Common use of Forced Sale Right Clause in Contracts

Forced Sale Right. Except as otherwise provided in Section 11.2, if a Dragging Member desires to Transfer all, but not less than all, of the Units of the Dragging Member in connection with a Transfer for cash not less than two years after the Effective Date to an unaffiliated third party Proposed Purchaser in a transaction where no additional material benefits are received by the Dragging Member in connection therewith and that is contingent on the Transfer of all of the Membership Interests held by any Dragged Members, the Dragging Member may deliver a notice (a “Drag-Along Notice”) to the Dragged Members setting forth the Units to be Transferred, the proposed purchase price for such Units and the other material terms of the Transfer to the Proposed Purchaser, and attaching a copy of any agreements or written offers from the Proposed Purchaser setting forth the terms of the Transfer. After the receipt of a Drag-Along Notice, the Dragged Members shall be obligated to Transfer all of its Units to the Proposed Purchaser upon the terms and conditions set forth in the Drag-Along Notice; provided, however, that v) the terms and conditions set forth in the Drag-Along Notice shall apply to the Units to be Transferred by the Dragging Member, vi) the purchase price for all Units sold to the Proposed Purchaser shall be allocated among all of the Members selling their Units pro rata in accordance with the number of Units included in the sale, and vii) the closing of the purchase and sale occurs shall occur within 180 days after the delivery of the Drag-Along Notice. In the event the Equity Owners in Laramie or any successor to Laramie’s interests (“Laramie Equity Owners”) desire to Transfer all, but not less than all, of their Member Equity Interests in a Transfer for cash not less than two years after the Effective Date to an unaffiliated third party Proposed Purchaser that is contingent on the Transfer of all of the Member Equity Interests held by the Equity Owners in the other Member, the foregoing shall apply, mutatis mutandis, as if such Laramie Equity Owners were the Dragging Member seeking to Transfer Units, and the Equity Owners in the other Member were the Dragged Members. Any violation of the foregoing by an Equity Owner shall be deemed a breach of this Agreement by the Member in which such Equity Owner holds Membership Equity Interests.

Forced Sale Right. Except as otherwise provided in Section 11.2, if a Dragging Member desires to Transfer all, but not less than all, of the Units of the Dragging Member in connection with a Transfer for cash not less than two years after the Effective Date to an unaffiliated third party Proposed Purchaser in a transaction where no additional material benefits are received by the Dragging Member in connection therewith and that is contingent on the Transfer of all of the Membership Interests held by any Dragged Members, the Dragging Member may deliver a notice (a “Drag-Along Notice”) to the Dragged Members setting forth the Units to be Transferred, the proposed purchase price for such Units and the other material terms of the Transfer to the Proposed Purchaser, and attaching a copy of any agreements or written offers from the Proposed Purchaser setting forth the terms of the Transfer. After the receipt of a Drag-Along Notice, the Dragged Members shall be obligated to Transfer all of its Units to the Proposed Purchaser upon the terms and conditions set forth in the Drag-Along Notice; provided, however, that v(a) the terms and conditions set forth in the Drag-Along Notice shall apply to the Units to be Transferred by the Dragging Member, vi(b) the purchase price for all Units sold to the Proposed Purchaser shall be allocated among all of the Members selling their Units pro rata in accordance with the number of Units included in the sale, and vii(c) the closing of the purchase and sale occurs shall occur within 180 days after the delivery of the Drag-Along Notice. In the event the Equity Owners in Laramie or any successor to Laramie’s interests (“Laramie Equity Owners”) desire to Transfer all, but not less than all, of their Member Equity Interests in a Transfer for cash not less than two years after the Effective Date to an unaffiliated third party Proposed Purchaser that is contingent on the Transfer of all of the Member Equity Interests held by the Equity Owners in the other Member, the foregoing shall apply, mutatis mutandis, as if such Laramie Equity Owners were the Dragging Member seeking to Transfer Units, and the Equity Owners in the other Member were the Dragged Members. Any violation of the foregoing by an Equity Owner shall be deemed a breach of this Agreement by the Member in which such Equity Owner holds Membership Equity Interests.

Forced Sale Right. Except as otherwise provided in Section 11.2, if a any Dragging Member desires Members desire to Transfer all, but not less than all, of the Units of the Dragging Member Member(s) in connection with a Transfer for cash not less than two years after the Effective Date to an unaffiliated third party Proposed Purchaser in a transaction where no additional material benefits are received by the Dragging Member Member(s) in connection therewith and that is contingent on the Transfer of all of the Membership Interests held by any Dragged Members, the Dragging Member Member(s) may deliver a notice (a “Drag-Along Notice”) to the Dragged Members setting forth the Units to be Transferred, the proposed purchase price for such Units and the other material terms of the Transfer to the Proposed Purchaser, and attaching a copy of any 45 12111833.11 agreements or written offers from the Proposed Purchaser setting forth the terms of the Transfer. After the receipt of a Drag-Along Notice, the Dragged Members shall be obligated to Transfer all of its Units to the Proposed Purchaser upon the terms and conditions set forth in the Drag-Along Notice; provided, however, that v(I) the terms and conditions set forth in the Drag-Along Notice shall apply to the Units to be Transferred by the Dragging MemberMember(s), vi(I) the purchase price for all Units sold to the Proposed Purchaser shall be allocated among all of the Members selling their Units pro rata in accordance with the number of Units included in the salesale (provided further that in no event shall the amount allocated to each Class A Preferred Unit be less than the Liquidation Preference in respect of such Class A Preferred Unit), and vii(I) the closing of the purchase and sale occurs shall occur within 180 days after the delivery of the Drag-Along Notice. In the event the Equity Owners in Laramie or any successor to Laramie’s interests (“Laramie Equity Owners”) desire to Transfer all, but not less than all, of their Member Equity Interests in a Transfer for cash not less than two years after the Effective Date to an unaffiliated third party Proposed Purchaser that is contingent on the Transfer of all of the Member Equity Interests held by the Equity Owners in the other Member, the foregoing shall apply, mutatis mutandis, as if such Laramie Equity Owners were the Dragging Member seeking to Transfer Units, and (d) the Equity Owners consideration received in exchange for the other Member were the Dragged Members. Any violation Class A Units consists wholly of the foregoing by an Equity Owner shall be deemed cash, Publically Traded securities or a breach combination of this Agreement by the Member in which such Equity Owner holds Membership Equity Interestscash and Publically Traded securities.

Forced Sale Right. Except as otherwise provided in Section 11.2, if a any Dragging Member desires Members desire to Transfer all, but not less than all, of the Units of the Dragging Member Member(s) in connection with a Transfer for cash not less than two years after the Effective Date to an unaffiliated third party Proposed Purchaser in a transaction where no additional material benefits are received by the Dragging Member Member(s) in connection therewith and that is contingent on the Transfer of all of the Membership Interests held by any Dragged Members, the Dragging Member Member(s) may deliver a notice (a “"Drag-Along Notice”") to the Dragged Members setting forth the Units to be Transferred, the proposed purchase price for such Units and the other material terms of the Transfer to the Proposed Purchaser, and attaching a copy of any agreements or written offers from the Proposed Purchaser setting forth the terms of the Transfer. After the receipt of a Drag-Along Notice, the Dragged Members shall be obligated to Transfer all of its Units to the Proposed Purchaser upon the terms and conditions set forth in the Drag-Along Notice; provided, however, that v) %3. the terms and conditions set forth in the Drag-Along Notice shall apply to the Units to be Transferred by the Dragging MemberMember(s), vi) %3. the purchase price for all Units sold to the Proposed Purchaser shall be allocated among all of the Members selling their Units pro rata in accordance with the number of Units included in the salesale (provided further that in no event shall the amount allocated to each Class A Preferred Unit be less than the Liquidation Preference in respect of such Class A Preferred Unit), and vii) %3. the closing of 44 the purchase and sale occurs shall occur within 180 days after the delivery of the Drag-Along Notice. In the event the Equity Owners in Laramie of Class A Unitholders representing 67% or greater of the outstanding Class A Units, or any successor to Laramie’s interests (“Laramie such Equity Owners”) ' interests, desire to Transfer all, but not less than all, of their Member Equity Interests in a Transfer for cash not less than two years after the Effective Date to an unaffiliated third party Proposed Purchaser that is contingent on the Transfer of all of the Member Equity Interests held by the Equity Owners in the other Member, the foregoing shall apply, mutatis mutandis, as if such Laramie Equity Owners of Class A Unitholders representing 67% or greater of the outstanding Class A Units were the Dragging Member Member(s) seeking to Transfer Units, and the Equity Owners in the other Member were the Dragged Members. Any violation of the foregoing by an Equity Owner shall be deemed a breach of this Agreement by the Member in which such Equity Owner holds Membership Equity Interests.

Forced Sale Right. Except as otherwise provided in Section 11.2(A) With respect to any Approved Investment, if a Dragging Member desires at any time after the earlier to Transfer all, but not less than all, occur of (i) the date such Approved Investment is fully constructed and eighty-five percent (85%) of the Units gross rentable space of such property has been leased to a tenant in accordance with the terms of Section 6.3 hereof and the term of the Dragging Member in connection with a Transfer for cash not less than applicable lease(s) have commenced, and (ii) the date that is two (2) years after the Effective Date to an unaffiliated third party Proposed Purchaser in date a transaction where no additional material benefits are received certificate of occupancy is issued by the Dragging applicable authority for such Approved Investment, either Member (“Initiating Member”) shall have the right to cause the Company to make commercially reasonable efforts to market such Approved Investment (any Approved Investment to be marketed by the Company referred to in connection therewith and that is contingent on this Agreement as an “Offered Property”) for sale to any Person by providing the Transfer other Member (“Non-Initiating Member”) written notice of all of the Membership Interests held by any Dragged Members, the Dragging Member may deliver a notice such election (a “Drag-Along Forced Sale Notice”). Each Forced Sale Notice shall state the proposed terms and conditions of such sale (including the price at which the Company shall seek to sell the Offered Property and such other terms and conditions of such proposed sale as are reasonably required for the Non-Initiating Member to make its election to purchase the Offered Property). The Non-Initiating Member may, in lieu of permitting the Company to proceed to market such Approved Investment, within forty-five (45) days of receipt of the Forced Sale Notice either (x) exercise its right of first offer pursuant to Section 9.12 or (y) make a Buy-Sell Offer to the Dragged Initiating Member in the manner and pursuant to the provisions of Section 9.10 above, except that the Buy-Sell Property shall be the Offered Property. The Members setting shall otherwise be bound by the provisions of Section 9.10 with respect to such Buy-Sell Offer, as if fully set forth herein with respect to such Offered Property. Additionally, if (x) an Approved Investment is approved with eighty-five percent (85%) or more of the building(s) being under lease and (y) one or more leases have terminated so that less than fifty percent (50%) of such building(s) is then under lease, then each Member shall also have the right to deliver a Forced Sale Notice with respect to such Approved Investment at any time after the date six (6) months after a certificate of occupancy is issued by the applicable authority. (B) In the event that the Company receives a bona-fide offer from any Person to purchase such Approved Investment, which offer shall be in writing and shall set forth the Units price and other terms relevant to be Transferredthe sale and purchase of such Approved Investment (each, a “Purchase Offer”), the proposed purchase price for such Units Company shall promptly provide a copy thereof to each of the Members, and the other material terms of Members shall have the Transfer right to approve (or disapprove) the Proposed Purchaser, and attaching a copy of any agreements or written offers from the Proposed Purchaser setting forth Purchase Offer in accordance with the terms of Section 6.3 hereof, and subject to the Transferprovisions of this Section 9.11 and Section 9.12 below. After If the receipt Members approve the terms and conditions of the Purchase Offer pursuant to Section 6.3 hereof, then the Members shall cause the Company to sell such Approved Investment in accordance with the terms and conditions of the Purchase Offer. If a Drag-Along Forced Sale Notice was issued pursuant to Section 9.11(A) and the Purchase Offer is consistent in all material respects with the proposed terms and conditions (including price) specified in such Forced Sale Notice, then the Dragged Members shall be obligated to Transfer all of its Units to the Proposed Purchaser upon the terms and conditions set forth in the Drag-Along Notice; provided, however, that v) the terms and conditions set forth in the Drag-Along Notice shall apply to the Units to be Transferred by the Dragging Member, vi) the purchase price for all Units sold to the Proposed Purchaser shall be allocated among all of approve such Purchase Offer except as the Members selling their Units pro rata in accordance with the number of Units included in the sale, and viishall otherwise mutually agree. (C) the closing of the purchase and sale occurs shall occur within 180 days after the delivery of the Drag-Along Notice. In the event any Approved Investment is sold to a Member pursuant to Section 9.10 above, this Section 9.11 or Section 9.12 below without such Approved Investment being marketed for sale, the Equity Owners in Laramie or any successor Company shall pay to Laramie’s interests the non-purchasing Member at the Closing of such sale a disposition fee equal to one percent (“Laramie Equity Owners”1%) desire to Transfer all, but not less than all, of their Member Equity Interests in a Transfer for cash not less than two years after the Effective Date to an unaffiliated third party Proposed Purchaser that is contingent on the Transfer of all of the Member Equity Interests held by gross purchase price payable to the Equity Owners in the other MemberCompany for such Approved Investment (i.e., the foregoing shall apply, mutatis mutandis, as if such Laramie Equity Owners were the Dragging Member seeking to Transfer Units, and the Equity Owners in the other Member were the Dragged Members. Any violation 1% of the foregoing by an Equity Owner shall be deemed a breach of this Agreement by the Member in which such Equity Owner holds Membership Equity InterestsBuy-Sell Price).