Common use of Offer Procedures Clause in Contracts

Offer Procedures. The Company shall make an Offer by delivering to each holder of Registrable Securities at least 30 Business Days' prior written notice of the proposed Restricted Holder Sale. Such notice will identify the class and number of LLC Units (the "Offered Securities"), the proposed date of issuance and the price and other terms of the issuance. Such notice will also include an offer to sell to each such holder that number of the Offered Securities such that such holder would have the opportunity to hold the same percentage of LLC Units (on a partially diluted basis taking into account only such options to purchase LLC Units as are then exercisable) after giving effect to the Restricted Holder Sale, as such holder held immediately prior thereto (such holder's "Proportionate Share"), at the same price and on the same other terms as are proposed for such Restricted Holder Sale, which offer by its terms shall remain open for a period of 15 Business Days from the date of receipt of such notice, provided that in the event that the Offered Securities are Non-Voting LLC Units, any holder not required by law to hold non-voting securities of the Company may purchase such holder's Proportionate Share in shares of Voting LLC Units. Each such holder shall give notice to the Company of such holder's intention to accept an Offer prior to the end of the 15-Business Day period of such Offer, setting forth such portion of the Offered Securities which such holder elects to purchase. If any holder fails to subscribe in full for such holder's Proportionate Share of the Offered Securities, the other subscribing holders shall be entitled to purchase such Offered Securities as are not subscribed for by such holder in such proportion of the Offered Securities as they shall have theretofore agreed to purchase until there are no unmet demands of subscribing holders or all Offered Securities shall have been subscribed for. The Company shall notify each holder five (5) Business Days following the expiration of the 15-Business Day period described above of the amount of Offered Securities which each such holder may purchase pursuant to the foregoing sentence, and each such holder shall then have 10 Business Days from the delivery of such notice to indicate such additional amount, if any, that such holder wishes to purchase. Upon the closing of the Restricted Holder Sale as to which the Company has given notice, such holder shall purchase from the Company, and the Company shall sell to such holders, the Offered Securities subscribed for by such holders on the terms specified in the Offer, which shall be the same terms at which all other Persons acquire such securities in connection with such sale or issuance. In the event that 69 76 such holders do not subscribe for all of the Offered Securities, the Company shall have 30 Business Days from the end of the foregoing 15-Business Day or 30-Business Day period, whichever is applicable, to sell all or any part of such Offered Securities as to which such holders have not accepted an Offer to any other Persons, in all material respects on terms and conditions that are no more favorable to such other Persons or less favorable to the Company than those set forth in the Offer. Any Offered Securities not purchased by such holders or other Persons in accordance with this Section 13.5 may not be sold or otherwise disposed of by the Company until they are again offered to such holders under the procedures specified in this Section 13.5.

Offer Procedures. The Company shall make an Offer by delivering ---------------- to each holder of Registrable Securities at least 30 Business Daysbusiness days' prior written notice of the proposed Restricted Holder C&D Sale. Such notice will identify the class and number of LLC Units shares or amount of securities to be issued (the "Offered Securities"), the proposed date of issuance and the price and other terms of the issuance. Such notice will also include an offer to sell to each such holder that number of the Offered Securities such that such holder would have the opportunity to hold the same percentage of LLC Units shares of the Company's capital stock (on a partially fully diluted basis taking into account only such options to purchase LLC Units as are then exercisablebasis) after giving effect to the Restricted Holder C&D Sale, as such holder held had immediately prior thereto (such holder's "Proportionate Share"), at the same price and on the same other terms as are proposed for such Restricted Holder C&D Sale, which offer by its terms shall remain open for a period of 15 Business Days business days from the date of receipt of such notice, provided that in the event that the Offered Securities are Non-Voting LLC Units, any holder not required by law to hold non-voting securities of the Company may purchase such holder's Proportionate Share in shares of Voting LLC Units. Each such holder shall give notice to the Company of such holder's its intention to accept an Offer prior to the end of the 15-Business Day business day period of such Offer, setting forth such portion of the Offered Securities which such holder elects to purchase. If any holder fails to subscribe in full for such holder's its Proportionate Share of the Offered Securities, the other subscribing holders shall be entitled to purchase such Offered Securities as are not subscribed for by such holder in such proportion of the Offered Securities as they shall have theretofore agreed to purchase until there are no unmet demands of subscribing holders or all Offered Securities shall have been subscribed for. The Company shall notify each holder five (5) Business Days business days following the expiration of the 15-Business Day business day period described above of the amount of Offered Securities which each such holder may purchase pursuant to the foregoing sentence, and each such holder shall then have 10 Business Days business days from the delivery of such notice to indicate such additional amount, if any, that such holder wishes to purchase. Upon the closing of the Restricted Holder C&D Sale as to which the Company has given notice, such holder shall purchase from the Company, and the Company shall sell to such holders, the Offered Securities subscribed for by such holders on the terms specified in the Offer, which shall be the same terms at which all other Persons persons or entities acquire such securities securi ties in connection with such sale or issuance. In the event that 69 76 such holders do not subscribe for all of the Offered Securities, the Company shall have 30 Business Days business days from the end of the foregoing 15-Business Day business day or 30-Business Day business day period, whichever is applicable, to sell all or any part of such Offered Securities as to which such holders have not accepted an Offer to any other Personspersons or entities, in all material respects on terms and conditions that are no more favorable to such other Persons persons or entities or less favorable to the Company than those set forth in the Offer. Any Offered Securities not purchased by such holders or other Persons persons or entities in accordance with this Section 13.5 5 may not be sold or otherwise disposed of by the Company until they are again offered to such holders under the procedures specified in this Section 13.55. Holders of Registrable Securities shall only be eligible to acquire shares of the Company's Common Stock pursuant to Section 5.1 with respect to shares of Class A Common Stock or shares of Class B Common Stock held immediately prior to delivery of notice of its intention to accept an Offer.

Offer Procedures. The Company shall make an Offer by delivering to each holder of Registrable Securities at least 30 Business Days' prior written notice of the proposed Restricted Holder CD&R Sale. Such notice will identify the class and number of LLC Units shares or amount of securities to be issued (the "Offered Securities"), the proposed date of issuance and the price and other terms of the issuance. Such notice will also include an offer to sell to each such holder that number of the Offered Securities such that such holder would have the opportunity to hold the same percentage of LLC Units shares of the Company's capital stock (on a partially fully diluted basis taking into account only such options to purchase LLC Units as are then exercisablebasis) after giving effect to the Restricted Holder CD&R Sale, as such holder held immediately prior thereto (such holder's "Proportionate Share"), at the same price and on the same other terms as are proposed for such Restricted Holder CD&R Sale, which offer by its terms shall remain open for a period of 15 Business Days from the date of receipt of such notice, provided that in the event that the Offered Securities are Non-Voting LLC Units, any holder not required by law to hold non-voting securities of the Company may purchase such holder's Proportionate Share in shares of Voting LLC Units. Each such holder shall give notice to the Company of such holder's its intention to accept an Offer prior to the end of the 15-Business Day period of such Offer, setting forth such portion of the Offered Securities which such holder elects to purchase. If any holder fails to subscribe in full for such holder's its Proportionate Share of the Offered Securities, the other subscribing holders shall be entitled to purchase such Offered Securities as are not subscribed for by such holder in such proportion of the Offered Securities as they shall have theretofore agreed to purchase until there are no unmet demands of subscribing holders or all Offered Securities shall have been subscribed for. The Company shall notify each holder five (5) Business Days following the expiration of the 15-Business Day period described above of the amount of Offered Securities which each such holder may purchase pursuant to the foregoing sentence, and each such holder shall then have 10 Business Days from the delivery of such notice to indicate such additional amount, if any, that such holder wishes to purchase. Upon the closing of the Restricted Holder CD&R Sale as to which the Company has given notice, such holder shall purchase from the Company, and the Company shall sell to such holders, the Offered Securities subscribed for by such holders on the terms specified in the Offer, which shall be the same terms at which all other Persons persons or entities acquire such securities in connection with such sale or issuance. In the event that 69 76 such holders do not subscribe for all of the Offered Securities, the Company shall have 30 Business Days from the end of the foregoing 15-Business Day or 30-Business Day period, whichever is applicable, to sell all or any part of such Offered Securities as to which such holders have not accepted an Offer to any other Personspersons or entities, in all material respects on terms and conditions that are no more favorable to such other Persons persons or entities or less favorable to the Company than those set forth in the Offer. Any Offered Securities not purchased by such holders or other Persons persons or entities in accordance with this Section 13.5 5 may not be sold or otherwise disposed of by the Company until they are again offered to such holders under the procedures specified in this Section 13.55.

Offer Procedures. The Company shall make an Offer by delivering to each holder of Registrable Securities Exel at least 30 15 Business Days' Days prior written notice of the proposed Restricted Holder CD&R Sale. Such notice will identify the class and number of LLC Units shares or amount of securities to be issued (the "Offered Securities"), the proposed date of issuance and the price and other terms of the issuance. Such notice will also include an offer to sell to each such holder Exel that number of the Offered Securities such that such holder Exel would have the opportunity to hold the same percentage of LLC Units shares of the Company's capital stock (on a partially fully diluted basis taking into account only such options to purchase LLC Units as are then exercisablebasis) after giving effect to the Restricted Holder CD&R Sale, as such holder Exel held immediately prior thereto (such holder's "Proportionate Share")thereto, at the same price and on the same other terms as are proposed for such Restricted Holder CD&R Sale, which offer by its terms shall remain open for a period of 15 Business Days from the date of receipt of such notice, provided that in the event that the Offered Securities are Non-Voting LLC Units, any holder not required by law to hold non-voting securities of the Company may purchase such holder's Proportionate Share in shares of Voting LLC Units. Each such holder Exel shall give notice to the Company of such holder's its intention to accept an Offer prior to the end of the 15-Business Day period of such Offer, setting forth such portion of the Offered Securities which such holder Exel elects to purchase. If any holder fails to subscribe in full for such holder's Proportionate Share of the Offered Securities, the other subscribing holders shall be entitled to purchase such Offered Securities as are not subscribed for by such holder in such proportion of the Offered Securities as they shall have theretofore agreed to purchase until there are no unmet demands of subscribing holders or all Offered Securities shall have been subscribed for. The Company shall notify each holder five (5) Business Days following the expiration of the 15-Business Day period described above of the amount of Offered Securities which each such holder may purchase pursuant to the foregoing sentence, and each such holder shall then have 10 Business Days from the delivery of such notice to indicate such additional amount, if any, that such holder wishes to purchase. Upon the closing of the Restricted Holder CD&R Sale as to which the Company has given notice, such holder Exel shall purchase from the Company, and the Company shall sell to such holdersExel, the Offered Securities subscribed for by such holders Exel on the terms specified in the Offer, which shall be the same terms at which all other Persons acquire as were proposed for such securities in connection with such sale or issuanceCD&R Sale. In the event that 69 76 such holders do Exel does not subscribe for all of the Offered Securities, the Company shall have 30 Business Days from the end of the foregoing 15-Business Day or 30-Business Day period, whichever is applicable, to sell all or any part of such Offered Securities as to which such holders have Exel has not accepted an Offer to any other Personspersons or entities, in all material respects on terms and conditions that are no more favorable to such other Persons persons or entities or less favorable to the Company than those set forth in the Offer. Any Offered Securities not purchased by such holders Exel or other Persons persons or entities in accordance with this Section 13.5 5 may not be sold or otherwise disposed of by the Company until they are again offered to such holders Exel under the procedures specified in this Section 13.55."