Common use of Mandatory Sale Clause in Contracts

Mandatory Sale. Subject to Section 11.5, the Company may require each holder of Debentures to sell (a "Mandatory Sale") all or subject to paragraph (b) below, a part of the Conversion Shares and Interest Shares such holder would be entitled to receive if such holder converted, as of the Mandatory Sale Date, all of the Debentures owned by such holder on the date such holder receives the notice specified in paragraph (a) below (the "Underlying Shares") provided all of the following terms and conditions are met: (a) The Company shall give a notice of the Mandatory Sale in the manner provided in Section 23 not less than fifteen (15) nor, subject to Section 11.5(a), more than sixty (60) days prior to the date specified in such notice (the "Mandatory Sale Date"). Such notice shall disclose the proposed source of funds for the Mandatory Sale (e.g. private placement, public offering). (b) The Company may only exercise its right to require a Mandatory Sale on one occasion. If less than all of the Underlying Shares are to be subject to the Mandatory Sale, the aggregate sale price (the "Mandatory Sale Price") with respect to such Underlying Shares must be at least $10,000,000. In the event that the Mandatory Sale shall apply to less than all of the Underlying Shares, the Underlying Shares subject to the Mandatory Sale shall be allocated pro rata among the holders of the Debentures based upon the respective principal amounts of the Debentures of such holders outstanding on the date of the Mandatory Sale. (c) The Mandatory Sale may be accomplished by an underwritten public offering of the Underlying Shares or by a private placement of the Underlying Shares, in either case arranged by a nationally recognized investment banking firm reasonably acceptable to the holders of a majority of the Underlying Shares subject to the Mandatory Sale. (d) The Company will indemnify and hold each holder of Debentures harmless with respect to any liability arising out of any misstatement or omission in the registration statement or private placement memorandum and other documents prepared by or on behalf of the Company in connection with the Mandatory Sale transaction (other than information provided by such holder expressly for inclusion therein) and will pay all of the expenses of the Mandatory Sale, including any registration fees, any underwriting discount or placement agent fees, and the reasonable fees of one legal counsel selected by the holders of a majority of the Underlying Shares subject to the Mandatory Sale in connection with the review of such registration statement or private placement memorandum. (e) The underwriters or the private placement purchasers shall pay each holder of Debentures in connection with the Mandatory Sale, the Mandatory Sale Price, in cash, in immediately available funds. The Mandatory Sale Price for each holder of Debentures shall be determined by multiplying the number of Underlying Shares of such holder subject to the Mandatory Sale by the greater of (x) an amount that is at least ninety-five percent (95%) of the average of the daily Closing Prices per share of Common Stock for the twenty (20) Trading Days immediately preceding the Mandatory Sale Date (plus such percentage in excess of ninety-five percent (95%) of such average if paid by the purchasers of the Underlying Shares) or (y) $17.50. In the event that the underwriters or private placement purchasers do not for any reason pay each holder of Debentures the full Mandatory Sale Price to which such holder is entitled, the Company shall pay such holder within one (1) Business Day of the Mandatory Sale Date the positive difference (up to the full amount of the Mandatory Sale Price) between the Mandatory Sales Price to which such holder was entitled and the aggregate amount such holder actually received from the underwriters or the private placement purchasers in connection with the Mandatory Sale.

Mandatory Sale. Subject to Section 11.5, the Company may require each holder of Debentures to sell (a "Mandatory Sale") all or subject to paragraph (b) below, a part of the Conversion Shares and Interest Shares such holder would be entitled to receive if such holder converted, as of the Mandatory Sale Date, all of the Debentures owned by such holder on the date such holder receives the notice specified in paragraph (a) below (the "Underlying Shares") provided all of the following terms and conditions are met: (a) The Company shall give a notice of the Mandatory Sale in the manner provided in Section 23 not less than fifteen (15) nor, subject to Section 11.5(a), more than sixty (60) days prior to the date specified in such notice (the "Mandatory Sale Date"). Such notice shall disclose the proposed source of funds for the Mandatory Sale (e.g. private placement, public offering). (b) The Company may only exercise its right to require a Mandatory Sale on one occasion. If less than all of the Underlying Shares are to be subject to the Mandatory Sale, the aggregate sale price (the "Mandatory Sale Price") with respect to such Underlying Shares must be at least $10,000,000. In the event that the Mandatory Sale shall apply to less than all of the Underlying Shares, the Underlying Shares subject to the Mandatory Sale shall be allocated pro rata among the holders of the Debentures based upon the respective principal amounts of the Debentures of such holders outstanding on the date of the Mandatory Sale. (c) The Mandatory Sale may be accomplished by an underwritten public offering of the Underlying Shares or by a private placement of the Underlying Shares, in either case arranged by a nationally recognized investment banking firm reasonably acceptable to the holders of a majority of the Underlying Shares subject to the Mandatory Sale. (d) The Company will indemnify and hold each holder of Debentures harmless with respect to any liability arising out of any misstatement or omission in the registration statement or private placement memorandum and other documents prepared by or on behalf of the Company in connection with the Mandatory Sale transaction (other than information provided by such holder expressly for inclusion therein) and will pay all of the expenses of the Mandatory Sale, including including, any registration fees, any underwriting discount or placement agent fees, and the reasonable fees of one legal counsel selected by the holders of a majority of the Underlying Shares subject to the Mandatory Sale in connection with the review of such registration statement or private placement memorandum. (e) The underwriters or the private placement purchasers shall pay each holder of Debentures in connection with the Mandatory Sale, the Mandatory Sale Price, in cash, in immediately available funds. The Mandatory Sale Price for each holder of Debentures shall be determined by multiplying the number of Underlying Shares of such holder subject to the Mandatory Sale by the greater of (x) an amount that is at least ninety-five percent (95%) of the average of the daily Closing Prices per share of Common Stock for the twenty (20) Trading Days immediately preceding the Mandatory Sale Date (plus such percentage in excess of ninety-five percent (95%) of such average if paid by the purchasers of the Underlying Shares) or (y) $17.50. In the event that the underwriters or private placement purchasers do not for any reason pay each holder of Debentures the full Mandatory Sale Price to which such holder is entitled, the Company shall pay such holder within one (1) Business Day of the Mandatory Sale Date the positive difference (up to the full amount of the Mandatory Sale Price) between the Mandatory Sales Price to which such holder was entitled and the aggregate amount such holder actually received from the underwriters or the private placement purchasers in connection with the Mandatory Sale.

Mandatory Sale. Subject to Section 11.5the provisions of Sections 12.08, 15.05 and 21.07, this Article and the provisions of Article 14, the Company may Limited Partners comprising the Great Gulf Group have the right to require each holder the sale by the Partners of Debentures all the Partnership Interests to sell (a "Mandatory Sale") all or subject to paragraph (b) below, a part any person who is not an Affiliate of any of the Conversion Shares and Interest Shares such holder would be entitled to receive if such holder converted, as of Partners comprising the Mandatory Sale Date, all of the Debentures owned by such holder on the date such holder receives the notice specified in paragraph (a) below Great Gulf Group (the "Underlying SharesTHIRD PARTY PURCHASER"), which right is exercisable only by the Partners comprising the Great Gulf Group giving a written notice signed by them to the other Partners which requires such a sale and is accompanied by a true and complete copy of any offer or agreement entered into with or delivered by the Third Party Purchaser (the "SALE AGREEMENT"). The Limited Partners comprising the Great Gulf Group will give or cause to be given to the Limited Partners comprising the Allan Group a written summary containing reasonable particulars of xxx material terms of any proposed sale to a Third Party Purchaser (which summary may be in the form of a draft letter of intent or draft Sale Agreement) provided all as soon as reasonably practicable following such material terms being known by the Limited Partners comprising the Great Gulf Group, but in any event prior to the Limited Partners comprising the Great Gulf Group entering into any letter of intent or Sale Agreement (the "TRANSACTION SUMMARY"). If the Limited Partners comprising the Allan Group desire to meet with the Limited Partners comprising thx Xxxat Gulf Group for the purpose of discussing such proposed sale they may cause any member of the following terms and conditions are met: (a) The Company shall Management Committee nominated by them to give written notice requesting such a notice meeting to the members of the Mandatory Sale in Management Committee who are the manner nominees of the Limited Partners comprising the Great Gulf Group, provided in Section 23 that the said notice for such a meeting shall set out the date on which it is to be held and shall be given, if at all, not less than fifteen (15) nor, subject to Section 11.5(a), 5 Business Days and not more than sixty (60) days prior to the date specified in such notice (the "Mandatory Sale Date"). Such notice shall disclose the proposed source of funds for the Mandatory Sale (e.g. private placement10 Business Days, public offering). (b) The Company may only exercise its right to require a Mandatory Sale on one occasion. If less than all of the Underlying Shares are to be subject to the Mandatory Sale, the aggregate sale price (the "Mandatory Sale Price") with respect to such Underlying Shares must be at least $10,000,000. In the event that the Mandatory Sale shall apply to less than all of the Underlying Shares, the Underlying Shares subject to the Mandatory Sale shall be allocated pro rata among the holders of the Debentures based upon the respective principal amounts of the Debentures of such holders outstanding on before the date of the Mandatory Sale. (c) The Mandatory Sale may meeting. Any such meeting will otherwise be accomplished by an underwritten public offering held and conducted as if it were a meeting of the Underlying Shares Management Committee but without any matter being required for its approval or by a private placement resolution, and the provisions of Section 10.03 will otherwise apply thereto, mutatis mutandis. The Limited Partners comprising the Great Gulf Group will cause at least 2 members of the Underlying SharesCommittee nominated by the Great Gulf Group to be present at the said meeting. If the Limited Partners comprising the Allan Group do not cause the said notice of such a meeting to be gxxxx on or before the 5th Business Day following delivery to them of the Transaction Summary or if no member of the Management Committee nominated by the Allan Group is present at the time and place appointed for such mexxxxx, then in either case arranged by a nationally recognized investment banking firm reasonably acceptable the Limited Partners comprising the Allan Group shall be deemed to the holders of a majority of the Underlying Shares subject to the Mandatory Sale. (d) The Company will indemnify have and hold each holder of Debentures harmless do hereby waive their righxx xx any such meeting being held with respect to any liability arising out the proposed sale to which the Transaction Summary relates. The Limited Partners comprising the Allan Group will not be bound to comply with the provisions of any misstatement or omission thix Xxxtion unless: (a) the Limited Partners comprising the Great Gulf Group comply with their obligations contained in the registration statement or private placement memorandum immediately preceding paragraph; and other documents prepared by or on behalf (b) the terms of the Company Sale Agreement apply to them in connection all material respects the same as such terms apply to the Limited Partners comprising the Great Gulf Group. Without limiting the foregoing, the purchase price payable for the Partnership Interests owned by the Limited Partners is to be determined on the same basis for all Limited Partners. Provided the above requirements of this Section 13.01 are fulfilled, the Partners will execute and deliver the Sale Agreement and otherwise diligently proceed in good faith to complete the required sale to the Purchaser in accordance with the Mandatory Sale transaction (other than information provided by such holder expressly for inclusion therein) and will pay all of the expenses of the Mandatory Sale, including any registration fees, any underwriting discount or placement agent fees, and the reasonable fees of one legal counsel selected by the holders of a majority of the Underlying Shares subject to the Mandatory Sale in connection with the review of such registration statement or private placement memorandumprovisions thereof. (e) The underwriters or the private placement purchasers shall pay each holder of Debentures in connection with the Mandatory Sale, the Mandatory Sale Price, in cash, in immediately available funds. The Mandatory Sale Price for each holder of Debentures shall be determined by multiplying the number of Underlying Shares of such holder subject to the Mandatory Sale by the greater of (x) an amount that is at least ninety-five percent (95%) of the average of the daily Closing Prices per share of Common Stock for the twenty (20) Trading Days immediately preceding the Mandatory Sale Date (plus such percentage in excess of ninety-five percent (95%) of such average if paid by the purchasers of the Underlying Shares) or (y) $17.50. In the event that the underwriters or private placement purchasers do not for any reason pay each holder of Debentures the full Mandatory Sale Price to which such holder is entitled, the Company shall pay such holder within one (1) Business Day of the Mandatory Sale Date the positive difference (up to the full amount of the Mandatory Sale Price) between the Mandatory Sales Price to which such holder was entitled and the aggregate amount such holder actually received from the underwriters or the private placement purchasers in connection with the Mandatory Sale.

Mandatory Sale. Subject a. Notwithstanding anything to the contrary in Section 11.53(a)(i) of the June 8, 2018 side letter, the Company may require each holder number of Debentures Common Shares underlying the Performance RSUs that must be sold in the event of a Qualifying Disposition during the Mandatory Sale Period shall be a number of Common Shares equal to sell the product of (a "Mandatory Sale"i) all or subject to paragraph (b) below, a part the sum of the Conversion number of Common Shares and Interest Shares such holder would be entitled to receive if such holder convertedthat have, as of the date of the Qualifying Disposition (A) been delivered to Executive pursuant to the settlement thereof and remain outstanding or (B) vested and settled or that will be settled and delivered to Executive as a result of, or in connection with, such Qualifying Disposition, and (ii) the Sale Fraction. b. Section 3(b) of the June 8, 2018 side letter is hereby deleted replaced in its entirety by the terms of this Section 2(b). During the Mandatory Sale DatePeriod, all the provisions of Section 4(a), Section 4(b) and the last sentence of Section 3(a)(iii) of the Debentures owned Stockholders’ Agreement shall not apply with respect to the Shares received by such holder on Executive pursuant to the Performance RSUs, the Deal RSUs, the Options and the 2015 RSUs. The Stockholders’ Agreement shall otherwise continue in full force and effect in accordance with its terms; provided, that with respect to any Common Shares that are delivered pursuant to the Performance RSUs, the Deal RSUs, the Options and the 2015 RSUs, (i) Section 3(b)(i) and (iii) of the Stockholders’ Agreement shall cease to apply from and after the date such holder receives hereof, and (ii) so long as the notice specified in paragraph (a) below (Company remains publicly traded on a nationally recognized exchange, following the "Underlying Shares") provided all Mandatory Sale Period, the Stockholders’ Agreement shall cease to apply; provided, further, that, subject to Executive’s compliance with any retention, ownership or similar policy of the Company, following terms the Lock-Up Period (as defined in the Stockholders’ Agreement) and conditions are met: (aotherwise notwithstanding anything to the contrary in Section 3(a) The Company shall give a notice of the Stockholders’ Agreement, in each calendar quarter of the Mandatory Sale Period Executive will be permitted to sell a number of Common Shares received in settlement of the Performance RSUs, Deal RSUs, the Options and the 0000 XXXx equal to up to 5% of the highest number of such Common Shares (i) held by Executive plus (ii) the number of Common Shares underlying vested Options, in each case at any time in such quarter, reduced, but not below zero, by all Common Shares sold by Executive pursuant to the provisions of Section 3(a) of the June 8, 2018 Side Letter in the manner provided in immediately preceding calendar quarter. Section 23 not less than fifteen (15) nor1.1 of the Amended and Restated Employment Agreement, subject to Section 11.5(a)dated as of June 8, more than sixty (60) days prior to 2018, by and among the date specified in such notice Parties (the "Mandatory Sale Date"“Employment Agreement”). Such notice shall disclose the proposed source of funds for the Mandatory Sale (e.g. private placement, public offering). (b) The Company may only exercise its right to require a Mandatory Sale on one occasion. If less than all of the Underlying Shares are to be subject to the Mandatory Sale, the aggregate sale price (the "Mandatory Sale Price") with respect to such Underlying Shares must be at least $10,000,000. In the event that the Mandatory Sale shall apply to less than all of the Underlying Shares, the Underlying Shares subject to the Mandatory Sale shall be allocated pro rata among the holders of the Debentures based upon the respective principal amounts of the Debentures of such holders outstanding on the date of the Mandatory Sale. (c) The Mandatory Sale may be accomplished by an underwritten public offering of the Underlying Shares or by a private placement of the Underlying Shares, in either case arranged by a nationally recognized investment banking firm reasonably acceptable to the holders of a majority of the Underlying Shares subject to the Mandatory Sale. (d) The Company will indemnify and hold each holder of Debentures harmless with respect to any liability arising out of any misstatement or omission in the registration statement or private placement memorandum and other documents prepared by or on behalf of the Company in connection with the Mandatory Sale transaction (other than information provided by such holder expressly for inclusion therein) and will pay all of the expenses of the Mandatory Sale, including any registration fees, any underwriting discount or placement agent fees, and the reasonable fees definition of one legal counsel selected by the holders of a majority of the Underlying Shares subject Term therein is hereby amended to the Mandatory Sale in connection replace December 31, 2020 with the review of such registration statement or private placement memorandumDecember 31, 2021. (e) The underwriters or the private placement purchasers shall pay each holder of Debentures in connection with the Mandatory Sale, the Mandatory Sale Price, in cash, in immediately available funds. The Mandatory Sale Price for each holder of Debentures shall be determined by multiplying the number of Underlying Shares of such holder subject to the Mandatory Sale by the greater of (x) an amount that is at least ninety-five percent (95%) of the average of the daily Closing Prices per share of Common Stock for the twenty (20) Trading Days immediately preceding the Mandatory Sale Date (plus such percentage in excess of ninety-five percent (95%) of such average if paid by the purchasers of the Underlying Shares) or (y) $17.50. In the event that the underwriters or private placement purchasers do not for any reason pay each holder of Debentures the full Mandatory Sale Price to which such holder is entitled, the Company shall pay such holder within one (1) Business Day of the Mandatory Sale Date the positive difference (up to the full amount of the Mandatory Sale Price) between the Mandatory Sales Price to which such holder was entitled and the aggregate amount such holder actually received from the underwriters or the private placement purchasers in connection with the Mandatory Sale.

Mandatory Sale. Subject Events (a) If, during any of the three successive 12-month periods commencing on the Lockup Expiration Date, Artal proposes to Transfer, in the aggregate (other than Excluded Artal Transfers, Transfers pursuant to Section 11.54.3 or 4.4 or Transfers pursuant to registered, underwritten offerings under Article V), a number of Artal Shares that is greater than the Company may require Artal Basket, then Bermore shall mandatorily participate in any additional Transfers in excess of the Artal Basket by Artal (other than Excluded Artal Transfers, Transfers pursuant to Section 4.3 or 4.4 or Transfers pursuant to registered, underwritten offerings under Article V) which are consummated during the remainder of such 12-month period, on the same terms and conditions as Artal with respect to a number of Bermore Shares determined as set forth below (each holder of Debentures to sell (such Transfer a "Mandatory SaleSale Event") all or subject to paragraph (b) below, a part and the aggregate number of the Conversion Artal Shares and Interest Bermore Shares proposed to be Transferred pursuant to such holder would be entitled to receive if such holder converted, as of the Mandatory Sale DateEvent, all of the Debentures owned by such holder on the date such holder receives the notice specified in paragraph (a) below (the "Underlying Mandatory Sale Shares"). As promptly as practicable after Artal has (i) provided all of with respect to a negotiated Transfer to a third party, agreed to Transfer the following terms and conditions are met: (a) The Company shall give a notice of the applicable Mandatory Sale Shares to such third party, or (ii) with respect to an open market sale, decided it intends to Transfer the applicable Mandatory Sale Shares, but in the manner provided each case in Section 23 not no event less than fifteen (15) nor, subject to Section 11.5(a), more than sixty (60) two business days prior to the date specified in consummation of such notice (the "Mandatory Sale Date"). Such Event, Artal shall deliver a written notice shall disclose to Bermore via facsimile, specifying in reasonable detail the proposed source type and number of funds for the Mandatory Sale Shares, the identity of the prospective transferee(s) (e.g. private placementor, public offeringif applicable, that the Transfer will be an open market transaction). , the terms and conditions of the Transfer (bincluding without limitation, the price (or the method of determining the price) The Company may only exercise its right to require a be paid for each Mandatory Sale on one occasion. If less than all of the Underlying Shares are to be subject to the Mandatory SaleShare and, the aggregate sale price (the "Mandatory Sale Price") with respect to such Underlying Shares must be at least $10,000,000. In in the event that the Mandatory Sale shall apply consideration to less than all of the Underlying Shares, the Underlying Shares subject to the Mandatory Sale shall be allocated pro rata among the holders of the Debentures based upon the respective principal amounts of the Debentures of such holders outstanding on the date of the Mandatory Sale. (c) The Mandatory Sale may be accomplished received by an underwritten public offering of the Underlying Shares or by a private placement of the Underlying Shares, in either case arranged by a nationally recognized investment banking firm reasonably acceptable to the holders of a majority of the Underlying Shares subject to the Mandatory Sale. (d) The Company will indemnify and hold each holder of Debentures harmless with respect to any liability arising out of any misstatement or omission in the registration statement or private placement memorandum and other documents prepared by or on behalf of the Company Artal in connection with the such Mandatory Sale transaction (other than information provided by Event includes non-cash consideration, Artal's good faith reasonable estimate of the cash value of such holder expressly for inclusion thereinnon-cash consideration) and will pay all of information reasonably required to make the expenses of the Mandatory Sale, including any registration fees, any underwriting discount or placement agent fees, and the reasonable fees of one legal counsel selected by the holders of a majority of the Underlying Shares subject calculations set forth in this Section 4.5(a). Bermore shall be required to the Mandatory Sale sell in connection with any Mandatory Sale Event, at the review same price (treating debt of Artal actually assumed by the proposed transferee as a cash payment to Artal, equal to the amount assumed) and on the same terms and conditions as Artal (provided that such registration statement or private placement memorandum. (e) The underwriters or the private placement purchasers shall pay each holder conditions are capable of Debentures in connection with the Mandatory Salebeing fulfilled by Bermore), the Mandatory Sale Price, in cash, in immediately available funds. The Mandatory Sale Price for each holder lesser of Debentures shall be determined by multiplying (i) the number of Underlying Remaining Bermore Shares owned by Bermore at the time of such holder subject Mandatory Sale Event and (ii) a number of Bermore Shares equal to the product of (A) the number of Mandatory Sale by the greater of Shares and (B) a fraction, (x) an amount that the numerator of which is at least ninety-five percent number of Remaining Bermore Shares and (95%y) the denominator of which is the sum of the average number of Remaining Bermore Shares and the daily Closing Prices per share number of Remaining Artal Shares; provided that the number of Bermore Shares which Bermore is required to sell pursuant to this Section 4.5(a) shall not in any event include any shares of Common Stock for other than Remaining Bermore Shares. It is expressly understood by the twenty parties hereto that if Bermore is required to Transfer Bermore Shares pursuant to this Section 4.5, Bermore must Transfer the requisite number of shares of Common Stock (20and not Common Stock Equivalents) Trading Days immediately preceding the and, if necessary, it must exercise, convert or exchange such Common Stock Equivalents in order to Transfer such underlying shares of Common Stock. If Bermore is required to participate in such Mandatory Sale Date (plus such percentage in excess of ninety-five percent (95%) of such average if paid by the purchasers Event, it shall be obligated to pay its pro rata portion of the Underlying Shares) or (y) $17.50. In the event that the underwriters or private placement purchasers do not for any reason pay each holder of Debentures the full Mandatory Sale Price to which such holder is entitled, the Company shall pay such holder within one (1) Business Day of the Mandatory Sale Date the positive difference (up to the full amount of the Mandatory Sale Price) between the Mandatory Sales Price to which such holder was entitled and the aggregate amount such holder actually received from the underwriters or the private placement purchasers in connection with the Mandatory Saletransaction costs associated therewith.

Mandatory Sale. Subject If a Significant Event of Default shall occur, but in all cases subject to Section 11.510.5(d), the Company may require each holder of Debentures to sell (following procedures shall be applicable and shall constitute a "Mandatory Sale") all or subject to paragraph (b) below, a part of the Conversion Shares and Interest Shares such holder would be entitled to receive if such holder converted, as of the Mandatory Sale Date, all of the Debentures owned by such holder on the date such holder receives the notice specified in paragraph (a) below (the "Underlying Shares") provided all of the following terms and conditions are met: (a) The Company shall give Following the occurrence of a notice Significant Event of the Mandatory Sale in the manner provided in Section 23 Default that is continuing and has not less than fifteen been cured within sixty (1560) nor, subject to Section 11.5(aDays of a Significant Event of Default (a “Matured Significant Event of Default”), more than the City may, on written notice to Owner delivered within sixty (60) days following the expiration of the sixty (60) Day cure period following the Significant Event of Default becoming a Matured Significant Event of Default (the “Mandatory Sale Notice”), institute the procedures set forth in this Section 11.3; provided however; (i) if the City fails to deliver such Mandatory Sale Notice to Owner within such sixty (60) day period, the City shall be deemed to have waived the Mandatory Sale remedy with respect to that Matured Significant Event of Default, and (ii) notwithstanding the expiration of the applicable cure period, if Owner shall have cured the Matured Event of Default prior to the date specified in delivery of such notice (the "Mandatory Sale Date"). Such notice shall disclose Notice, the proposed source remedy of funds for the Mandatory Sale (e.g. private placement, public offering)shall not be available with respect to that Matured Significant Event of Default. (b) The Company may only exercise its right Following receipt of a timely Mandatory Sale Notice, Owner shall commence good faith efforts to require dispose of the Project in a manner consistent with this Agreement. In effecting any such disposition, Owner (or any agent or conservator) shall be entitled to seek to maximize Owner’s own economic return, subject to consultation with the City. During the period in which Owner is endeavoring to effect the disposition of the Project in a Mandatory Sale on one occasion. If less than all of the Underlying Shares are to be subject to the Mandatory Sale, the aggregate sale price (the "Mandatory “Sale Price"Period”), Owner shall (if legally permitted to do so) continue to operate the Project pursuant to and in accordance with respect to such Underlying Shares must be at least $10,000,000. In the event that the Mandatory Sale shall apply to less than all of the Underlying Shares, the Underlying Shares subject to the Mandatory Sale shall be allocated pro rata among the holders of the Debentures based upon the respective principal amounts of the Debentures of such holders outstanding on the date of the Mandatory Salethis Agreement. (c) The Project may be operated during the Sale Period by a conservator qualified under the Act on the occurrence and for the duration of any of the following events: (i) Owner's Casino License is suspended or revoked by a final, non-appealable order or Owner fails to renew its Casino License; (ii) at the election of City upon written notice to Owner, if the disposition of the Project has not been completed within two (2) years following delivery of a timely Mandatory Sale may be accomplished by an underwritten public offering Notice; (iii) at the election of City upon written notice to Owner, upon the Underlying Shares or by a private placement of the Underlying Shares, in either case arranged by a nationally recognized investment banking firm reasonably acceptable to the holders occurrence of a majority further Matured Significant Event of Default other than the Underlying Shares subject original Matured Significant Event of Default giving rise to the Mandatory SaleSale Notice. (d) The Company will indemnify and hold each holder of Debentures harmless with respect Prior to any liability arising out of any misstatement or omission in the registration statement or private placement memorandum and other documents prepared by or on behalf completion of the Company disposition of the Project pursuant to a Mandatory Sale, Owner and City may mutually agree to terminate the disposition process, in connection with which event the Mandatory Sale transaction (other than information provided by such holder expressly for inclusion therein) and will pay all of the expenses of the Mandatory Sale, including any registration fees, any underwriting discount or placement agent fees, and the reasonable fees of one legal counsel selected by the holders of a majority of the Underlying Shares subject to the Mandatory Sale in connection with the review of such registration statement or private placement memorandum. (e) The underwriters or the private placement purchasers shall pay each holder of Debentures in connection with the Mandatory Sale, the Mandatory Sale Price, in cash, in immediately available funds. The Mandatory Sale Price for each holder of Debentures Notice shall be determined by multiplying the number deemed to have been withdrawn and to be of Underlying Shares of such holder subject to the Mandatory Sale by the greater of (x) an amount that is at least ninety-five percent (95%) of the average of the daily Closing Prices per share of Common Stock for the twenty (20) Trading Days immediately preceding the Mandatory Sale Date (plus such percentage in excess of ninety-five percent (95%) of such average if paid by the purchasers of the Underlying Shares) no force or (y) $17.50. In the event that the underwriters or private placement purchasers do not for any reason pay each holder of Debentures the full Mandatory Sale Price to which such holder is entitled, the Company shall pay such holder within one (1) Business Day of the Mandatory Sale Date the positive difference (up to the full amount of the Mandatory Sale Price) between the Mandatory Sales Price to which such holder was entitled and the aggregate amount such holder actually received from the underwriters or the private placement purchasers in connection with the Mandatory Saleeffect.

Mandatory Sale. Subject to Section 11.5the provisions of Sections 12.08,15.05 and 21.07, this Article and the provisions of Article 14, the Company may Limited Partners comprising the Great Gulf Group have the right to require each holder the sale by the Partners of Debentures all the Partnership Interests to sell (a "Mandatory Sale") all or subject to paragraph (b) below, a part any person who is not an Affiliate of any of the Conversion Shares and Interest Shares such holder would be entitled to receive if such holder converted, as of Partners comprising the Mandatory Sale Date, all of the Debentures owned by such holder on the date such holder receives the notice specified in paragraph (a) below Great Gulf Group (the "Underlying SharesTHIRD PARTY PURCHASER"), which right is exercisable only by the Partners comprising the Great Gulf Group giving a written notice signed by them to the other Partners which requires such a sale and is accompanied by a true and complete copy of any offer or agreement entered into with or delivered by the Third Party Purchaser (the "SALE AGREEMENT"). The Limited Partners comprising the Great Gulf Group will give or cause to be given to the Limited Partners comprising the Allan Group a written summary containing reasonable particulars of xxx xaterial terms of any proposed sale to a Third Party Purchaser (which summary may be in the form of a draft letter of intent or draft Sale Agreement) provided all as soon as reasonably practicable following such material terms being known by the Limited Partners comprising the Great Gulf Group, but in any event prior to the Limited Partners comprising the Great Gulf Group entering into any letter of intent or Sale Agreement (the "TRANSACTION SUMMARY"). If the Limited Partners comprising the Allan Group desire to meet with the Limited Partners comprising the Xxxxt Gulf Group for the purpose of discussing such proposed sale they may cause any member of the following terms and conditions are met: (a) The Company shall Management Committee nominated by them to give written notice requesting such a notice meeting to the members of the Mandatory Sale in Management Committee who are the manner nominees of the Limited Partners comprising the Great Gulf Group, provided in Section 23 that the said notice for such a meeting shall set out the date on which it is to be held and shall be given, if at all, not less than fifteen (15) nor, subject to Section 11.5(a), 5 Business Days and not more than sixty (60) days prior to the date specified in such notice (the "Mandatory Sale Date"). Such notice shall disclose the proposed source of funds for the Mandatory Sale (e.g. private placement10 Business Days, public offering). (b) The Company may only exercise its right to require a Mandatory Sale on one occasion. If less than all of the Underlying Shares are to be subject to the Mandatory Sale, the aggregate sale price (the "Mandatory Sale Price") with respect to such Underlying Shares must be at least $10,000,000. In the event that the Mandatory Sale shall apply to less than all of the Underlying Shares, the Underlying Shares subject to the Mandatory Sale shall be allocated pro rata among the holders of the Debentures based upon the respective principal amounts of the Debentures of such holders outstanding on before the date of the Mandatory Sale. (c) The Mandatory Sale may meeting. Any such meeting will otherwise be accomplished by an underwritten public offering held and conducted as if it were a meeting of the Underlying Shares Management Committee but without any matter being required for its approval or by a private placement resolution, and the provisions of Section 10.03 will otherwise apply thereto, mutatis mutandis. The Limited Partners comprising the Great Gulf Group will cause at least 2 members of the Underlying SharesCommittee nominated by the Great Gulf Group to be present at the said meeting. If the Limited Partners comprising the Allan Group do not cause the said notice of such a meeting to be gixxx xn or before the 5th Business Day following delivery to them of the Transaction Summary or if no member of the Management Committee nominated by the Allan Group is present at the time and place appointed for such meexxxx, then in either case arranged by a nationally recognized investment banking firm reasonably acceptable the Limited Partners comprising the Allan Group shall be deemed to the holders of a majority of the Underlying Shares subject to the Mandatory Sale. (d) The Company will indemnify have and hold each holder of Debentures harmless do hereby waive their rightx xx any such meeting being held with respect to any liability arising out the proposed sale to which the Transaction Summary relates. The Limited Partners comprising the Allan Group will not be bound to comply with the provisions of any misstatement or omission this Xxxxion unless: (a) the Limited Partners comprising the Great Gulf Group comply with their obligations contained in the registration statement or private placement memorandum immediately preceding paragraph; and other documents prepared by or on behalf (b) the terms of the Company Sale Agreement apply to them in connection all material respects the same as such terms apply to the Limited Partners comprising the Great Gulf Group. Without limiting the foregoing, the purchase price payable for the Partnership interests owned by the Limited Partners is to be determined on the same basis for all Limited Partners. Provided the above requirements of this Section 13.01 are fulfilled, the Partners will execute and deliver the Sale Agreement and otherwise diligently proceed in good faith to complete the required sale to the Purchaser in accordance with the Mandatory Sale transaction (other than information provided by such holder expressly for inclusion therein) and will pay all of the expenses of the Mandatory Sale, including any registration fees, any underwriting discount or placement agent fees, and the reasonable fees of one legal counsel selected by the holders of a majority of the Underlying Shares subject to the Mandatory Sale in connection with the review of such registration statement or private placement memorandumprovisions thereof. (e) The underwriters or the private placement purchasers shall pay each holder of Debentures in connection with the Mandatory Sale, the Mandatory Sale Price, in cash, in immediately available funds. The Mandatory Sale Price for each holder of Debentures shall be determined by multiplying the number of Underlying Shares of such holder subject to the Mandatory Sale by the greater of (x) an amount that is at least ninety-five percent (95%) of the average of the daily Closing Prices per share of Common Stock for the twenty (20) Trading Days immediately preceding the Mandatory Sale Date (plus such percentage in excess of ninety-five percent (95%) of such average if paid by the purchasers of the Underlying Shares) or (y) $17.50. In the event that the underwriters or private placement purchasers do not for any reason pay each holder of Debentures the full Mandatory Sale Price to which such holder is entitled, the Company shall pay such holder within one (1) Business Day of the Mandatory Sale Date the positive difference (up to the full amount of the Mandatory Sale Price) between the Mandatory Sales Price to which such holder was entitled and the aggregate amount such holder actually received from the underwriters or the private placement purchasers in connection with the Mandatory Sale.