Common use of Negotiated Purchases Clause in Contracts

Negotiated Purchases. (i) In the event that a person or group (the "Buyer") acquires any Voting Stock or rights to acquire Voting Stock (including the right to convert or exchange a debt or equity security into Voting Stock from the Company in a Negotiated Purchase (as defined in Section 10.1 below) (the "Negotiated Purchase Shares"), the Company shall notify Purchaser in writing before entering into an agreement to sell Negotiated Purchase Shares. Purchaser shall notify the Company by written notice ("Purchaser's Notice") within thirty (30) calendar days after receipt of the Company's Notice as to whether Purchaser desires to acquire additional shares of Voting Stock to maintain its percentage ownership at the Maintenance Percentage and, whether Purchaser desires to acquire such additional shares from the Company or from sources other than the Company. (ii) If Purchaser notifies the Company within such thirty-day period that Purchaser desires to purchase additional shares directly from the Company then Purchaser shall have the option to purchase from the Company such number of shares of the same Voting Stock (or rights to acquire Voting Stock) as will cause Purchaser's percentage interest in the Total Voting Power of the Company to be maintained at the Maintenance Percentage. (iii) In the event Purchaser does not exercise its option to purchase additional shares of Voting Stock (or rights to acquire Voting Stock) from the Company pursuant to this Section 8.2(a) within the thirty-day period described above, then the transaction shall be deemed an issuance of Further Stock under Section 8.2(c) and Purchaser shall have the rights and be subject to such Section 8.2(c). Notwithstanding the foregoing, if Purchaser does not elect to participate in the Negotiated Purchase within such option period, then Purchaser shall no longer have the right to acquire additional shares from the Company in connection with the Negotiated Purchase to which the notice referred, but shall retain the right to acquire additional shares from sources other than the Company in accordance with Section 8.2(c).

Negotiated Purchases. (i) In the event that a person or group (the "Buyer") acquires wishes to acquire any Voting Stock or rights pursuant to acquire Voting Stock (including the right to convert or exchange a debt or equity security into Voting Stock from the Company in a Negotiated Purchase (as defined in Section 10.1 below10.1) (the "Negotiated Purchase Shares"), the Company shall notify Purchaser in writing (the "Company Notice") before entering into an agreement to sell Negotiated Purchase Shares. Purchaser shall notify the Company by written notice ("Purchaser's Notice") within thirty (30) calendar days after receipt of the Company's Notice (the "Reply Period") as to whether Purchaser desires to acquire additional shares of Voting Stock from the Company to maintain its percentage ownership at the Maintenance Percentage and, whether Purchaser desires to acquire such additional shares from the Company or from sources other than the CompanyPercentage. (ii) If Purchaser notifies the Company within such thirty-day period the Reply Period that Purchaser desires to purchase additional shares directly from the Company Company, then Purchaser shall have the option to purchase from the Company such number of shares of the same 15 Voting Stock (or rights to acquire Voting Stock) as will cause Purchaser's percentage interest in the Total Voting Power of the Company to be maintained at the Maintenance Percentage. (iii) In the event Purchaser does not exercise its option to purchase additional shares of Voting Stock (or rights to acquire Voting Stock) from the Company pursuant to this Section 8.2(a) within the thirty-day period described above, then the transaction shall be deemed an issuance of Further Stock under Section 8.2(c) and Purchaser shall have the rights and be subject to such Section 8.2(c). Notwithstanding the foregoing, if If Purchaser does not elect to participate in the Negotiated Purchase within such option periodthe Reply Period, then Purchaser shall no longer have the right to acquire additional shares from the Company in connection with the Negotiated Purchase to which the notice referred, but shall retain the right to acquire additional shares from sources other than the Company in accordance with Section 8.2(c).

Negotiated Purchases. (i) In Without the event that consent of Riverdale, the Company may make a person or group Negotiated Purchase provided each of the following conditions are met: (1) the "Buyer") acquires any Voting Stock or rights to acquire Voting Stock (including the right to convert or exchange a debt or equity security into Voting Stock from number of Units purchased by the Company in a the Negotiated Purchase, together with all other Units purchased by the Company in prior Negotiated Purchases, does not exceed 10% of the total number of Units purchased by the Company pursuant to the Offer and any subsequent Tender Offer for Units by the Company; and (2) the price per Unit paid by the Company in the Negotiated Purchase (as defined in Section 10.1 below) (the "Negotiated Purchase Shares"), the Company shall notify Purchaser in writing before entering into an agreement to sell Negotiated Purchase Shares. Purchaser shall notify the Company by written notice ("Purchaser's Notice") within thirty (30) calendar days after receipt does not exceed 72.5% of the Company's Notice as to whether Purchaser desires to acquire additional shares of Voting Stock to maintain its percentage ownership at the Maintenance Percentage and, whether Purchaser desires to acquire such additional shares from the Company or from sources other than the CompanyNet Asset Value. (ii) If Purchaser notifies The Company may make a Negotiated Purchase that does not satisfy the Company within criteria set forth in clauses (1) and (2) of (i) above if Riverdale consents to such thirty-day period that Purchaser desires to purchase additional shares directly from the Company then Purchaser shall have the option to purchase from the Company such number of shares of the same Voting Stock (or rights to acquire Voting Stock) as will cause Purchaser's percentage interest in the Total Voting Power of the Company to be maintained at the Maintenance PercentageNegotiated Purchase. (iii) In If Riverdale provides an Unrestricted Purchase Notice to the event Purchaser Company and the Manager does not exercise its option consent to purchase additional shares the proposed Negotiated Purchase that is the subject of Voting Stock (or rights the Unrestricted Purchase Notice within three days of the date the Unrestricted Purchase Notice is received, then the Riverdale Members shall be permitted to acquire Voting Stock) from make a Qualified Purchase. The Company shall take all action reasonably necessary to ensure that any distribution received by the Company in respect of any Units registered in the record name of the Company pursuant to this Section 8.2(a3(b)(iii) is received by the Riverdale Members for whom the Company is the nominee with respect to such Units as promptly as practicable after receipt thereof by the Company. (iv) If Riverdale provides a Restricted Purchase Notice to Insignia and Insignia does not consent in writing to the proposed Negotiated Purchase by the Company that is the subject of the Restricted Purchase Notice within three days of the thirty-day period described abovedate the Purchase Notice is received, then the transaction Riverdale Members shall be deemed an issuance of Further Stock under Section 8.2(c) and Purchaser permitted to make a Qualified Purchase. The Company shall have the rights and be subject take all action reasonably necessary to such Section 8.2(c). Notwithstanding the foregoing, if Purchaser does not elect to participate in the Negotiated Purchase within such option period, then Purchaser shall no longer have the right to acquire additional shares from ensure that any distribution received by the Company in connection respect of any Units registered in the record name of the Company pursuant to this Section 3(b)(iv) is received by the Riverdale Member or Riverdale Members for whom the Company is the nominee with respect to such Units as promptly as practicable after receipt thereof by the Company. (v) If Insignia provides a Restricted Purchase Notice to Riverdale and Riverdale does not consent in writing to the proposed Negotiated Purchase by the Company that is the subject of the Restricted Purchase Notice within three days of the date the Purchase Notice is received, then the Insignia Members shall be permitted to which the notice referred, but make a Qualified Purchase. The Company shall retain the right take all action reasonably necessary to acquire additional shares from sources other than ensure that any distribution received by the Company in accordance respect of any Units registered in the record name of the Company pursuant to this Section 3(b)(v) is received by the Insignia Member or Insignia Members for whom the Company is the nominee with Section 8.2(c)respect to such Units as promptly as practicable after receipt thereof by the Company.