Common use of Buyout Clause in Contracts

Buyout. If either (a) HLTT gives notice of Abandonment to PTG that is not followed by a Reversion or (b) within three years after commencement of a Reversion, HWC has not achieved a Cash Flow Positive period at any time, then at any time thereafter (if but only if HWC has not at any time achieved a Cash Flow Positive period) either HLTT or PTG (the “Offeror”) may give written notice to the other (the “Recipient”) of a “Buyout”. The notice of Buyout shall state a per common share price (applicable to convertible securities on an as-converted basis) at which the Offeror offers to both (1) purchase the HWC securities owned by the Recipient, and (2) sell to the Recipient the HWC shares owned by the Offeror, at the option of the Recipient. Within forty days after receipt of the notice of Buyout, the Recipient will respond in writing stating its choice to purchase the Offeror’s shares or sell the Recipient’s shares at the price set forth in the notice of Buyout. If the Recipient fails to respond in writing within forty days, then the Recipient will be deemed to have agreed to sell its HWC shares to the Offeror. The closing of the purchase and sale will take place at the executive offices of HWC on the thirtieth day after Offeror receives Recipient’s notice (or seventy days after notice of Buyout was given, if the Recipient fails to respond) or the first business day thereafter. At the closing, the seller will deliver a stock power and certificate (if issued) transferring its HWC shares to the buyer, and the buyer will deliver the purchase price. Unless otherwise agreed by the parties, the purchase price may be paid in cash or in any combination of cash (not less than twenty percent of the purchase price) and promissory note. Unless otherwise agreed to by the parties, the promissory note shall:

Buyout. If either (a) HLTT gives notice Within the time provided by Section 17.1, the Port shall notify Concessionaire whether it is interested in negotiating a buy-out of Abandonment Concessionaire’s interest in this Agreement. The Port shall have no right to PTG buy-out Concessionaire’s interest in this Agreement in the event that a proposed assignment is not followed by directly as a Reversion or (b) within three years after commencement result of a Reversionproposed merger, HWC has not achieved acquisition or sale of substantially all of the assets of Concessionaire. If the Port is interested in a Cash Flow Positive period at any timebuy-out of Concessionaire’s interest, then at any time thereafter the Port shall have sixty (if but only if HWC has not at any time achieved a Cash Flow Positive period60) either HLTT or PTG (days from the “Offeror”) may give written date of its notice to Concessionaire to enter into an agreement to buy out Concessionaire’s leasehold interest in this Agreement upon substantially the other (same terms and conditions as proposed between Concessionaire and the “Recipient”) of a “Buyout”third party. The notice of Buyout shall state a per common share purchase price (applicable to convertible securities on an as-converted basis) at which the Offeror offers to both (1) purchase the HWC securities owned be paid by the Recipient, and (2) sell to Port under this buy-out right shall be the Recipient the HWC shares owned by the Offeror, at the option of the Recipient. Within forty days after receipt of the notice of Buyout, the Recipient will respond in writing stating its choice to proposed transaction purchase the Offeror’s shares or sell the Recipient’s shares at the price as set forth in the notice letter of Buyoutintent or proposed agreement between Concessionaire and the third party. If the Recipient fails Port and Concessionaire fail to respond in writing enter into a written agreement for such a purchase within forty days, the period of time provided by Section 17.3 then the Recipient will Port shall be deemed to have agreed to sell waived its HWC shares buy-out right. Subject to the Offerorother provisions of this Section 17, Concessionaire may then transfer its interest in this Agreement, but only upon the same terms and conditions as reviewed by the Port. The closing If the proposed terms and conditions of any transfer by Concessionaire to a third party are at any time materially altered from the purchase proposed terms and conditions of such sale will take place at that were presented to and reviewed by the executive offices of HWC on the thirtieth day after Offeror receives Recipient’s notice (or seventy days after notice of Buyout was given, if the Recipient fails to respond) or the first business day thereafter. At the closingPort, the seller will deliver a stock power and certificate (if issued) transferring its HWC shares Port’s buy-out right shall be deemed applicable to the buyeraltered transfer terms, and the buyer will deliver Port shall have sixty (60) days after the date it receives notice of the material alteration to consider and enter into a written agreement for the purchase priceof Concessionaire’s interest in this Agreement. Unless otherwise agreed by It is further understood that, in the partiesevent that the Port does not exercise this buy-out right, the purchase price may this provision shall nevertheless be paid in cash applicable to any further or in any combination of cash (not less than twenty percent of the purchase price) and promissory note. Unless otherwise agreed future transfer, which is subject to by the parties, the promissory note shall:this provision.

Buyout. If either (a) HLTT gives notice of Abandonment to PTG that is not followed by a Reversion or (b) within three years after commencement of a Reversion, HWC has not achieved a Cash Flow Positive period at any time, then at any time thereafter (if but only if HWC has not at any time achieved a Cash Flow Positive period) either HLTT or PTG (the “Offeror”) may give written notice to the other (the “Recipient”) of a “Buyout”. The notice of Buyout shall state a per common share price (applicable to convertible securities on an as-converted basis) at which the Offeror offers to both (1) purchase the HWC securities owned by the Recipient, and (2) sell to the Recipient the HWC shares owned by the Offeror, at the option of the Recipient. Within forty days after receipt of the notice of Buyout, the Recipient will respond in writing stating its choice to purchase the Offeror’s shares or sell the Recipient’s shares at the price set forth in the notice of Buyout. If the Recipient fails to respond in writing within forty days, then the Recipient will be deemed to have agreed to sell its HWC shares to the Offeror. The closing of the purchase and sale will take place at the executive offices of HWC on the thirtieth day after Offeror receives Recipient’s notice (or seventy days after notice of Buyout was given, if the Recipient fails to respond) or the first business day thereafter. At the closing, the seller will deliver a stock power and certificate (if issued) transferring its HWC shares to the buyer, and the buyer will deliver the purchase price. Unless otherwise agreed by the parties, the purchase price may be paid in cash or in any combination of cash (not less than twenty percent of the purchase price) and promissory note. Unless otherwise agreed to by the parties, the promissory note shall:: have such maturity date as the purchaser chooses, which shall be no more than three years after the closing date; provide for quarterly amortization of the principal amount of the Promissory Note; bear interest at six percent (6%) per annum, payable quarterly; and be secured by a pledge of the purchased shares. The promissory note shall be accompanied by a pledge agreement covering the purchased shares, which shall contain standard commercial pledge terms for a pledge of equity securities issued by a privately held entity.