Common use of Third Party Offer Clause in Contracts

Third Party Offer. If Buyer gives notice under clause (b) above, Seller and Buyer shall execute an Agreement of Sale for the Property pursuant to the terms and conditions of the Bona Fide Third Party Offer (with such modifications as are necessary to reflect the names of the parties and the passage of time since the presentation of the Bona Fide Third Party Offer) and Buyer shall no longer have any right to acquire the Property in accordance with the terms of Sections 1-7 hereof; provided, however, that in such event, if the Second Year Option Payment has been paid, the Second Year Option Payment, less Carrying Costs during the Second Option Year, shall nevertheless be credited to the purchase price payable under the terms of the Bona Fide Third Party Offer in the same manner as such payment would have been credited to the Purchase Price if the Option had been exercised and this Agreement shall terminate and be of no further force and effect. If Buyer does not elect to purchase the Property under either clause (a) or clause (b) above within such fifteen (15) day period, Buyer's rights under this Agreement shall terminate (except as set forth below) and Seller shall have the right to sell the Property upon the terms and conditions contained in the Bona Fide Third Party Offer free an clear of this Agreement and Buyer's Option hereunder; provided, however, that if closing upon such Bona Fide Third Party Offer shall occur following the payment of the Second Year Option Payment, Seller shall repay to Buyer an amount equal to the Second Year Option Payment theretofore paid by Buyer to Seller, less Carrying Costs to the date of execution of the Agreement of Sale with the Buyer under the Bona Fide Third Party Offer (the "Third Party Agreement of Sale"). If Seller does not complete the sale of the Property on the terms and conditions and in accordance with the Bona Fide Third Party Offer within the lesser of the period set forth in the Third Party Agreement of Sale or one hundred eighty (180) days following the date of expiration of this first refusal as set forth in this paragraph (such time period, the "Lock Out Period"), the right of Buyer to exercise the Option as set forth in Sections 1 through 7 above shall be reinstated and be exercisable by Buyer, and the right of first refusal contained in this Section 8 shall be reinstated and shall apply with respect to any subsequent Bona Fide Third Party Offer to purchase the Property during the balance of the First Option Period and the Second Option Period, as set forth herein; provided, however, if the time to exercise or extend the Option occurred during the Lock Out Period, then Buyer shall have until thirty (30) days following the expiration of the Lock Out Period in which to exercise the expired Option or to extend the Option, as the case may be.

Third Party Offer. If Buyer gives notice under clause (b) aboveat any time when a Sale Notice has not been given, Seller and Buyer shall execute an Agreement of Sale for the Property pursuant to the terms and conditions of the Bona Fide a Third Party Offer (with such modifications as are necessary to reflect the names of the parties and the passage of time since the presentation of the Bona Fide or Third Party Offer) and Buyer shall no longer have any right to acquire the Property in accordance with the terms of Sections 1-7 hereof; providedParties make a bona fide, howeverunsolicited, that in such event, if the Second Year Option Payment has been paid, the Second Year Option Payment, less Carrying Costs during the Second Option Year, shall nevertheless be credited to the purchase price payable under the terms of the Bona Fide Third Party Offer in the same manner as such payment would have been credited to the Purchase Price if the Option had been exercised and this Agreement shall terminate and be of no further force and effect. If Buyer does not elect to purchase the Property under either clause (a) or clause (b) above within such fifteen (15) day period, Buyer's rights under this Agreement shall terminate (except as set forth below) and Seller shall have the right to sell the Property upon the terms and conditions contained in the Bona Fide Third Party Offer free an clear of this Agreement and Buyer's Option hereunder; provided, however, that if closing upon such Bona Fide Third Party Offer shall occur following the payment of the Second Year Option Payment, Seller shall repay to Buyer an amount equal to the Second Year Option Payment theretofore paid by Buyer to Seller, less Carrying Costs to the date of execution of the Agreement of Sale with the Buyer under the Bona Fide Third Party Offer written offer (the "Third Party Agreement of SaleOffer") to purchase Securities (the "Offer Securities"). If Seller does not complete , which offer RCI wishes to accept, RCI shall give written notice (the "Offer Notice") to JV Shareholder irrevocably offering the Offer Securities for sale to JV Shareholder, which notice shall include a copy of the Property Third Party Offer, and JV Shareholder shall have the right by written notice given to RCI (the "Acceptance Notice") within the period of 30 Business Days following receipt by JV Shareholder of the Offer Notice to purchase the Offer Securities from RCI at the price and on the terms and conditions and in accordance with the Bona Fide Third Party Offer within the lesser of the period set forth in the Third Party Agreement Offer. In the event that the Third Party Offer offers consideration which is payable wholly or partly in securities, JV Shareholder may in the Acceptance Notice offer all cash or may offer securities of Sale JV Shareholder and/or its Affiliates to the same extent as provided in the Third Party Offer, which cash and/or securities shall (1) have a Fair Market Value no less than the Fair Market Value of the securities offered under the Third Party Offer; and (2) provide no less liquidity than the securities offered under the Third Party Offer. The purchase by JV Shareholder under this clause (o) shall be completed on the date specified by JV Shareholder in the Acceptance Notice which date shall be no more than 15 days following receipt by RCI of the Acceptance Notice. In the event that JV Shareholder fails to deliver the Acceptance Notice as contemplated by this clause (o) within the 30 Business Day period, RCI shall be entitled, subject to clause (k) hereof, to Transfer the Offer Securities to such Third Party or one hundred eighty (180) Third Parties at no less than the price, and substantially on the other terms and conditions, specified in the Third Party Offer, such Transfer to be completed on the date no more than 15 days following the date of expiration of this first refusal as set forth in this paragraph (such time period, the "Lock Out Period"), the right of Buyer to exercise the Option as set forth in Sections 1 through 7 above shall be reinstated and be exercisable by Buyer, and the right of first refusal contained in this Section 8 shall be reinstated and shall apply with respect to any subsequent Bona Fide Third Party Offer to purchase the Property during the balance expiry of the First Option 30 Business Day Period and or the Second Option Period, as set forth herein; provided, however, if date that JV Shareholder fails to complete the time to exercise or extend the Option occurred during the Lock Out Period, then Buyer shall have until thirty (30) days following the expiration purchase of the Lock Out Period in which to exercise the expired Option or to extend the OptionOffer Securities, as the case may be. In the event that JV Shareholder fails to complete the purchase of the Offer Securities by reason of a default of JV Shareholder, RCI shall be entitled, subject to clause (k) hereof, to Transfer the Offer Securities to any bona fide Third Party or Third Parties upon such terms and conditions as RCI shall determine provided such Transfer is completed during the 120 day period following such failure (and such sale shall be without prejudice to any rights and remedies RCI may otherwise have by reason of such default). If any Transfer by RCI to a bona fide Third Party or Third Parties is not completed as contemplated by this clause (o), RCI shall be required to comply with the Right of First Negotiation in accordance with its terms in the event that RCI proposes any subsequent sale of Securities.

Third Party Offer. If Buyer gives notice under clause (b) above, Seller and Buyer shall execute an Agreement of Sale for At any time during the Property pursuant to Term hereof after the terms and conditions third anniversary of the Bona Fide Commencement Date, Lessee shall have a first refusal option to purchase the Leased Property in the event that Lessor, or its successors and assigns, shall have received an offer from a third party to purchase the Leased Property, which offer ("Third Party Offer") Lessor intends to accept (or has accepted subject to Lessee's right of first refusal granted herein). Lessor shall promptly give Lessee notice of any Third Party Offer (with such modifications as are necessary that Lessor intends to reflect the names of the parties and the passage of time since the presentation of the Bona Fide Third Party Offer) and Buyer shall no longer have any right to acquire the Property in accordance accept, together with the terms of Sections 1-7 hereof; provided, however, that in such event, if the Second Year Option Payment has been paid, the Second Year Option Payment, less Carrying Costs during the Second Option Year, shall nevertheless be credited to the total purchase price payable under offered in connection therewith (the terms of the Bona Fide "Third Party Offer in the same manner as such payment would have been credited to the Purchase Price if the Option had been exercised and this Agreement shall terminate and be of no further force and effectPrice"). If Buyer does not elect the Third Party Offer Price is less than the Minimum Purchase Price, then Lessee shall have the option to purchase the Leased Property under either clause (a) or clause (b) above within such fifteen (15) day period, Buyer's rights under this Agreement shall terminate (except as set forth below) and Seller shall have the right to sell the Property upon the terms and conditions contained in the Bona Fide Third Party Offer free an clear of this Agreement and Buyer's Option hereunder; provided, however, that if closing upon such Bona Fide Third Party Offer shall occur following the payment of the Second Year Option Payment, Seller shall repay to Buyer for an amount equal to the Second Year Option Payment theretofore paid by Buyer to Seller, less Carrying Costs to Minimum Purchase Price. If the date of execution of the Agreement of Sale with the Buyer under the Bona Fide Third Party Offer (Price is greater than the "Minimum Purchase Price, then Lessee shall have the option to purchase the Lease Property for an amount equal to the Adjusted Minimum Purchase Price - Third Party Agreement Party. Lessee shall have 30 days after receipt of Sale")such notice from Lessor within which time to exercise Lessee's option to purchase. If Seller does not complete the sale of the Property on the terms and conditions and in accordance with the Bona Fide Third Party Offer Lessee exercises its option to purchase, then such purchase shall be consummated within the lesser of the period time set forth in the Third Party Agreement Offer and in accordance with the provisions of Sale or one hundred eighty (180) Article 17 hereof to the extent not inconsistent herewith. If Lessee shall not exercise Lessee's option to purchase within said 30-day period after receipt of said notice from Lessor, Lessor shall be free for a period of 90 days following after the date of expiration of said 30-day period to sell the Leased Property to the third party at the Third Party Offer Price and not at any other price without first offering the Leased Property to Lessee in accordance with this first refusal as set forth in this paragraph (Article 29. Whether or not such time periodsale is consummated, the "Lock Out Period"), the right of Buyer Lessee shall be entitled to exercise the Option as set forth in Sections 1 through 7 above shall be reinstated and be exercisable by Buyer, and the its right of first refusal contained as provided in this Section 8 shall be reinstated and shall apply with respect Article, as to any subsequent Bona Fide Third Party Offer to purchase sale of the Leased Property during the balance Term of the First Option Period and the Second Option Period, as set forth herein; provided, however, if the time to exercise or extend the Option occurred during the Lock Out Period, then Buyer shall have until thirty (30) days following the expiration of the Lock Out Period in which to exercise the expired Option or to extend the Option, as the case may bethis Lease.

Third Party Offer. If Buyer gives notice under clause (a) Notwithstanding anything to the contrary set forth in Section 2.1 above, and not including any Transfer of Shares consummated in accordance with the terms and conditions set forth in Section 2.2 above, if subsequent to the fifth (5th) anniversary of the date hereof Preferred Shareholder desires to Transfer all or any part of his or her Shares pursuant to a bona fide offer (a “Third Party Offer”) in writing received from a third party who is not an existing stockholder of the Cooperative (the “Proposed Transferee”), Preferred Shareholder (the “Selling Preferred Shareholder”) shall submit a written offer (the “Redemption Offer”) to the Cooperative to redeem such Shares (the “Offered Shares”) at the Original Purchase Price plus any declared but unpaid dividends accruing thereto and upon the payment terms set forth in Section 2.3(d) below. In addition, the Redemption Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares, the total number of Shares owned by the Selling Preferred Shareholder and any other material facts relating to the proposed Third Party Offer. (b) aboveFor a period of sixty (60) days after its receipt of a Redemption Offer, Seller the Cooperative shall have the first right of refusal to redeem the Offered Shares of the Selling Preferred Shareholder (the “Transferred Shares”), for a redemption price determined in accordance with Section 2.3(c) below and Buyer upon the payment terms set forth in Section 2.3(d) below. (c) If the Cooperative elects to exercise its option to redeem the Transferred Shares, as determined by the Cooperative’s Board of Directors (the “Board”), the redemption price (the “Redemption Price”) therefor shall execute an Agreement be equal to the Original Purchase Price plus any declared but unpaid dividends. (d) Redemptions of Sale Transferred Shares to be consummated pursuant to this Section 2.3 shall be completed at the offices of the Cooperative within fifteen (15) days after the Cooperative’s acceptance of the relevant Redemption Offer. At the closing of any such redemption (i) the Selling Preferred Shareholder shall deliver to the Cooperative the certificate or certificates evidencing the relevant Transferred Shares, duly endorsed for transfer to the Cooperative; and (ii) the Cooperative shall pay to the Selling Preferred Shareholder the Redemption Price, at the election of the Cooperative in its sole discretion, either (A) in full in cash at closing; or (B) in ten percent (10%) in cash at closing and the balance thereof payable on or before the two-year anniversary of such closing with interest thereon accruing at the cumulative average of the prime rate as set forth in the “Money Rates” column of the Wall Street Journal, Eastern Edition (or its successor) for the Property thirty (30) day period immediately preceding the date of closing (the “Prime Rate”), such payment obligation to be evidenced by a negotiable promissory note or notes made by the Cooperative payable to the order of such Selling Preferred Shareholder, secured by the Transferred Shares being redeemed and containing a right of prepayment without penalty. (e) If, after the expiration of the Cooperative’s right of refusal, the Offered Shares have not been redeemed by the Cooperative pursuant this Section 2.3, such Selling Preferred Shareholder may proceed to Transfer the Offered Shares to the Proposed Transferee, which price per share shall not exceed the Original Purchase Price plus any declared but unpaid dividends, and provided that (i) the closing of such sale occurs within ninety (90) days after the date of such Third Party Offer; and (ii) such Proposed Transferee has delivered to the Cooperative evidence reasonably satisfactory to the Cooperative, as determined by the Board, that such Proposed Transferee has agreed in writing to be bound by the terms and conditions of this Agreement. (f) In the Bona Fide Third Party Offer event for any reason any Offered Shares are not: (with such modifications as are necessary to reflect i) redeemed by the names of the parties and the passage of time since the presentation of the Bona Fide Third Party Offer) and Buyer shall no longer have any right to acquire the Property Cooperative in accordance with the terms of Sections 1-7 hereof; provided, however, that in such event, if the Second Year Option Payment has been paid, the Second Year Option Payment, less Carrying Costs during the Second Option Year, shall nevertheless be credited to the purchase price payable under the terms of the Bona Fide Third Party Offer in the same manner as such payment would have been credited to the Purchase Price if the Option had been exercised and this Agreement shall terminate and be of no further force and effect. If Buyer does not elect to purchase the Property under either clause (a) or clause (b) above within such fifteen (15) day period, Buyer's rights under this Agreement shall terminate (except as conditions set forth belowin Sections 2.3(a)-(d) and Seller shall have the right above; or (ii) sold to sell the Property upon the terms and conditions contained in the Bona Fide Third Party Offer free an clear of this Agreement and Buyer's Option hereunder; provided, however, that if closing upon such Bona Fide Third Party Offer shall occur following the payment of the Second Year Option Payment, Seller shall repay Proposed Transferee pursuant to Buyer an amount equal to the Second Year Option Payment theretofore paid by Buyer to Seller, less Carrying Costs to the date of execution of the Agreement of Sale with the Buyer under the Bona Fide Third Party Offer (the "Third Party Agreement of Sale"). If Seller does not complete the sale of the Property on the terms and conditions and in accordance with the Bona Fide such Third Party Offer within the lesser of ninety-day period in accordance with the period terms and conditions set forth in the Third Party Agreement Section 2.3(e) above, for a period of Sale or one hundred eighty sixty (18060) days following the date of expiration of this first refusal as set forth in this paragraph (such time periodthereafter, the "Lock Out Period"), Cooperative shall have the first right of Buyer refusal to exercise redeem the Option as Shares of the Selling Preferred Shareholder in accordance with the terms and conditions set forth in Sections 1 through 7 above 2.3(g) below. (g) The Cooperative shall pay to such Selling Preferred Shareholder a redemption price (also the “Redemption Price”) which shall be reinstated equal to the Original Purchase Price plus any declared but unpaid dividends for the Shares of such Selling Preferred Shareholder and be exercisable by Buyer, and the right of first refusal contained in this Section 8 shall be reinstated and shall apply payable in accordance with respect to any subsequent Bona Fide Third Party Offer to purchase the Property during the balance of the First Option Period and the Second Option Period, as payment terms set forth herein; provided, however, if the time to exercise or extend the Option occurred during the Lock Out Period, then Buyer shall have until thirty (30in Section 2.3(d) days following the expiration of the Lock Out Period in which to exercise the expired Option or to extend the Option, as the case may beabove.