Common use of Right of First Offer Right of First Refusal Clause in Contracts

Right of First Offer Right of First Refusal. (a) If the Company or any Subsidiary shall desire to raise new capital by the issuance of any Indebtedness or equity interests (i) during the period commencing on the date of this Agreement and ending on the date that is one year after the last maturity date of any of the Notes or (ii) for so long as the Company is paying royalties to the Investor pursuant to the Royalty Payment Agreement (as defined in Section 2.1(b) hereof), then the Company or such Subsidiary shall notify the Investor thereof in writing (an “Offer Notice”) and the Investor shall, not later than five (5) Business Days after its receipt of such Offer Notice, present to the Company or such Subsidiary in writing the terms and conditions pursuant to which the Investor will purchase such Indebtedness or equity interests (the “Offer Proposal”). If the Company or such Subsidiary and the Investor are not able to agree on the terms of the issuance of such Indebtedness or equity interests within five (5) Business Days after the delivery of such Offer Proposal, the Company or such Subsidiary shall be permitted to negotiate with unaffiliated third parties for the issuance of such Indebtedness or equity securities. If the Company or such Subsidiary and the Investor are able to agree on the terms of the issuance of such Indebtedness or equity interests, then the Company or such Subsidiary and the Investor shall consummate such transaction within twenty (20) Business Days thereafter. (b) If the Company or such Subsidiary has complied with the requirements set forth in Section 3.29(a), in the event that the Company or such Subsidiary and the Investor do not agree on the terms of the issuance of such Indebtedness or equity interests or the Investor elects not to make an Offer Proposal within the time period set forth in Section 3.29(a), the Company or such Subsidiary may, for a period ninety (90) days (the “Offer Period”), attempt to identify an unaffiliated third party to provide such new capital to the Company or such Subsidiary (a “Third Party Investor”); provided, however, that the terms and conditions offered to any Third Party Investor shall be no more favorable to the Third Party Investor than the terms set forth in the Offer Proposal. In the event that the Company or such Subsidiary identify a Third Party Investor during the Offer Period, the Company or such Subsidiary shall give to the Investor a written notice of the Company’s or such Subsidiary’s intention to enter into a transaction with a Third Party Investor (a “Notice of Intent”) stating the terms and conditions of such transaction (which terms shall comply with the proviso of the immediately preceding sentence); provided, that if the Company provides evidence reasonably satisfactory to the Investor that such Third Party Investor is not an affiliate of the Company or any of the Company’s Subsidiaries, then the Company shall not be required to provide to the Investor the name of such Third Party Investor. The Company or such Subsidiary shall attach to the Notice of Intent a duplicate original of the offer from the Third Party Investor, and the Notice of Intent shall include evidence demonstrating the Third Party Investor’s capability to consummate such transaction and the nature of the offer. The Investor shall then have the option to purchase, at the price and on the terms set forth in the Notice of Intent, the Indebtedness or equity interests offered thereby. The Investor may accept such offer by delivering written notice to the Company or such Subsidiary not later than five (5) Business Days after the Investor’s receipt of the Notice of Intent. If the Investor does not elect to accept such offer within the time period set forth herein, the Company or such Subsidiary may consummate the transaction with the Third Party Investor, upon terms, including price, which are no more favorable to the Third Party Investor than those specified in the Notice of Intent. The closing of any purchase of Indebtedness or equity interests by a Third Party Investor must take place within twenty (20) Business Days of the expiration of the Investor’s option to accept such offer under this Section 3.29(b) and, if the closing relates in whole or in part to the purchase of Indebtedness that will not be subordinate to the obligations of the Company to the Investor under the Notes and the other Transaction Documents pursuant to a subordination agreement in form and substance acceptable to the Investor, the proceeds of thereof are sufficient to pay in full the obligations of the Company to the Investor under the Notes.

Right of First Offer Right of First Refusal. For a period of six months from the Closing Date, the Subscriber shall be granted a right of first offer as well as a right of first refusal to acquire any interest, including a joint venture interest, in the Project, on terms and conditions that include the following: (a) If In the Company event that the Corporation shall seek to directly or indirectly sell any Subsidiary shall desire to raise new capital by interest, including a joint venture interest, in the issuance of any Indebtedness or equity interests Project (i) during the period commencing on the date of this Agreement and ending on the date that is one year after the last maturity date of any of the Notes or (ii) for so long as the Company is paying royalties to the Investor pursuant to the Royalty Payment Agreement (as defined in Section 2.1(b) hereof“ROFO Offered Interest”), then it shall by notice (the Company or such Subsidiary shall notify the Investor thereof in writing (an “Offer ROFO Notice”) first offer the same to the Subscriber, setting out the material terms and conditions attaching to such sale. The Subscriber shall have a period of 60 days to determine whether it shall purchase the ROFO Offered Interest. If the Subscriber shall elect to purchase the ROFO Offered Interest, the Subscriber and the Investor shallCorporation shall negotiate in good faith and shall complete the purchase and sale of the ROFO Offered Interest within a further period of 30 days, not later than five (5) Business Days after its receipt of such Offer Notice, present to the Company or such Subsidiary in writing on substantially the terms and conditions pursuant to which set out in the Investor will purchase such Indebtedness or equity interests (the “Offer Proposal”). If the Company or such Subsidiary and the Investor are not able to agree on the terms of the issuance of such Indebtedness or equity interests within five (5) Business Days after the delivery of such Offer Proposal, the Company or such Subsidiary shall be permitted to negotiate with unaffiliated third parties for the issuance of such Indebtedness or equity securities. If the Company or such Subsidiary and the Investor are able to agree on the terms of the issuance of such Indebtedness or equity interests, then the Company or such Subsidiary and the Investor shall consummate such transaction within twenty (20) Business Days thereafterROFO Notice. (b) If the Company or such Subsidiary has complied with the requirements set forth in Section 3.29(a), in the event that the Company or such Subsidiary and the Investor do not agree on the terms of the issuance of such Indebtedness or equity interests or the Investor elects not to make an Offer Proposal within the time period set forth in Section 3.29(a), the Company or such Subsidiary may, for a period ninety (90) days (the “Offer Period”), attempt to identify an unaffiliated third party to provide such new capital to the Company or such Subsidiary (a “Third Party Investor”); provided, however, that the terms and conditions offered to any Third Party Investor shall be no more favorable to the Third Party Investor than the terms set forth in the Offer Proposal. In the event that the Company Subscriber shall not (i) elect to purchase the ROFO Offered Interest or such Subsidiary identify (ii) complete the purchase of the ROFO Offered Interest, then the Corporation shall have the right to complete the sale of the ROFO Offered Interest with a Third Party Investor during third party provided that the transaction is on substantially the same terms and conditions set out in the ROFO Notice and provided that the transaction shall be completed within a period of 60 days after the Offer PeriodRejection Date, failing which, the Company or such Subsidiary shall give right of first offer/right of first refusal granted to the Investor Subscriber shall revive. (c) In the event that the Corporation does not send a written notice ROFO Notice to the Subscriber and the Corporation receives an offer from a third party (the “ROFR Offer”) to acquire, directly or indirectly, any interest, including a joint venture interest, in the Project (the “ROFR Offered Interest”), then the Corporation shall send a copy of the Company’s or such Subsidiary’s intention ROFR Offer to enter into the Subscriber together with an offer to the Subscriber to acquire the ROFR Offered Interest on the same terms and conditions as set out in the ROFR Offer. The Subscriber shall have a transaction with period of 60 days to determine whether it shall purchase the ROFR Offered Interest. If the Subscriber shall elect to purchase the ROFR Offered Interest, the Subscriber and Rise shall negotiate in good faith and shall complete the purchase and sale of the ROFR Offered Interest within a Third Party Investor (a “Notice further period of Intent”) stating 30 days, on substantially the terms and conditions of such transaction set out in the ROFR Notice. (which terms d) If the Subscriber shall comply with not (i) elect to purchase the proviso ROFR Offered Interest or (ii) complete the purchase of the immediately preceding sentence); provided, that if the Company provides evidence reasonably satisfactory to the Investor that such Third Party Investor is not an affiliate of the Company or any of the Company’s SubsidiariesROFR Offered Interest, then the Company Corporation shall not have the right to complete the sale of the ROFR Offered Interest with the third party, provided that the transaction is completed on substantially the same terms and conditions as set out in the ROFR Offer and provided that the transaction shall be required to provide completed within a period of 45 days after the Offer Rejection Date, failing which, the right of first offer/right of first refusal granted to the Investor Subscriber hereunder shall revive. (e) It is additionally understood and agreed that the name of such Third Party Investor. The Company or such Subsidiary Subscriber shall attach have the right to direct that a wholly-owned subsidiary be the counterparty that shall complete the transaction and that the applicable parties shall use their commercially reasonable efforts to reach agreement as to the Notice of Intent a duplicate original of the offer from the Third Party Investor, and the Notice of Intent definitive agreement that shall include evidence demonstrating the Third Party Investor’s capability to consummate such transaction and the nature of the offer. The Investor shall then have the option to purchase, at the price and on the terms set forth in the Notice of Intent, the Indebtedness or equity interests offered thereby. The Investor may accept such offer by delivering written notice apply with respect to the Company ROFO Offered Interest or such Subsidiary not later than five (5) Business Days after the Investor’s receipt of the Notice of Intent. If the Investor does not elect to accept such offer within the time period set forth hereinROFR Offered Interest, the Company or such Subsidiary may consummate the transaction with the Third Party Investor, upon terms, including price, which are no more favorable to the Third Party Investor than those specified in the Notice of Intent. The closing of any purchase of Indebtedness or equity interests by a Third Party Investor must take place within twenty (20) Business Days of the expiration of the Investor’s option to accept such offer under this Section 3.29(b) and, if the closing relates in whole or in part to the purchase of Indebtedness that will not be subordinate to the obligations of the Company to the Investor under the Notes and the other Transaction Documents pursuant to a subordination agreement in form and substance acceptable to the Investor, the proceeds of thereof are sufficient to pay in full the obligations of the Company to the Investor under the Notesas applicable.

Right of First Offer Right of First Refusal. (a) After the date hereof and prior to January 1, 2015, if the Sellers intend to sell, in a single transaction or series of related transactions, in a market transaction or block trade, through or with a broker or dealer, more than 5,000,000 Seller Common Shares (“ROFOR Stock”), the Sellers shall furnish written notice (the “ROFO Notice”) to the Purchaser, by email or facsimile to Xxxxxxx X. Xxxx, xxxxxxx.xxxx@xxxxxxxx.xxx, (000) 000-0000, of the number of shares of ROFOR Stock the Sellers intend to sell and offer the Purchaser the right to make an offer to purchase all of such shares specified in the ROFO Notice. Within 48 hours of the delivery of the ROFO Notice, the Purchaser may make an offer to purchase all of such shares of ROFOR Stock by furnishing written notice to the Sellers by email or facsimile to Xxxxx X. Xxxxxxxxxx, xxxxxxxxxxx@xxxxxxx.xxx, (000) 000-0000 of the price in cash offered for such shares (the “ROFO Offer”). Within 48 hours after receipt of the ROFO Offer, the Sellers may accept such offer to purchase any such ROFOR Stock at the cash price set forth in the ROFO Offer (the “ROFO Price”) by furnishing written notice to the Purchaser, in the manner set forth above. If the Company Sellers accept the ROFO Offer, the transfer of the ROFOR Stock shall be completed on the fifth business day after such notice. The parties shall take all actions necessary or any Subsidiary shall desire appropriate to raise new capital by consummate the issuance transfer of such shares of ROFOR Stock, including delivery of good title, free of any Indebtedness liens, claims, charges and encumbrances and accompanied by customary representations as to title and authority in the manner contemplated by Article I hereof. If the Sellers do not accept the ROFO Offer with respect to all shares specified in the applicable ROFO notice, the Sellers may sell such remaining shares as are not the subject of such accepted ROFO Offer, in a single transaction or equity interests series of related transactions, in a market transaction or block trade, through or with a broker or dealer, at a price that is greater than the ROFO Price at any time within 30 days of the date of the ROFO Notice. If the Purchaser does not deliver a timely ROFO Offer, it will be deemed to have waived its rights under this Section 4.3(a) with respect to the applicable ROFO Notice. If the Sellers have not effected such sale within such 30-day period, the Sellers may not sell shares of ROFOR Stock without first providing a new ROFO Notice to the Purchaser and the provisions of this Section 4.3(a) shall be separately complied with in order to consummate any such sale. For purposes of the Governance Agreement, dated January 18, 2011, as amended and restated May 25, 2011, between Purchaser, Sellers, and the other parties thereto (the “Governance Agreement”), a block trade through or with a broker or dealer shall be considered a transaction pursuant to Section 2.02(b)(v) thereof. (b) After the date hereof and prior to January 1, 2015, other than pursuant to Section 4.3(a), if the Sellers intend to sell, in a single transaction or series of related transactions, more than 5,000,000 shares of ROFOR Stock, the Sellers shall furnish written notice (the “ROFR Notice”) to the Purchaser, in the manner set forth in Section 4.3(a) setting forth (i) during the period commencing on the date number of this Agreement and ending on the date that is one year after the last maturity date shares of any of the Notes or ROFOR Stock proposed to be sold, (ii) the total purchase price for so long as such shares, (iii) the Company is paying royalties to the Investor pursuant to the Royalty Payment Agreement (as defined in Section 2.1(b) hereof), then the Company or form of such Subsidiary shall notify the Investor thereof in writing (an “Offer Notice”) consideration and the Investor shall, not later than five (5) Business Days after its receipt of such Offer Notice, present to the Company or such Subsidiary in writing the material terms and conditions pursuant upon which sale is to which be made and (iv) if known to Sellers and not confidential, the Investor will identity of the proposed purchaser, or if the identity is confidential and known to the Sellers, whether the proposed purchaser is an institutional investor, private fund, or operating business. Within 48 hours of the delivery of the ROFR Notice, the Purchaser may deliver a written notice to the Sellers, in the manner set forth in Section 4.3(a), of its election to purchase all of such Indebtedness or equity interests shares of ROFOR Stock at the same price and subject to the material terms and conditions as described in the ROFR Notice (the “Offer ProposalROFR Offer”). If the Company or such Subsidiary and Purchaser delivers a ROFR Offer, the Investor are not able sale of the applicable shares of ROFOR Stock to agree the Purchaser shall be completed on the terms of the issuance of such Indebtedness or equity interests within five (5) Business Days fifth business day after the delivery of such Offer Proposal, ROFR Offer. The parties shall take all actions necessary or appropriate to consummate the Company or such Subsidiary shall be permitted to negotiate with unaffiliated third parties for the issuance transfer of such Indebtedness or equity securitiesshares of ROFOR Stock, including delivery of good title, free of any liens, claims, charges and encumbrances and accompanied by customary representations as to title and authority in the manner contemplated by Article I hereof. If the Company or such Subsidiary Purchaser does not deliver a timely ROFR Offer, it will be deemed to have waived its rights under this Section 4.3(b) with respect to the applicable ROFR Notice, and the Investor are able to agree Sellers may sell the applicable number of shares of ROFOR Stock any time within 30 days following such waiver on the same or better terms and conditions as described in the applicable ROFR Notice. If the Sellers have not effected such sale within such 30 day period, the Sellers may not sell shares of ROFOR Stock without first providing a new ROFR Notice to the issuance of such Indebtedness or equity interests, then the Company or such Subsidiary Purchaser and the Investor provisions of this Section 4.3(b) shall be separately complied with in order to consummate any such transaction within twenty (20) Business Days thereaftersale. (bc) If the Company or such Subsidiary has complied with the requirements set forth in This Section 3.29(a), 4.3 shall not apply in the event that case of any tender offer in which the Company Purchaser or such Subsidiary any third party offers to purchase shares of Common Stock or any exchange offer for or recapitalization, split, or reverse split of ROFOR Stock, or any merger, consolidation, or other business combination of Purchaser with or into any other person, or any like transaction. (d) Notwithstanding the foregoing and for the Investor do avoidance of doubt, the Sellers shall not agree on the terms transfer Seller Common Shares in violation of the issuance of such Indebtedness or equity interests or the Investor elects not to make an Offer Proposal within the time period set forth in Section 3.29(a), the Company or such Subsidiary may, for a period ninety (90) days (the “Offer Period”), attempt to identify an unaffiliated third party to provide such new capital to the Company or such Subsidiary (a “Third Party Investor”); provided, however, that the terms and conditions offered to any Third Party Investor shall be no more favorable to the Third Party Investor than the terms set forth in the Offer Proposal. In the event that the Company or such Subsidiary identify a Third Party Investor during the Offer Period, the Company or such Subsidiary shall give to the Investor a written notice of the Company’s or such Subsidiary’s intention to enter into a transaction with a Third Party Investor (a “Notice of Intent”) stating the terms and conditions of such transaction (which terms shall comply with the proviso of the immediately preceding sentence); provided, that if the Company provides evidence reasonably satisfactory to the Investor that such Third Party Investor is not an affiliate of the Company or any of the Company’s Subsidiaries, then the Company shall not be required to provide to the Investor the name of such Third Party Investor. The Company or such Subsidiary shall attach to the Notice of Intent a duplicate original of the offer from the Third Party Investor, and the Notice of Intent shall include evidence demonstrating the Third Party Investor’s capability to consummate such transaction and the nature of the offer. The Investor shall then have the option to purchase, at the price and on the terms set forth in the Notice of Intent, the Indebtedness or equity interests offered thereby. The Investor may accept such offer by delivering written notice to the Company or such Subsidiary not later than five (5) Business Days after the Investor’s receipt of the Notice of Intent. If the Investor does not elect to accept such offer within the time period set forth herein, the Company or such Subsidiary may consummate the transaction with the Third Party Investor, upon terms, including price, which are no more favorable to the Third Party Investor than those specified in the Notice of Intent. The closing of any purchase of Indebtedness or equity interests by a Third Party Investor must take place within twenty (20) Business Days of the expiration of the Investor’s option to accept such offer under this Section 3.29(b) and, if the closing relates in whole or in part to the purchase of Indebtedness that will not be subordinate to the obligations of the Company to the Investor under the Notes and the other Transaction Documents pursuant to a subordination agreement in form and substance acceptable to the Investor, the proceeds of thereof are sufficient to pay in full the obligations of the Company to the Investor under the NotesGovernance Agreement.

Right of First Offer Right of First Refusal. (a) If at any time during the Company Term or Renewal Term, ShoLodge desires to sell the CRS (and any Subsidiary related documents, facilities and information), ShoLodge shall so notify Customer, together with a written indication of the primary terms (including without limitation, price and closing schedule) upon which ShoLodge shall be willing to sell the CRS. Such notice from ShoLodge shall not constitute an offer to sell and neither ShoLodge nor Customer shall be bound to the transfer of the CRS until mutual execution of a purchase and sale agreement for the same. Upon receipt of such notice, Customer shall have a period of sixty (60) days within which to notify ShoLodge of its desire to raise new capital by purchase the issuance of any Indebtedness or equity interests CRS and to negotiate an agreement for the same with ShoLodge. In the event Prime is willing to meet the primary terms set forth in ShoLodge's notice, ShoLodge shall not object to such provisions during the negotiations for a final sale document. During such sixty (60) day period, ShoLodge (i) during shall not solicit interest in, market, negotiate (other than with Customer), nor enter into agreement with any other Person regarding the period commencing on the date of this Agreement and ending on the date that is one year after the last maturity date of any sale or other transfer of the Notes or CRS and (ii) shall use good faith efforts to come to an agreement with Customer. In the event that ShoLodge and Customer fail to reach an agreement during such sixty (60) day period, ShoLodge shall be entitled to solicit interest in,. market, negotiate for so long as and enter into agreements regarding the Company is paying royalties transfer of the CRS with other Persons, subject to the Investor pursuant to the Royalty Payment Agreement (as defined in provisions of Section 2.1(b3.9(b) hereof), then the Company or such Subsidiary shall notify the Investor thereof in writing (an “Offer Notice”) and the Investor shall, not later than five (5) Business Days after its receipt of such Offer Notice, present to the Company or such Subsidiary in writing the terms and conditions pursuant to which the Investor will purchase such Indebtedness or equity interests (the “Offer Proposal”). If the Company or such Subsidiary and the Investor are not able to agree on the terms of the issuance of such Indebtedness or equity interests within five (5) Business Days after the delivery of such Offer Proposal, the Company or such Subsidiary shall be permitted to negotiate with unaffiliated third parties for the issuance of such Indebtedness or equity securities. If the Company or such Subsidiary and the Investor are able to agree on the terms of the issuance of such Indebtedness or equity interests, then the Company or such Subsidiary and the Investor shall consummate such transaction within twenty (20) Business Days thereafterbelow. (b) If at any time during the Company Term or such Subsidiary has complied with Renewal Term, ShoLodge receives an offer to purchase the requirements set forth in Section 3.29(aCRS (and any related documents, facilities and information), in ShoLodge shall provide a copy of such offer, which offer must contain the event that the Company or such Subsidiary primary terms (including without limitation, price and the Investor do not agree on the terms closing schedule and identification of the issuance of such Indebtedness or equity interests or proposed purchaser) (the Investor elects not to make an Offer Proposal within the time period set forth in Section 3.29(a"Offer"), the Company or such Subsidiary may, for to Customer. Customer shall have a period ninety of sixty (9060) days (within which to review such Offer and to notify ShoLodge whether it will purchase the “Offer Period”), attempt to identify an unaffiliated third party to provide such new capital to the Company or such Subsidiary (a “Third Party Investor”); provided, however, that the terms and conditions offered to any Third Party Investor shall be no more favorable to the Third Party Investor than the terms set forth in the Offer Proposal. In the event that the Company or such Subsidiary identify a Third Party Investor during the Offer Period, the Company or such Subsidiary shall give to the Investor a written notice of the Company’s or such Subsidiary’s intention to enter into a transaction with a Third Party Investor (a “Notice of Intent”) stating CRS on the terms and conditions of such transaction (which terms Offer. If Customer notifies ShoLodge within such period that it shall comply with so purchase the proviso of CRS, 5 6 ShoLodge and Customer shall enter into a sale agreement regarding the immediately preceding sentence); provided, same on such terms. If Customer notifies ShoLodge that if it does not wish to purchase the Company provides evidence reasonably satisfactory to the Investor that such Third Party Investor is not an affiliate of the Company or any of the Company’s Subsidiaries, then the Company shall not be required to provide to the Investor the name of such Third Party Investor. The Company or such Subsidiary shall attach to the Notice of Intent a duplicate original of the offer from the Third Party Investor, and the Notice of Intent shall include evidence demonstrating the Third Party Investor’s capability to consummate such transaction and the nature of the offer. The Investor shall then have the option to purchase, at the price and CRS on the terms presented in the Offer or fails to respond within) sixty (60) day period, then ShoLodge shall have the right to enter into an agreement for the transfer of the CRS with the proposed purchaser, on the terms and conditions set forth in the Notice of Intent, the Indebtedness or equity interests offered thereby. The Investor may accept such offer by delivering written notice to the Company or such Subsidiary not later than five (5) Business Days after the Investor’s receipt of the Notice of IntentOffer. If the Investor does not elect to accept such offer within terms and conditions of the time period negotiated sale agreement are materially better for the purchaser of the CRS than those set forth hereinin the Offer, ShoLodge shall be bound to comply with this Section 3.9(b) again. The waiver of Customer of its rights pursuant to this Section 3.9(b) with respect to one Offer shall in no way limit or derogate its rights with respect to subsequent Offers. (i) ShoLodge has strictly complied with the provisions of Section 3.9(a) above, (ii) the Offer is received within sixty (60) days after the termination of negotiations between ShoLodge and Customer pursuant to Section 3.9(a), and (iii) the terms and conditions of such Offer are no better for the purchaser of the CRS, on an individual basis, than those indicated by ShoLodge in its initial notice pursuant to Section 3.9(a), then ShoLodge shall not be obligated to comply with this Section 3.9(b) with respect to that Offer solely. (c) Without limiting the provisions in Section 11.4, the Company or such Subsidiary may consummate the transaction with the Third Party Investor, provisions of this Section 3.9 shall be binding upon terms, including price, which are no more favorable and inure to the Third Party Investor than those specified in the Notice of Intent. The closing of any purchase of Indebtedness or equity interests by a Third Party Investor must take place within twenty (20) Business Days benefit of the expiration of the Investor’s option to accept such offer under this Section 3.29(b) and, if the closing relates in whole or in part to the purchase of Indebtedness that will not be subordinate to the obligations of the Company to the Investor under the Notes parties hereto and the other Transaction Documents pursuant to a subordination agreement in form their successors and substance acceptable to the Investor, the proceeds of thereof are sufficient to pay in full the obligations of the Company to the Investor under the Notesassigns.