Common use of Public Sale Clause in Contracts

Public Sale. (a) On the Closing Date, the Company shall provide an effective registration statement (the "Registration Statement") registering under the Securities Act resales of the Resale Stock deliverable pursuant to Section 3.1 having a maximum aggregate offering price (net of underwriting fee and commissions) equal to the Stock Proceeds Amount. Such Resale Stock shall be sold (at the Company's discretion but in the form of one or more secondary offerings on behalf of each Seller) under the Registration Statement during the period of not more than 45 days following the Closing Date as specified by the Company (the "Offering Period"). The Company may by notice to each Seller at any time shorten the Offering Period, and in such event, the Offering Period as referred to herein shall mean such shorter period. All sales (the "Sales") of the Resale Stock shall be made on behalf of each Seller by underwriters selected by the Company (the "Underwriters") pursuant to one or more block trades, underwritten offerings or otherwise, in each case as determined by the Company. The actual net proceeds from the Sales (after deduction of underwriting discounts and commissions) are referred to as the "Net Proceeds". The Company shall pay all expenses of registration and sale of the Resale Stock. (b) On the fifth Business Day following the termination of the Offering Period, the Company shall deliver the Net Proceeds to the Xxxxxxx Group Representative, as agent for the Member(s) and Permitted Transferee(s), if any, comprising the Seller, and if the Net Proceeds are less than the Stock Proceeds Amount, the difference (the "Difference") shall be paid by the Company in cash on such date to the Xxxxxxx Group Representative, as such agent. The Company may elect to pay some or all of the Difference prior to such date and in such event the interest component of the portion of the Difference so paid early shall be calculated with respect to such earlier payment date. If the Net Proceeds exceed the Stock Proceeds Amount, the Company may retain the excess. (c) The Company shall indemnify the Seller and the Underwriters in respect of the Sales to the same extent as the Company would indemnify the Holder and the Underwriters as provided in the Registration Rights Agreement, but the Sales shall not be deemed to have been made pursuant to the Registration Rights Agreement. (d) Each Seller shall be required to cooperate with the Company in connection with the Registration Statement and the Sales (including, without limitation, by executing and delivering underwriting and other documents and instruments, taking actions and providing information) as shall be reasonably requested by the Company in connection therewith.

Public Sale. (a) On the Closing DateIn addition, the Company prior to any Public Sale of a Condominium, Declarant shall provide an effective registration statement (to the "Registration Statement") registering under party conducting the Securities Act resales Public Sale a written statement, upon which the party conducting the Public Sale shall be entitled to rely without further investigation, containing the value of the Resale Stock deliverable Condominium being sold at the Public Sale, as determined pursuant to Section 3.1 having a maximum aggregate offering price 3 of this Article XIV (net of underwriting fee and commissions) equal to the Stock Proceeds Amount. Such Resale Stock shall be sold (at the Company's discretion but in the form of one or more secondary offerings on behalf of each Seller) under the Registration Statement during the period of not more than 45 days following the Closing Date as specified by the Company (the "Offering Period"). The Company may by notice to each Seller at any time shorten the Offering Period, and in such event, the Offering Period as referred to defined herein shall mean such shorter period. All sales (the "Sales") of the Resale Stock shall be made on behalf of each Seller by underwriters selected by the Company (the "Underwriters") pursuant to one or more block trades, underwritten offerings or otherwise, in each case as determined by the Company. The actual net proceeds from the Sales (after deduction of underwriting discounts and commissions) are referred to as the "Net ProceedsSection 3 Price") and the purchase priority of all qualified persons listed with Declarant pursuant to procedures to be established from time to time by Declarant in its sole discretion. The Company If, and when, the bidding at the Public Sale reaches the Section 3 Price, the party conducting the Public Sale shall pay all expenses of registration and sale sell the Condominium to the highest priority qualified person shown on the above-described written statement of the Resale Stock. Declarant who shall bid the Section 3 Price; provided, however, that if the Section 3 Price is less than the maximum amount which the foreclosing lender would be entitled to bid as a credit bid at the Public Sale (b) On the fifth Business Day following the termination of the Offering Period"maximum credit bid"), the Company bidding shall deliver continue as long as bidding continues up to and until the Net Proceeds to maximum credit bid is reached, at which point the Xxxxxxx Group Representativehighest priority qualified bidder, as agent for the Member(s) and Permitted Transferee(s)described above, if any, comprising shall be entitled to purchase the SellerCondominium. If no qualified person bids the Section 3 Price, and or the maximum credit bid, as described above, the Condominium shall be sold to the first unqualified person who bids the Section 3 Price, or if the Net Proceeds are less greater than the Stock Proceeds AmountSection 3 price, the difference (the "Difference") maximum credit bid; provided, however, that such purchaser shall be paid by the Company in cash on such date acquire title to the Xxxxxxx Group Representative, as such agent. The Company may elect said Condominium subject to pay some or all of the Difference prior to such date and Protective Covenants contained in such event the interest component of the portion of the Difference so paid early shall be calculated with respect to such earlier payment date. If the Net Proceeds exceed the Stock Proceeds Amountthis Declaration, the Company may retain the excess. (c) The Company shall indemnify the Seller and the Underwriters in respect of the Sales including, but not limited to the same extent as the Company would indemnify the Holder restrictions and the Underwriters as provided limitations on ownership and transfer of such Condominium set forth in the Registration Rights AgreementArticles XIII and XIV herein, but the Sales shall not be deemed to have been made pursuant to the Registration Rights Agreement. (d) Each Seller and shall be required to cooperate with sell the Company Condominium to a qualified Owner, Association or Declarant within one hundred and twenty (120) days of obtaining title, pursuant to subparagraphs 1(a) and 1(b) of Article XIV and as provided in connection with Section 3 of Article XIII. In the Registration Statement event the bidding does not reach the Section 3 Price, but one or more qualified persons and an unqualified person bid the Sales (including, without limitation, by executing and delivering underwriting and other documents and instruments, taking actions and providing information) as same highest amount then the party conducting the Public Sale shall be reasonably requested by deliver the Company in connection therewithproperty to the qualified person having the highest purchase priority.

Public Sale. (a) On the Closing Date, the Company shall provide an effective registration statement (the "Registration Statement") registering under the Securities Act resales of the Resale Stock deliverable pursuant to Section 3.1 having a maximum aggregate offering price (net of underwriting fee and commissions) equal to the Stock Proceeds Amount. Such Resale Stock shall be sold (at the Company's discretion but in the form of one or more secondary offerings on behalf of each Seller) under the Registration Statement during the period of not more than 45 days following the Closing Date as specified by the Company (the "Offering Period"). The Company may by notice to each Seller at any time shorten the Offering Period, and in such event, the Offering Period as referred to herein shall mean such shorter period. All sales (the "Sales") of the Resale Stock shall be made on behalf of each Seller by underwriters selected by the Company (the "Underwriters") pursuant to one or more block trades, underwritten offerings or otherwise, in each case as determined by the Company. The actual net proceeds from the Sales (after deduction of underwriting discounts and commissions) are referred to as the "Net Proceeds". The Company shall pay all expenses of registration and sale of the Resale Stock. (b) On the fifth Business Day following the termination of the Offering Period, the Company shall deliver to each Seller such Seller's pro rata portion of the Net Proceeds to the Xxxxxxx Group Representative, as agent for the Member(s) and Permitted Transferee(s), if any, comprising the Seller, and if the Net Proceeds are less than the Stock Proceeds Amount, the difference (the "Difference") shall be paid by the Company in cash on such date to the Xxxxxxx Group Representative, as such agentSellers on a pro rata basis. The Company may elect to pay some or all of the Difference prior to such date and in such event the interest component of the portion of the Difference so paid early shall be calculated with respect to such earlier payment date. If the Net Proceeds exceed the Stock Proceeds Amount, the Company may retain the excess. (c) The Company shall indemnify the each Seller and the Underwriters in respect of the Sales to the same extent as the Company would indemnify the Holder and the Underwriters as provided in the Registration Rights Agreement, but the Sales shall not be deemed to have been made pursuant to the Registration Rights Agreement. (d) Each Seller shall be required to cooperate with the Company in connection with the Registration Statement and the Sales (including, without limitation, by executing and delivering underwriting and other documents and instruments, taking actions and providing information) as shall be reasonably requested by the Company in connection therewith.

Public Sale. (a) On the Closing DateIn addition, the Company prior to any Public Sale of a Condominium, Declarant shall provide an effective registration statement (to the "Registration Statement") registering under party conducting the Securities Act resales Public Sale a written statement, upon which the party conducting the Public Sale shall be entitled to rely without further investigation, containing the value of the Resale Stock deliverable Condominium being sold at the Public Sale, as determined pursuant to Section 3.1 having a maximum aggregate offering price 3 of this Article XIV (net of underwriting fee and commissions) equal to the Stock Proceeds Amount. Such Resale Stock shall be sold (at the Company's discretion but in the form of one or more secondary offerings on behalf of each Seller) under the Registration Statement during the period of not more than 45 days following the Closing Date as specified by the Company (the "Offering Period"). The Company may by notice to each Seller at any time shorten the Offering Period, and in such event, the Offering Period as referred to defined herein shall mean such shorter period. All sales (the "Sales") of the Resale Stock shall be made on behalf of each Seller by underwriters selected by the Company (the "Underwriters") pursuant to one or more block trades, underwritten offerings or otherwise, in each case as determined by the Company. The actual net proceeds from the Sales (after deduction of underwriting discounts and commissions) are referred to as the "Net ProceedsSection 3 Price") and the purchase priority of all qualified persons listed with Declarant pursuant to procedures to be established from time to time by Declarant in its sole discretion. The Company If, and when, the bidding at the Public Sale reaches the Section 3 Price, the party conducting the Public Sale shall pay all expenses of registration and sale sell the Condominium to the highest priority qualified person shown on the above- described written statement of the Resale Stock. Declarant who shall bid the Section 3 Price; provided, however, that if the Section 3 Price is less than the maximum amount which the foreclosing lender would be entitled to bid as a credit bid at the Public Sale (b) On the fifth Business Day following the termination of the Offering Period"maximum credit bid"), the Company bidding shall deliver continue as long as bidding continues up to and until the Net Proceeds to maximum credit bid is reached, at which point the Xxxxxxx Group Representativehighest priority qualified bidder, as agent for the Member(s) and Permitted Transferee(s)described above, if any, comprising shall be entitled to purchase the SellerCondominium. If no qualified person bids the Section 3 Price, and or the maximum credit bid, as described above, the Condominium shall be sold to the first unqualified person who bids the Section 3 Price, or if the Net Proceeds are less greater than the Stock Proceeds AmountSection 3 Price, the difference (the "Difference") maximum credit bid; provided, however, that such purchaser shall be paid by the Company in cash on such date acquire title to the Xxxxxxx Group Representative, as such agent. The Company may elect said Condominium subject to pay some or all of the Difference prior to such date and Protective Covenants contained in such event the interest component of the portion of the Difference so paid early shall be calculated with respect to such earlier payment date. If the Net Proceeds exceed the Stock Proceeds Amountthis Declaration, the Company may retain the excess. (c) The Company shall indemnify the Seller and the Underwriters in respect of the Sales including, but not limited to the same extent as the Company would indemnify the Holder restrictions and the Underwriters as provided limitations on ownership and transfer of such Condominium set forth in the Registration Rights AgreementArticles XIII and XIV herein, but the Sales shall not be deemed to have been made pursuant to the Registration Rights Agreement. (d) Each Seller and shall be required to cooperate with sell the Company Condominium to a qualified Owner, Association or Declarant within one hundred and twenty (120) days of obtaining title, pursuant to subparagraphs 1(a) and 1(b) of Article XIV and as provided in connection with Section 3 of Article XIII. In the Registration Statement event the bidding does not reach the Section 3 Price, but one or more qualified persons and an unqualified person bid the Sales (including, without limitation, by executing and delivering underwriting and other documents and instruments, taking actions and providing information) as same highest amount then the party conducting the Public Sale shall be reasonably requested by deliver the Company in connection therewithproperty to the qualified person having the highest purchase priority.

Public Sale. (a) On At 10:00 a.m. local time on November 30, 2010, a public auction of the Closing Date, the Company shall provide an effective registration statement Purchased Assets (the "Registration Statement"“Auction”) registering under the Securities Act resales of the Resale Stock deliverable pursuant shall occur at location to Section 3.1 having a maximum aggregate offering price (net of underwriting fee and commissions) equal to the Stock Proceeds Amount. Such Resale Stock shall be sold (at the Company's discretion but in the form of one or more secondary offerings on behalf of each Seller) under the Registration Statement during the period of not more than 45 days following the Closing Date as specified by the Company (the "Offering Period"). The Company may by notice to each Seller at any time shorten the Offering Period, and in such event, the Offering Period as referred to herein shall mean such shorter period. All sales (the "Sales") of the Resale Stock shall be made on behalf of each Seller by underwriters selected by the Company (the "Underwriters") pursuant to one or more block trades, underwritten offerings or otherwise, in each case as reasonably determined by the Company. The actual net proceeds from the Sales (after deduction of underwriting discounts Lender and commissions) are referred to as the "Net Proceeds". The Company shall pay all expenses of registration and sale of the Resale StockBuyer. (b) On Any Person (other than Buyer) that wishes to submit a competing bids for the fifth Business Day following Purchased Assets at the termination Auction (each, a “Competing Offer”) must comply with each of the Offering Period, the Company shall deliver the Net Proceeds following requirements: (i) Any Person wishing to submit a Competing Offer must become a “Qualified Bidder” prior to the Xxxxxxx Group Representative, commencement of the Auction by executing a confidentiality agreement in the form attached hereto as agent for the Member(sExhibit I and by demonstrating to Lender’s sole satisfaction evidence of committed financing or other ability to consummate its Competing Offer; (ii) and Permitted Transferee(s), if any, comprising the SellerEach Competing Offer must be submitted in a writing, and if must include a contract in the Net Proceeds are less than form of the Stock Proceeds AmountCompeting Offer Agreement, the difference (the "Difference") shall be paid signed by the Company in cash on Qualified Bidder and identifying all terms and conditions of such date to the Xxxxxxx Group Representative, as such agent. The Company may elect to pay some or all of the Difference prior to such date and in such event the interest component of the portion of the Difference so paid early shall be calculated with respect to such earlier payment dateCompeting Offer. If the Net Proceeds exceed the Stock Proceeds AmountCompeting Offer includes non-cash consideration, the Company may retain Qualified Bidder must also indicate such Qualified Bidder’s opinion as to such consideration’s cash equivalent and the excessmethodology used in deriving such amount; (iii) Each Qualified Bidder must make a cash deposit (each, a “Sale Deposit”) with Lender prior to the commencement of the Auction in the amount of $450,000, of which, $50,000 shall constitute the Breakup Fee (as defined below), which amount shall be held in escrow for the sole benefit of Buyer; (iv) Each Competing Offer shall remain open and irrevocable until the closing of the relevant transaction pursuant to the Final Accepted Offer (defined below); (v) A Competing Offer will not be considered to be a higher or better offer for the Purchased Assets unless the proposed purchase price of the Purchased Assets provides for aggregate consideration (including cash and non-cash consideration) of at least the Purchase Consideration, plus the sum of (1) the Breakup Fee and (2) $250,000, and payment of the Obligation pursuant to Section 2.3(e) must be in cash payable at Closing (the “Competing Offer Minimum Purchase Consideration”). (c) Subsequent overbids in excess of the Competing Offer Minimum Purchase Consideration shall be in an amount of at least $50,000 in excess of the prior bid. The Company shall indemnify only parties who will be permitted to bid at the Seller Auction are authorized representatives of Buyer and each Qualified Bidder physically present at the Auction. Copies of each Competing Offer (including the conversion of non-cash consideration into cash equivalent and the Underwriters methodology used in respect deriving same) must be provided to Buyer and each other Qualified Bidder at the Auction. To facilitate a deliberate and orderly consideration of the Sales Competing Offers, Lender may adjourn the Auction at any time and from time to the same extent as the Company would indemnify the Holder time and the Underwriters as provided in the Registration Rights Agreement, but the Sales shall not be deemed to have been made pursuant to the Registration Rights Agreementmay conduct multiple rounds of bidding. (d) Each Seller At the conclusion of the Auction, Lender shall be required select the offer that Lender determines in its sole and absolute discretion to cooperate with represent the Company in connection with highest and best value for the Registration Statement Purchased Assets, taking into account all relevant factors (such offer, the “Final Accepted Offer”). If for any reason the party submitting the Final Accepted Offer fails to consummate its purchase of the Purchased Assets (or any part thereof), such party shall forfeit its Sale Deposit to Lender and the Sales (including, without limitation, by executing party submitting the next highest and delivering underwriting and other documents and instruments, taking actions and providing information) as best bid for the Purchased Assets shall automatically be reasonably requested by deemed to have submitted the Company in connection therewithFinal Accepted Offer.

Public Sale. (a) On the Closing Date, the Company shall provide an effective registration statement (the "Registration Statement") registering under the Securities Act resales of the Resale Stock deliverable pursuant to Section 3.1 having a maximum aggregate offering price (net of underwriting fee and commissions) equal to the Stock Proceeds Amount. Such Resale Stock shall be sold (at the Company's discretion but in the form of one or more secondary offerings on behalf of each Seller) under the Registration Statement during the period of not more than 45 days following the Closing Date as specified by the Company (the "Offering Period"). The Company may by notice to each Seller at any time shorten the Offering Period, and in such event, the Offering Period as referred to herein shall mean such shorter period. All sales (the "Sales") of the Resale Stock shall be made on behalf of each Seller by underwriters selected by the Company (the "Underwriters") pursuant to one or more block trades, underwritten offerings or otherwise, in each case as determined by the Company. The actual net proceeds from the Sales (after deduction of underwriting discounts and commissions) are referred to as the "Net Proceeds". The Company shall pay all expenses of registration and sale of the Resale Stock. (b) On the fifth Business Day following the termination of the Offering Period, the Company shall deliver to each Seller such Seller's pro rata --- ---- portion of the Net Proceeds to the Xxxxxxx Group Representative, as agent for the Member(s) and Permitted Transferee(s), if any, comprising the Seller, and if the Net Proceeds are less than the Stock Proceeds Amount, the difference (the "Difference") shall be paid by the Company in cash on such date to the Xxxxxxx Group Representative, as such agentSellers on a pro rata basis. The Company may elect to --- ---- pay some or all of the Difference prior to such date and in such event the interest component of the portion of the Difference so paid early shall be calculated with respect to such earlier payment date. If the Net Proceeds exceed the Stock Proceeds Amount, the Company may retain the excess. (c) The Company shall indemnify the each Seller and the Underwriters in respect of the Sales to the same extent as the Company would indemnify the Holder and the Underwriters as provided in the Registration Rights Agreement, but the Sales shall not be deemed to have been made pursuant to the Registration Rights Agreement. (d) Each Seller shall be required to cooperate with the Company in connection with the Registration Statement and the Sales (including, without limitation, by executing and delivering underwriting and other documents and instruments, taking actions and providing information) as shall be reasonably requested by the Company in connection therewith.