Common use of First Offer Clause in Contracts

First Offer. Provided that no material Event of Default has occurred and is continuing, if Lessor shall desire to sell or convey the Property to a third party that is not an Affiliate of Lessor, then Lessor shall first give Lessee the right to purchase the Property for a price and on terms and conditions determined by Lessor and set forth in a notice given to Lessee (the “Offer”). Lessee shall have twenty (20) Business Days from receipt of the Offer within which to elect to purchase the Property on the precise terms and conditions of the Offer (except that if the Offer shall be in whole or in part for consideration other than cash, Lessee shall have the right to pay in cash the fair market value of such noncash consideration). If Lessee elects to so purchase the Property, Lessee shall give to Lessor written notice thereof (“Acceptance Notice”) and the closing shall be held within forty-five (45) days after the date of the Acceptance Notice or such longer period of time as is set forth in the Offer, whereupon Lessor shall convey the Property to Lessee. At the closing, Lessor shall deliver to Lessee a special warranty deed (or local equivalent) sufficient to convey to Lessee fee simple title to the Property free and clear of all easements, rights-of-way, encumbrances, liens, covenants, conditions, restrictions, obligations and liabilities, except for any such matters in effect upon the acquisition of the Property by Lessor, such matters created, suffered or consented to in writing by Lessee or arising by reason of the failure of Lessee to have observed or performed any term, covenant or agreement of this Lease to be observed or performed by Lessee, and the lien of any taxes then affecting the Property; provided, however, that if the Offer contemplates that the Property is to be conveyed subject to any existing financing then the Property shall be conveyed subject to the mortgage or deed of trust securing such financing unless Lessee elects to pay off such financing in accordance with the terms of the applicable loan documents (provided that Lessee shall not be responsible for payment of any late charges or other charges that are not directly related to the payoff). If Lessee does not timely elect to purchase the Property, Lessor shall, subject to Section 16.03, be free to sell the Property to any other Person within twelve (12) months of Lessee’s rejection or deemed rejection without being required to comply again with the foregoing provisions of this Section 16.01, provided that, if Lessor intends to sell the Property (i) after such twelve (12) month period, or (ii) within such twelve (12) month period at a price less than ninety-five percent (95%) of the price described in the Offer, Lessor shall give Lessee written notice, setting forth the applicable purchase price and terms and conditions, and Lessee shall have twenty (20) business days to elect in writing to purchase the Property at such purchase price and on such terms and conditions. The right of first offer granted by this Section 16.01 with respect to the Property shall not survive the expiration or earlier termination of this Lease.

First Offer. Provided that no material Event If a Shareholder (the "Selling Shareholder") desires to transfer any or all of Default has occurred and is continuingsuch Shareholder's Stock (the "Offered Stock"), if Lessor shall desire to sell or convey the Property to a third party that is not an Affiliate of Lessor, then Lessor such Shareholder shall first give Lessee written notice (a "Transfer Notice") thereof to the right Company, identifying the proposed transferee, the number of shares sought to be transferred, the proposed purchase the Property for a price and on terms and conditions determined by Lessor and set forth in a notice given to Lessee (the “Offer”"Offered Price"). Lessee shall have twenty (20) Business Days from receipt , if applicable, the terms of the Offer within which to elect to purchase proposed transaction including the Property on proposed transaction date and a copy of any written offer or other writing setting forth the precise terms and conditions of the Offer (except that if proposed transaction. Such Transfer Notice shall constitute an irrevocable offer by the Offer shall Selling Shareholder to sell all of the Offered Stock to the Company at the Offered Price and upon the same terms and conditions as the Selling Shareholder is willing to sell the Offered Stock to the proposed transferee. To the extent the consideration proposed to be in whole or in part for consideration paid by the proposed transferee consists of property other than cash, Lessee the reasonable cash equivalent of such property, and the manner of determining the same, shall have be stated in such Transfer Notice. Once given, a Transfer Notice may not be modified or amended except with the written consent of the Company. Within the ten (10) day period following the giving of the Transfer Notice (the "Offer Period"), the Company may, by a majority vote of its disinterested directors, elect, by giving written notice of such election to the Selling Shareholder, to purchase all but not less than all of the Offered Stock. If the Company waives in writing the Company's right to exercise, or if the Company fails to timely exercise any purchase option under the provisions of this subsection, then, the Selling Shareholder hereby gives and grants to the other Shareholders the right and option to pay in cash purchase (one time) the fair market value Offered Stock for the Offered Price on a pro rata basis (which right and option must be exercised and consummated within ten (10) days after receipt of such noncash considerationnotice from the Selling Shareholder). If Lessee elects to so purchase the Property, Lessee shall give to Lessor written notice thereof (“Acceptance Notice”) Company and the closing Shareholders do not elect, by notice in writing given to the Selling Shareholder within the Offer Period, to purchase all (but not less than all) of the Offered Stock to which they are entitled, then the Selling Shareholder shall be held free to dispose of all of the Offered Stock within forty-five ninety (4590) days after the date of the Acceptance Notice or such longer period end of time as is set forth the Offer Period to the original proposed transferee, at a price not lower than the Offered Price, and upon the terms stipulated in the Offer, whereupon Lessor shall convey the Property to Lessee. At the closing, Lessor shall deliver to Lessee a special warranty deed (or local equivalent) sufficient to convey to Lessee fee simple title to the Property free and clear of Transfer Notice in all easements, rights-of-way, encumbrances, liens, covenants, conditions, restrictions, obligations and liabilities, except for any such matters in effect upon the acquisition of the Property by Lessor, such matters created, suffered or consented to in writing by Lessee or arising by reason of the failure of Lessee to have observed or performed any term, covenant or agreement of this Lease to be observed or performed by Lessee, and the lien of any taxes then affecting the Propertymaterial respects; provided, however, however that if the Offer contemplates that the Property is to any such sale shall be conveyed subject to any existing financing then participation by the Property Investor pursuant to the provisions of Section 2.01. However, as a condition to the effectiveness of such transfer, said transferee shall be conveyed required to become a party to this Agreement as a Shareholder and, pursuant to Section 4.15, shall confirm such fact by executing a counterpart of this Agreement. If such Offered Stock is not so disposed of by the Selling Shareholder within such ninety (90) day period, the Selling Shareholder shall continue to hold such Stock subject to the mortgage or deed all of trust securing such financing unless Lessee elects to pay off such financing in accordance with the terms and conditions of this Agreement and may not sell the Stock without again complying with all of the applicable loan documents (provided that Lessee shall not be responsible for payment of any late charges or other charges that are not directly related to the payoff). If Lessee does not timely elect to purchase the Property, Lessor shall, subject to Section 16.03, be free to sell the Property to any other Person within twelve (12) months of Lessee’s rejection or deemed rejection without being required to comply again with the foregoing provisions of this Section 16.01, provided that, if Lessor intends to sell the Property (i) after such twelve (12) month period, or (ii) within such twelve (12) month period at a price less than ninety-five percent (95%) of the price described in the Offer, Lessor shall give Lessee written notice, setting forth the applicable purchase price and terms and conditions, and Lessee shall have twenty (20) business days to elect in writing to purchase the Property at such purchase price and on such terms and conditions. The right of first offer granted by this Section 16.01 with respect to the Property shall not survive the expiration or earlier termination of this Leasehereof.

First Offer. Provided that Except for (i) Tag-Along Sales made in accordance with Section 2.4, (ii) Drag-Along 100% Sales made in accordance with Article III, or (iii) the ninety (90) day period immediately following the Effective Time (as defined in the Merger Agreement), no material Event Financing Party shall Transfer any Shares except as specifically permitted by this Section 2.8. If at any time any Financing Party desires to Transfer all or any part of Default has occurred and is continuingthe Shares held by such Person (other than in accordance with Section 2.8.4) (a "FINANCING SELLING PARTY"), if Lessor then such Financing Selling Party shall deliver written notice of its desire to sell or convey such Shares (a "NOTICE OF INTENTION"), accompanied by a copy of a proposal relating to such sale (the Property "SALE PROPOSAL"), to a third party that is not an Affiliate each of Lessorthe Purchaser and the Company, setting forth such Financing Selling Party's desire to make such sale, the number and class of Shares proposed to be transferred (the "OFFERED SECURITIES"), the cash price at which such Financing Selling Party proposes to sell the Offered Securities (the "FIRST OFFER PRICE") and other terms applicable thereto. Upon receipt of the Notice of Intention, the Purchaser and the Company shall then Lessor shall first give Lessee have the right to purchase at the Property for a price First Offer Price and on the other terms specified in the Sale Proposal, all, but not less than all (unless the Financing Selling Party shall have consented to the purchase of less than all of such Offered Securities). The rights of the Purchaser and conditions determined the Company pursuant to this Section 2.8.2 shall be exercisable by Lessor and set forth in a the delivery of notice given to Lessee the Financing Selling Party (the “Offer”"NOTICE OF EXERCISE"). Lessee shall have twenty , within thirty (2030) Business Days calendar days from receipt the date of delivery of the Notice of Intention. If the Financing Selling Party receives more than one Notice of Exercise within such thirty (30) day period, the priority as among the Purchaser and the Company to match the First Offer within which to elect Price and purchase such Shares shall be, FIRST, the Purchaser and, SECOND, the Company. The Notice of Exercise shall state that the Purchaser or the 15 Company, as the case may be, is willing to purchase the Property Offered Securities on the precise terms and conditions specified in the Sale Proposal. A copy of such Notice of Exercise shall also be delivered by the Purchaser or the Company, as the case may be, to each of the Offer (except that if Purchaser or the Offer shall be in whole or in part for consideration other than cashCompany, Lessee shall have as the right to pay in cash case may be. The rights of the fair market value of such noncash consideration). If Lessee elects to so purchase the Property, Lessee shall give to Lessor written notice thereof (“Acceptance Notice”) Purchaser and the closing Company pursuant to this Section 2.8.2 shall be held within forty-five terminate if unexercised thirty (4530) calendar days after the date of delivery of the Acceptance Notice of Intention. In the event that the Purchaser or such longer period of time as is set forth in the Offer, whereupon Lessor Company exercise their rights to purchase all (unless the Financing Selling Party shall convey the Property to Lessee. At the closing, Lessor shall deliver to Lessee a special warranty deed (or local equivalent) sufficient to convey to Lessee fee simple title have consented to the Property free and clear purchase of all easements, rights-of-way, encumbrances, liens, covenants, conditions, restrictions, obligations and liabilities, except for any such matters in effect upon the acquisition less than all) of the Property by Lessor, such matters created, suffered or consented to in writing by Lessee or arising by reason of the failure of Lessee to have observed or performed any term, covenant or agreement of this Lease to be observed or performed by Lessee, and the lien of any taxes then affecting the Property; provided, however, that if the Offer contemplates that the Property is to be conveyed subject to any existing financing then the Property shall be conveyed subject to the mortgage or deed of trust securing such financing unless Lessee elects to pay off such financing Offered Securities in accordance with this Section 2.8.2, then the terms Selling Financing Party must sell the Offered Securities to the Purchaser and/or the Company, as the case may be, within thirty (30) calendar days from the date of delivery of the applicable loan documents (provided that Lessee Notice of Exercise received by the Selling Financing Party, on such date as shall not be responsible for payment of any late charges or other charges that are not directly related to determined by the payoff)Financing Selling Party by written notice thereof. If Lessee does all notices required pursuant to this Section 2.8.2 have been duly given and the Purchaser and the Company do not timely elect exercise their respective options to purchase the PropertyOffered Securities at the First Offer Price, Lessor shallthen the Financing Selling Party shall have the right, subject to Section 16.03, be free to sell compliance by the Property to any other Person within twelve (12) months of Lessee’s rejection or deemed rejection without being required to comply again Financing Selling Party with the foregoing provisions of this Section 16.012.3 hereof, provided that, if Lessor intends to sell for a period of ninety (90) calendar days from the Property earlier of (i) after the expiration of the option period pursuant to this Section 2.8.2 with respect to such twelve (12) month period, Sale Proposal or (ii) within the date on which such twelve (12) month period Financing Selling Party receives notice from the Purchaser or the Company that they will not exercise all of the option granted pursuant to this Section 2.8.2, to sell to any third party all, but not less than all, of the Offered Securities remaining unsold at a price of not less than ninety-five percent (95%) the First Offer Price and on terms not less favorable to the Financing Selling Party than, the other terms specified in the Sale Proposal. Notwithstanding the foregoing, in the event that the Financing Selling Party desires to Transfer Senior Subordinated Notes of the price described Company due 2010 ("Notes") or Warrants together with the Offered Securities, such Notes and/or Warrants shall constitute "Offered Securities" for purposes of this Section 2.8.2. In such event, neither the Purchaser nor the Company may exercise their respective option to purchase any of the Shares or Warrants constituting Offered Securities unless all of the Notes and Warrants included in the Offer, Lessor shall give Lessee written notice, setting forth the applicable purchase price and terms and conditions, and Lessee shall have twenty (20) business days to elect in writing to purchase the Property at such purchase price and on such terms and conditions. The right of first offer granted by this Section 16.01 with respect to the Property shall not survive the expiration or earlier termination of this LeaseOffered Securities are purchased as well.