Common use of Buy/Sell Arrangements Clause in Contracts

Buy/Sell Arrangements. (a) In the event that, at any time following the third anniversary of the date hereof, members of the Investcorp Group, on the one hand, or members of the Carmel Group, on the other hand, wish to sell all of their Securities (such Stockholders wishing to sell their Securities, the "Offering Stockholders"), and the Offering Stockholders then hold at least 25% of the then current voting power, the Offering Stockholders shall promptly provide written notice thereof to the Company and each of the other Stockholders, which notice shall specify the number of Securities that the Offering Stockholders then hold and desire to sell and the price at which they are willing to sell such Securities. The Company and each of the other Stockholders who are members of the group of which the Offering Stockholders are not members (for purposes of this Section 5, such other Stockholders, the "Offeree Stockholders") shall have the irrevocable option, exercisable by written notice to the Offering Stockholders within 120 days after the receipt of notice from the Offering Stockholders (for purposes of this Section 5, the "Option Period"), to purchase from such Offering Stockholders all of the Securities then held by such Offering Stockholders at the Offering Stockholders' asking price (the "Offer Price"). The determination of whether the Company shall exercise its right to purchase any or all of the Securities proposed to be sold by the Offering Stockholders pursuant to this Section 5 shall be made by the Offeree Stockholders, exercisable by the vote of the holders of a majority of the outstanding Shares held by all of the Offeree Stockholders. If the Company does not elect to purchase all of the Securities proposed to be sold and the Offeree Stockholders submit written elections to purchase more Securities than the number of Securities proposed to be sold which the Company has not elected to purchase, the Offeree Stockholders submitting such elections shall purchase such Securities not purchased by the Company in proportion to their respective holdings of their Securities or such other proportion as they may agree upon.

Buy/Sell Arrangements. that it is pursuant to this Section 10(a)), in writing (a) In the event that, at any time following the third anniversary of the date hereof, members of the Investcorp Group, on the one hand, or members of the Carmel Group, on the other hand, wish to sell all of their Securities (such Stockholders wishing to sell their Securities, the "Offering Stockholders"), and the Offering Stockholders then hold at least 25% of the then current voting power, the Offering Stockholders shall promptly provide written notice thereof to the Company and each of the other Stockholders, which notice shall specify the number of Securities that the Offering Stockholders then hold and desire to sell and the price at which they are willing to sell such Securities. The Company and each of the other Stockholders who are members of the group of which the Offering Stockholders are not members (for purposes of this Section 5, such other Stockholders, the "Offeree Stockholders") shall have the irrevocable option, exercisable by written notice to the Offering Stockholders within 120 days after the receipt of notice from the Offering Stockholders (for purposes of this Section 5, the "Option PeriodOffer"), to purchase from such Offering Stockholders ----- sell all or any portion of its Company Interests to the Securities then held by such Offering Stockholders at other group (Zecal or LZ, as the Offering Stockholders' asking case may be, and hereinafter referred to as the "Proposed -------- Buyer"), specifying the aggregate price therefor, and the price for each 1% ----- interest in the Company (the price of each 1% interest in the Company hereinafter referred to as the "Offer Target Price"). The determination Proposed Buyer must ------------ accept or reject the Offer no later than thirty (30) days after receipt of whether the Offer. If the Proposed Buyer accepts the Offer, it shall deliver the Proposed Seller an irrevocable acceptance notice (the "Acceptance Notice") ----------------- stating that the Proposed Buyer agrees to purchase all (but not less than all) of the Proposed Seller's offered Company Interests at the aggregate Target Price therefor (in cash, payable in immediately available funds, denominated in U.S. dollars) on a date which shall exercise not be later than 90 days after receipt of the Offer, and such purchase of all (but not less than all) of the Proposed Seller's offered Company Interests shall be consummated no later than 90 days after receipt of the Offer. If the Proposed Buyer rejects the Offer (and such rejection shall be deemed to occur on the 30th day after receipt of the Offer, if no written acceptance or rejection of the Offer is delivered by the Proposed Buyer on or prior to such date), then the Proposed Seller must purchase all (but not less than all) of the Proposed Buyer's Company Interests at the aggregate Target Price therefor (in cash, payable in immediately available funds, denominated in U.S. dollars) on a date which shall not be later than 90 days after receipt of the Offer, and such purchase of all (but not less than all) of the Proposed Buyer's Company Interests shall be consummated no later than 90 days after receipt of the Offer. In the event Zecal fails to fulfill its obligations under this Section 10 to consummate a purchase or sale of Company Interests when obligated to do so, Zecal shall lose the right to purchase any or all appoint directors to the Board pursuant to Section 1 of this Agreement, and the Securities proposed to election of directors shall be sold by accomplished in accordance with the Offering Stockholders Delaware Act. HTI unconditionally guarantees Zecal's obligations pursuant to this Section 5 shall be made by the Offeree Stockholders10, exercisable by the vote it being understood that HTI's guarantee is a guarantee of the holders of a majority of the outstanding Shares held by all of the Offeree Stockholders. If the Company does not elect to purchase all of the Securities proposed to be sold and the Offeree Stockholders submit written elections to purchase more Securities than the number of Securities proposed to be sold which the Company has not elected to purchase, the Offeree Stockholders submitting such elections shall purchase such Securities not purchased by the Company in proportion to their respective holdings of their Securities or such other proportion as they may agree uponpayment.

Buy/Sell Arrangements. (a) In the event that, at At any time following the third anniversary second Anniversary of the date hereofhereof (the "2nd Anniversary Date"), members of either the Investcorp Group, on Reckson Group Agent or the one hand, or members of the Carmel Group, on the other hand, wish to sell all of their Securities NYSTRS Group Agent (such Stockholders wishing to sell their Securitiesas applicable, the "Offering StockholdersOfferor Member"), and ) may tender to the Offering Stockholders then hold at least 25% Group Agent of the then current voting power, the Offering Stockholders shall promptly provide written notice thereof to the Company and each of the other Stockholders, which notice shall specify the number of Securities that the Offering Stockholders then hold and desire to sell and the price at which they are willing to sell such Securities. The Company and each of the other Stockholders who are members of the group of which the Offering Stockholders are not members Unaffiliated Members (for purposes of this Section 5, 10.02 such other StockholdersUnaffiliated Members are collectively, the "Offeree StockholdersMember") a good faith, written offer (a "Buy/Sell Offer Notice") in which it offers either to sell all of its Interest to the Offeree Member or to purchase from the Offeree Member all of its Interest (it being acknowledged that if the Reckson Members are transferring their "Interest" hereunder, the Reckson Members shall transfer and the acquiring party shall acquire the Total Reckson Interest and provided, that during the period commencing on the 2nd Anniversary Date through and including March 31, 2005 a Buy/Sell Offer Notice may only be delivered if a dispute shall exist with respect to the Major Decision set forth in Section 7.03(b) and the dispute shall not have been resolved after 60 days of good faith negotiation between the irrevocable optionmembers of the Management Committee (the periods and circumstances described above during which a Buy/Sell Offer Notice may not be delivered are collectively, exercisable by the "Lockout Period"). The Buy/Sell Offer Notice shall provide a price (the "Buy/Sell Price") that the Offeror Member would be willing to sell the Property, and the LLC Accountants' calculation (subject to the review of any Unaffiliated Member) of the amount that would be distributed to (x) the NYSTRS Members (the "NYSTRS Interest Amount"), and (y) the Reckson Members (the "Reckson Interest Amount"), if the Property were sold for cash in an amount equal to the Buy-Sell Price and the purchaser assumed all Secured Liabilities. The Offeree Member shall give written notice to the Offering Stockholders (a "Buy/Sell Response Notice") within 120 60 days after the receipt of notice from the Offering Stockholders Buy/Sell Offer Notice that the Offeree Member will either (x) sell its entire Interest to the Offeror Member for purposes an amount equal to the NYSTRS Interest Amount or the Reckson Interest Amount, as applicable or (y) purchase the entire Interest of this Section 5the Offeror Member for an amount equal to the NYSTRS Interest Amount or the Reckson Interest Amount, as applicable (the transactions contemplated by (x) and (y) is a "Buy/Sell Transaction"). If the Offeree Member elects in the Buy-Sell Response Notice to purchase the entire Interest of the Offeror Member, the "Option Period")Offeree Member shall, to purchase from such Offering Stockholders all simultaneously with the delivery of the Securities then held by such Offering Stockholders at Buy/Sell Response Notice, deliver to the Offering Stockholders' asking price New York office of one of the five largest title insurance companies in the United States (the "Offer PriceBuy/Sell Escrow Agent"). The determination ) (to be designated by the party transferring its Interest) a Deposit (the "Buy/Sell Deposit") equal to 5% (as reasonably estimated by the party purchasing the Interest) of whether the Company shall exercise its right to purchase any or all whichever of the Securities proposed NYSTRS Interest Amount or the Reckson Interest Amount is being purchased. If the Offeree Member shall elect in the Buy/Sell Response Notice to sell its Interest to the Offeror Member, within 10 days following the Offeror Member's receipt of the Buy/Sell Response Notice, the Offeror Member shall deliver to the Buy/Sell Escrow Agent the Buy/Sell Deposit. Failure to respond within the 60-day period set forth above shall be conclusively deemed to be sold by the Offering Stockholders pursuant to this Section 5 shall be made an election by the Offeree Stockholders, exercisable by the vote of the holders Member to sell its entire Interest. Failure of a majority Member to timely deliver the Deposit shall cause such Member to be treated as a Purchasing Buy/Sell Member which is a defaulting Member under paragraph (c) below. The Buy/Sell Offer Notice and the Buy/Sell Response Notice (or deemed response) shall constitute a binding agreement of the outstanding Shares held by all of purchase and sale between the Offeree Stockholders. If the Company does not elect to purchase all of the Securities proposed to be sold Member and the Offeree Stockholders submit written elections to purchase more Securities than Offeror Member in accordance with the number of Securities proposed to be sold which the Company has not elected to purchase, the Offeree Stockholders submitting such elections shall purchase such Securities not purchased by the Company in proportion to their respective holdings of their Securities or such other proportion as they may agree uponterms hereof.

Buy/Sell Arrangements. (a) In the event that, at At any time following (i) the third anniversary Buy/Sell Lockout End Date with respect to the NorthStar Member or (ii) the occurrence (and continuation) of a TFG Buy/Sell Trigger Event after the date hereofBuy/Sell Lockout End Date with respect to the TFG Member, members of such Member (the Investcorp Group“Offeror Member”) may tender, on the one handsubject to Section 15.01(f), or members of the Carmel Group, on to the other handMember (the “Offeree Member”) a good faith, wish written offer (a “Buy/Sell Offer Notice”) in which it offers either to sell all of their Securities the Interests of the Offeror Member to the Offeree Member or to purchase from the Offeree Member all of the Interests of the Offeree Member; provided, that any such Buy/Sell Offer Notice shall be accompanied by the simultaneous delivery to a national title insurance company which shall be designated by the Offeror Member in the Buy/Sell Notice (such Stockholders wishing the “Buy/Sell Escrow Agent”) a deposit (the “Buy/Sell Deposit”) equal to three percent (3%) of whichever of the NorthStar Interest Amount or the TFG Interest Amount corresponds to the Offeror Member (i.e., three percent (3%) of the amount the Offeror Member would have to pay if the Offeror Member turns out to be the Purchasing Buy/Sell Member). The Buy/Sell Offer Notice shall provide a price (the “Buy/Sell Price”) for which the Offeror Member would be willing to sell their Securitiesthe Facilities, and the "Offering Stockholders"calculation of the amount that would be distributed to (x) the NorthStar Member (the “NorthStar Interest Amount”), and (y) the Offering Stockholders then hold at least 25% TFG Member (the “TFG Interest Amount”), if the Facilities were sold for the Buy/Sell Price on the date which the Buy/Sell Offer Notice is delivered, all customary transaction costs relating to such a sale were paid and all other liabilities of the then current voting powerVenture were discharged, the Offering Stockholders shall promptly provide written notice thereof to the Company Venture was liquidated and each all remaining assets of the other StockholdersVenture were distributed in accordance with the provisions of Section 11.03; provided, which notice shall specify that in computing the number of Securities that the Offering Stockholders then hold and desire to sell NorthStar Interest Amount and the price at which they are willing to sell such Securities. The Company and each of the other Stockholders who are members of the group of which the Offering Stockholders are not members (for purposes of this Section 5TFG Interest Amount, such other Stockholders, the "Offeree Stockholders") shall have the irrevocable option, exercisable by written notice to the Offering Stockholders within 120 days after the receipt of notice from the Offering Stockholders (for purposes of this Section 5, the "Option Period"), to purchase from such Offering Stockholders all of the Securities then held by such Offering Stockholders at the Offering Stockholders' asking price (the "Offer Price"). The determination of whether the Company shall exercise its right to purchase any or all of the Securities proposed to be sold by the Offering Stockholders pursuant to this Section 5 there shall be made by no deduction for any deemed transfer, stamp or similar taxes or the Offeree Stockholders, exercisable by the vote establishment of the holders of a majority of the outstanding Shares held by all of the Offeree Stockholders. If the Company does not elect to purchase all of the Securities proposed to be sold and the Offeree Stockholders submit written elections to purchase more Securities than the number of Securities proposed to be sold which the Company has not elected to purchase, the Offeree Stockholders submitting such elections shall purchase such Securities not purchased by the Company in proportion to their respective holdings of their Securities or such other proportion as they may agree uponany reserves under Section 11.03(b).

Buy/Sell Arrangements. (a) In the event that, at At any time following (xi) the third anniversary Buy/Sell Lockout End Date with respect to the NorthStar Member or (xii) the occurrence (and continuation) of a TFG Buy/Sell Trigger Event after the date hereofBuy/Sell Lockout End Date with respect to the TFG Member, members of such Member (the Investcorp Group“Offeror Member”) may tender, on the one handsubject to Section 15.01(f), or members of the Carmel Group, on to the other handMember (the “Offeree Member”) a good faith, wish written offer (a “Buy/Sell Offer Notice”) in which it offers either to sell all of their Securities the Interests of the Offeror Member to the Offeree Member or to purchase from the Offeree Member all of the Interests of the Offeree Member; provided, that any such Buy/Sell Offer Notice shall be accompanied by the simultaneous delivery to a national title insurance company which shall be designated by the Offeror Member in the Buy/Sell Notice (such Stockholders wishing the “Buy/Sell Escrow Agent”) a deposit (the “Buy/Sell Deposit”) equal to three percent (3%) of whichever of the NorthStar Interest Amount or the TFG Interest Amount corresponds to the Offeror Member (i.e., three percent (3%) of the amount the Offeror Member would have to pay if the Offeror Member turns out to be the Purchasing Buy/Sell Member). The Buy/Sell Offer Notice shall provide a price (the “Buy/Sell Price”) for which the Offeror Member would be willing to sell their Securitiesthe Properties, and the "Offering Stockholders"calculation of the amount that would be distributed to (x) the NorthStar Member (the “NorthStar Interest Amount”), and (y) the Offering Stockholders then hold at least 25% of TFG Member (the then current voting power“TFG Interest Amount”), if the Offering Stockholders shall promptly provide written notice thereof to Properties were sold for the Company and each of Buy/Sell Price on the other Stockholders, which notice shall specify the number of Securities that the Offering Stockholders then hold and desire to sell and the price at which they are willing to sell such Securities. The Company and each of the other Stockholders who are members of the group of date which the Offering Stockholders are not members Buy/Sell Offer Notice is delivered (or, for purposes of this Section 5assumptions relating to whether the applicable Mortgage Loan(s) are or are not open to free prepayment at par, on the Buy/Sell Closing Date), all customary transaction costs relating to such a sale were paid and all other Stockholdersliabilities of the Venture were discharged, the "Offeree Stockholders"Venture was liquidated and all remaining assets of the Venture were distributed in accordance with the provisions of Section 11.03; provided, that in computing the NorthStar Interest Amount and the TFG Interest Amount, (A) there shall have be no deduction for any deemed transfer, stamp or similar taxes or the irrevocable option, exercisable by written notice to the Offering Stockholders within 120 days after the receipt establishment of notice from the Offering Stockholders (for purposes of this any reserves under Section 5, the "Option Period"11.03(b), to purchase from (B) if the then existing applicable Mortgage Loan(s) are assumable by a Qualifying Buyer, then calculation shall assume that such Offering Stockholders all applicable Mortgage Loan(s) would be assumed by a Qualifying Buyer who would pay any applicable loan assumption fees and related costs, and (C) if (1) the NorthStar Member is the Offeror Member, or (2) the TFG Member is the Offeror Member at a time when the Mortgage Loan(s) and the mortgage loan(s) secured by any of the Securities then held by such Offering Stockholders at the Offering Stockholders' asking price (the "Offer Price"). The determination of whether the Company shall exercise its right to purchase Master Lease Properties with which any or all of the Securities proposed Mortgage Loan(s) are cross-collateralized or cross-defaulted are open to be sold free prepayment at par, then (x) any required repayment of such mortgage loan(s) secured by the Offering Stockholders pursuant to this Section 5 shall be made by the Offeree Stockholders, exercisable by the vote any of the holders of a majority Master Lease Properties at par and (y) any required release premium or portion thereof that would otherwise be payable in respect of the outstanding Shares held applicable Mortgage Loan(s) that would be applied to pay down the mortgage loan(s) secured by all any of the Offeree Stockholders. If the Company does Master Lease Properties, in each case shall not elect to purchase all of the Securities proposed to be sold and the Offeree Stockholders submit written elections to purchase more Securities than the number of Securities proposed to be sold which the Company has not elected to purchase, the Offeree Stockholders submitting such elections shall purchase such Securities not purchased by the Company in proportion to their respective holdings of their Securities or such other proportion as they may agree upontaken into account.

Buy/Sell Arrangements. (a) In the event that, at At any time following (i) the third anniversary 2nd Anniversary Date, if a dispute under Section 7.02 shall have occurred and the dispute shall not have been resolved after 60 days of good faith negotiation between the date hereof, members of the Investcorp Group, on Management Committee (it being agreed that neither party shall attempt to raise the one hand, Major Decision set forth in Section 7.02(a) until the Lockout Date) or members (ii) the expiration of the Carmel GroupLockout Period, on either the other hand, wish to sell all of their Securities Reckson Group Agent or the Investor Group Agent (such Stockholders wishing to sell their Securitiesas applicable, the "Offering StockholdersOfferor Member"), and ) may tender to the Offering Stockholders then hold at least 25% Group Agent of the then current voting power, the Offering Stockholders shall promptly provide written notice thereof to the Company and each of the other Stockholders, which notice shall specify the number of Securities that the Offering Stockholders then hold and desire to sell and the price at which they are willing to sell such Securities. The Company and each of the other Stockholders who are members of the group of which the Offering Stockholders are not members Unaffiliated Members (for purposes of this Section 5, 10.02 such other StockholdersUnaffiliated Members are collectively, the "Offeree StockholdersMember") a good faith, written offer (a "Buy/Sell Offer Notice") in which it offers either to sell all of its Interest to the Offeree Member or to purchase from the Offeree Member all of its Interest. The Buy/Sell Offer Notice shall have provide a price (the irrevocable option"Buy/Sell Price") that the Offeror Member would be willing to sell the Property, exercisable by and the LLC Accountants' calculation (subject to the review of any Unaffiliated Member) of the amount that would be distributed to (x) the Investor Members (the "Investor Interest Amount"), and (y) the Reckson Members (the "Reckson Interest Amount"), if the Property were sold for cash in an amount equal to the Buy-Sell Price and the purchaser assumed all Secured Liabilities. The Offeree Member shall give written notice to the Offering Stockholders (a "Buy/Sell Response Notice") within 120 60 days after the receipt of notice from the Offering Stockholders Buy/Sell Offer Notice that the Offeree Member will either (x) sell its entire Interest to the Offeror Member for purposes an amount equal to the Investor Interest Amount or the Reckson Interest Amount, as applicable or (y) purchase the entire Interest of this Section 5the Offeror Member for an amount equal to the Investor Interest Amount or the Reckson Interest Amount, as applicable (the transactions contemplated by (x) and (y) is a "Buy/Sell Transaction"). If the Offeree Member elects in the Buy-Sell Response Notice to purchase the entire Interest of the Offeror Member, the "Option Period")Offeree Member shall, to purchase from such Offering Stockholders all simultaneously with the delivery of the Securities then held by such Offering Stockholders at Buy/Sell Response Notice, deliver to the Offering Stockholders' asking price New York office of one of the five largest title insurance companies in the United States (the "Offer PriceBuy/Sell Escrow Agent"). The determination of whether the Company shall exercise its right to purchase any or all of the Securities proposed ) (to be sold designated by the Offering Stockholders pursuant Offeror Member) a Deposit (the "Buy/Sell Deposit") equal to this Section 5 shall be made five percent (5%) (as reasonably estimated by the Offeree Stockholders, exercisable by the vote Member) of whichever of the holders of a majority of Investor Interest Amount or the outstanding Shares held by all of the Offeree StockholdersReckson Interest Amount is being purchased. If the Company does not Offeree Member shall elect in the Buy/Sell Response Notice to purchase all sell its Interest to the Offeror Member, within 10 days following the Offeror Member's receipt of the Securities proposed Buy/Sell Response Notice, the Offeror Member shall deliver to the Buy/Sell Escrow Agent the Buy/Sell Deposit. Failure to respond within the 60-day period set forth above shall be conclusively deemed to be sold an election by the Offeree Member to sell its entire Interest. Failure of a Member to timely deliver the Deposit shall cause such Member to be treated as a Purchasing Buy/Sell Member which is a defaulting Member under paragraph (c) below. The Buy/Sell Offer Notice and the Offeree Stockholders submit written elections to Buy/Sell Response Notice (or deemed response) shall constitute a binding agreement of purchase more Securities than the number of Securities proposed to be sold which the Company has not elected to purchase, and sale between the Offeree Stockholders submitting such elections shall purchase such Securities not purchased by Member and the Company Offeror Member in proportion to their respective holdings of their Securities or such other proportion as they may agree uponaccordance with the terms hereof.