transferring Shareholders under Party Terms”). Following its receipt of such notice pursuant to this paragraph Section 6.05, Experian shall not include any nonhave a thirty (30) day period during which it may elect to acquire all of the Membership Interest of FAREISI upon the Third-monetary terms not reasonably and readily performable by the Non-Transferring ShareholdersParty Terms. In the event that Experian rejects the Nonoffer of FAREISI hereunder or fails to deliver a written notice accepting such offer within the applicable period, (a) FAREISI shall be free to sell its Membership Interest to such third-Transferring Shareholders do not exercise their respective rights party purchaser upon the Third-Party Terms and (b) Experian shall be obligated to sell its Membership Interest to such third-party purchaser upon the Third-Party Terms and otherwise upon terms no less favorable than those given by the third-party purchaser to FAREISI (pro rata based upon the relative size of first refusal hereunder, the Membership Interest of Experian vis-à-vis the Membership Interest of FAREISI) unless the closing of such Third Party Offer occurs on or prior to December 31, 2010, or if notice of the Third-Party Offer is delivered after exercise of the Put Option or the Call Option, in which case Experian shall be accepted obligated to sell its Membership Interest to such third-party purchaser, at Experian’s written election, either upon (x) the Third-Party Terms and otherwise upon terms no less favorable than those given by the Transferring Shareholder, if at all, within thirty third-party purchaser to FAREISI (30) days pro rata based upon the relative size of the expiration Membership Interest of Experian vis-à-vis the Membership Interest of FAREISI) or (y) for the then applicable Put Price (pursuant to the JV Agreement, and including any interest, fees, expenses or other amounts due thereunder) plus all accrued and unpaid distributions (together with all accrued and unpaid management services fee payable to Experian pursuant to Article II of the Shareholders’ right of first refusalJV Agreement) payable in cash, but only on the exact terms of the Third Party Offer. The Third Party shall execute and promptly deliver to each party hereto, and to the Corporation, at as if such sale were the closing of a sale of Shares to the Third Party, an agreement acknowledging that the Shares it has purchased are and shall remain subject to this Agreement and agreeing to be personally bound hereby; and upon such closing the Third Party shall succeed the Transferring Shareholder as a Shareholder under this Agreement. In the event the Third Party Offer is not accepted by the Transferring Shareholder within thirty (30) days on the exact terms of the Third Party Offer, or if the Third Party does not succeed the Transferring Shareholder as a party to this Agreement, then such transfer shall be of no force and effectPut Option.

Third Party Offers. In SECTION 2.1 THIRD PARTY OFFERS. If, prior to the tenth anniversary of the Effective Date, KMOC becomes the subject of a Third Party Offer that is (a) approved by a majority of the KMOC Board and (b) supported by the holders of a majority of the KMOC Voting Securities (i) in the event none of a Third Party Offer, the consummation of which does not require action by the holders of the Non-Transferring Shareholders exercise their respective options granted hereunder KMOC Voting Securities, that have taken a position on such transaction, other than the Shareholders, or (ii) in the event of a Third Party Offer, the consummation of which requires action of the holders of KMOC Voting Securities, whether at a meeting or by written consent, that have voted in favor of such Third Party Offer, other than the Shareholders, KMOC shall deliver a written notice to purchase Waldo, briefly describing the material terms of such Third Party Offer, and Waldo shall, within ten business days after receipt of such notice, either (x) offer to acquire all or substantially all of the shares owned assets of KMOC or the Other KMOC Shares, as the case may be, on terms at least as favorable to the Other KMOC Holders as those contemplated by such Third Party Offer or (y) confirm in writing that it will support, and at the Transferring Shareholderappropriate time support, after having been given noticesuch Third Party Offer, then including by voting and causing each of the Transferring Shareholders to vote all Shares Beneficially Owned by such Shareholder shall have eligible to vote thereon in favor of such Third Party Offer or, if applicable, tendering or selling and causing each of the right Shareholders to tender or sell all of the shares Shares Beneficially Owned by it to the prospective purchase set forth within Person making such Third Party Offer. For purposes of (b)(i) of the Transfer Notice (the “Third Party”). The Transferring Shareholderforegoing sentence of this Section 2.1, who received and is willing in order to accept an arms-length, bona fide, written offer from determine whether a Third Party to purchase allOffer is supported by other holders of KMOC Voting Securities, but not less than allKMOC may use any reasonable method, taking into account confidentiality concerns, including engaging the services of the Shares then owned by the Transferring Shareholder (the “Third Party Offer”) shall, notwithstanding that the Non-Transferring Shareholders failed to exercise their options under Paragraphs 4(c) hereof, grant successive irrevocable non-assignable rights of first refusal to buy his shares to the Non-Transferring Shareholdersa proxy solicitor or similar firm. The terms notice referred to in the first sentence of this Section 2.1 shall be delivered promptly after the approval of the Third Party Offer required to be met by the Non-Transferring Shareholders under this paragraph shall not include any non-monetary terms not reasonably KMOC Board and readily performable the determination of the support by the Non-Transferring Shareholders. In holders of a majority of the event that KMOC Voting Securities who have taken a position on such transaction or the Non-Transferring Shareholders do not exercise their respective rights of first refusal hereunder, the Third Party Offer shall be accepted approval by the Transferring Shareholder, if at all, within thirty (30) days holders of a majority of the expiration KMOC Voting Securities that have voted in favor of the Shareholders’ right of first refusal, but only on the exact terms of the Third Party Offer. The Third Party shall execute and promptly deliver to each party hereto, and to the Corporation, at the closing of a sale of Shares to the Third Party, an agreement acknowledging that the Shares it has purchased are and shall remain subject to this Agreement and agreeing to be personally bound hereby; and upon such closing the Third Party shall succeed the Transferring Shareholder as a Shareholder under this Agreement. In the event the Third Party Offer is not accepted by the Transferring Shareholder within thirty (30) days on the exact terms of the Third Party Offer, or if as the Third Party does not succeed the Transferring Shareholder as a party to this Agreement, then such transfer shall be of no force and effectcase may be.

Third Party Offers. The projects defined herein are committed to this financing collectively and shall not be segregated from the whole package without a separate written agreement. This Agreement shall be subject to the right of Dolar to consider alternative proposals as follows: In the event none Dolar receives a bonafide offer for the purchase of its interests in any of the Nonprojects that it reasonably deems are superior to the purchase contemplated to be made as provided above, it shall promptly notify Fellows of such offer, following which Fellows shall have fifteen (15) days in which to consummate the purchase of such interest on the terms of such third-Transferring Shareholders exercise their respective options granted hereunder party offer. If Fellows is unable to consummate the transaction within such fifteen day period (for any reason other than the fault or unwillingness of Dolar) Dolar shall thereafter have thirty (30) days to conclude a sale pursuant to such offer and in accordance with its terms. In the event Dolar fails to conclude such sale within such time, Fellows may proceed to complete its purchase all pursuant to the provisions of the shares owned Agreement. Notwithstanding the foregoing, in the event that Fellows/Newco pays to Dolar at any time that a third party offer is not pending, and prior to closing, an amount of $100,000 (which amount shall be credited toward the purchase price of the projects) the provisions above in Paragraph 6 relating to third party offers shall not have further effect and this Agreement shall become exclusive pending closing. The date for closing (on or before February 28, 2008) may be extended by mutual agreement of the Transferring Shareholderparties and shall be extended for an amount or amounts of time equal to the time spent by Dolar in attempting to close a third party offer. Except in the event this Agreement becomes exclusive as described in the previous paragraph, after having been given notice, then the Transferring Shareholder Dolar shall have the right to sell all continue to pursue financing of projects with third parties, but shall periodically update Fellows the progress made independently of this financing. For this reason, time is of the shares essence to the prospective purchase set forth within the Transfer Notice (the “Third Party”). The Transferring Shareholder, who received and is willing to accept an arms-length, bona fide, written offer from a Third Party to purchase all, but not less than all, of the Shares then owned by the Transferring Shareholder (the “Third Party Offer”) shall, notwithstanding that the Non-Transferring Shareholders failed to exercise their options under Paragraphs 4(c) hereof, grant successive irrevocable non-assignable rights of first refusal to buy his shares to the Non-Transferring Shareholders. The terms of the Third Party Offer required to be met by the Non-Transferring Shareholders under this paragraph shall not include any non-monetary terms not reasonably and readily performable by the Non-Transferring Shareholders. In the event that the Non-Transferring Shareholders do not exercise their respective rights of first refusal hereunder, the Third Party Offer shall be accepted by the Transferring Shareholder, if at all, within thirty (30) days of the expiration of the Shareholders’ right of first refusal, but only on the exact terms of the Third Party Offer. The Third Party shall execute and promptly deliver to each party hereto, and to the Corporation, at the closing of a sale of Shares to the Third Party, an agreement acknowledging that the Shares it has purchased are and shall remain subject to this Agreement and agreeing to be personally bound hereby; and upon such closing the Third Party shall succeed the Transferring Shareholder as a Shareholder under this Agreement. In the event the Third Party Offer is not accepted by the Transferring Shareholder within thirty (30) days on the exact terms of the Third Party Offer, or if the Third Party does not succeed the Transferring Shareholder as a party to this Agreement, then such transfer shall be of no force and effectboth parties.