Common use of Rights to Purchase Offered Shares Clause in Contracts

Rights to Purchase Offered Shares. If the Non-Offering Stockholder delivers to the Offering Stockholder a written notice (an "Acceptance Notice") within 30 days following delivery of the Offer Notice (provided that if such offer relates to a proposed Transfer of Common Stock representing more than 10% of the Common Stock owned by such Offering Stockholder on the date hereof and more than two percent of the then outstanding Common Stock such Non-Offering Stockholder shall have 60 days in which to deliver such Acceptance Notice (either such period being referred to herein as the "ROFO Acceptance Period")), stating that such Non-Offering Stockholder is willing to purchase all of the Offered Shares for the Offer Price and on the other terms set forth in the Offer Notice, the Offering Stockholder will sell all (but not less than all) of the Offered Shares to such Non-Offering Stockholder, and such Non-Offering Stockholder will purchase such Offered Shares from the Offering Stockholder, on the proposed terms and subject to the conditions set forth below. In such case, the Xxxxxxxx Stockholders only, with the Offered Shares allocated (unless otherwise agreed by the Xxxxxxxx Stockholders requesting to purchase Offered Shares) based on the number of Offered Shares requested to be purchased by each of the Xxxxxxxx Stockholders, will be the "Purchasing Stockholder" with respect to a proposed Third-Party Sale by any Clear Channel Stockholder, and the Clear Channel Stockholders only, with the Offered Shares allocated (unless otherwise agreed by the Clear Channel Stockholders requesting to purchase Offered Shares) based on the number of Shares owned by each of the Clear Channel Stockholders who request to purchase Offered Shares (but in no event so as to require any Stockholder to purchase in excess of the number of Offered Shares requested by such Stockholder), will be the Purchasing Stockholder with respect to a proposed Third-Party Sale by any Xxxxxxxx Stockholder.

Rights to Purchase Offered Shares. If the Non-Offering Stockholder Designated Buyer ---------------------------------- delivers to the Offering Stockholder Offeror a written notice (an "Acceptance Notice"Notice ) within 30 ----------------- days following delivery of the Offer ROFO Notice (provided that if such offer relates to a proposed Transfer of Common Stock representing more than 10% of the Common Stock owned by such Offering Stockholder on the date hereof and more than two percent of the then outstanding Common Stock such Non-Offering Stockholder shall have 60 days in which to deliver such Acceptance Notice (either such period being referred to herein as the "ROFO Acceptance Period")Period ), ---------------------- stating that such Non-Offering Stockholder Designated Buyer is willing to purchase all of the Offered Shares for the Offer Price and on the other terms terms, if any, as are set forth in the Offer Notice, the Offering Stockholder Offeror will sell all (but not less than all) of the Offered Shares to such Non-Offering StockholderDesignated Buyer, and such Non-Offering Stockholder Designated Buyer will purchase such Offered Shares from the Offering StockholderOfferor, on the proposed terms and subject to the conditions set forth below. In such casein the Offer Notice and below ; provided, -------- however, that if the Offer Price is payable in whole or in part in property ------- (which term shall include the securities of any issuer other than the Company) other than cash, the Xxxxxxxx Stockholders onlyDesignated Buyer may pay, with in lieu of such property, a sum of cash equal to the Offered Shares allocated (unless otherwise agreed fair market value of such property as determined by the Xxxxxxxx Stockholders requesting to purchase Offered Shares) based selling Holder and the Designated Buyer in good faith or, if the selling Holder and the Designated Buyer do not agree on the number fair market value of Offered Shares requested to be purchased by such property within five (5) days after the delivery of the Acceptance Notice, then each of the Xxxxxxxx Stockholders, will be the "Purchasing Stockholder" with respect to a proposed Third-Party Sale by any Clear Channel Stockholder, selling Holder and the Clear Channel Stockholders only, Designated Buyer shall select one nationally recognized independent appraiser (with the Offered Shares allocated (unless otherwise agreed by the Clear Channel Stockholders requesting to purchase Offered Shares) based on the number of Shares owned by each of the Clear Channel Stockholders who request to purchase Offered Shares (but in no event so as to require any Stockholder to purchase in excess selling Holder and the Designated Buyer bearing the expense of the number appraiser selected by it) to determine the fair market value of Offered Shares requested that property and the average of the appraised fair market values of that property as determined by such Stockholder), will those appraisers shall be deemed the Purchasing Stockholder with respect to a proposed Third-Party Sale by any Xxxxxxxx Stockholderfair market value of that property for purposes of this Article 3.

Rights to Purchase Offered Shares. For purposes of this --------------------------------- agreement, (A) the JMI/Greystar Stockholders (collectively and as they may allocate among themselves as set forth below) will be the "Non-Offering Stockholder" with respect to a proposed Third-Party Sale by any Crow Stockholder, and (B) the Crow Stockholders (collectively and as they may allocate among themselves as set forth below) will be the "Non-Offering Stockholder" with respect to a proposed Third Party Sale by any JMI/Greystar Stockholder. If the a Non-Offering Stockholder delivers to the Offering Stockholder a written notice Notice (an "Acceptance Notice") within 30 days 10 Business Days following delivery of the Offer Notice (provided that if such offer relates to a proposed Transfer of Common Stock representing more than 10% of the Common Stock owned by such Offering Stockholder on the date hereof and more than two percent of the then outstanding Common Stock such Non-Offering Stockholder shall have 60 days in which to deliver such Acceptance Notice (either such 10 Business Day period being referred to herein as the "ROFO Acceptance Period")), ) stating that such Non-Offering Stockholder is willing to purchase all of the Offered Shares for the Offer Price and on the other terms set forth in the Offer Notice, the Offering Stockholder will sell all (but not less than all) of the Offered Shares to such Non-Offering Stockholder, and such Non-Offering Stockholder will purchase such Offered Shares from the Offering Stockholder, on the proposed terms and subject to the conditions set forth below. In such case, the Xxxxxxxx Stockholders only, with the Offered Shares allocated (unless otherwise agreed by the Xxxxxxxx Stockholders requesting to purchase Offered Shares) based on the number of Offered Shares requested to be purchased by each of the Xxxxxxxx Stockholders, will be the "Purchasing Stockholder" with respect to a proposed Third-Party Sale by any Clear Channel Stockholder, and the Clear Channel Stockholders only, with the Offered Shares allocated (unless otherwise agreed by the Clear Channel Stockholders requesting to purchase Offered Shares) based on the number of Shares owned by each of the Clear Channel Stockholders who request to purchase Offered Shares (but in no event so as to require any Stockholder to purchase in excess of the number of Offered Shares requested by such Stockholder), will be the Purchasing Stockholder with respect to a proposed Third-Party Sale by any Xxxxxxxx Stockholder.,

Rights to Purchase Offered Shares. If the Non-Offering Stockholder delivers to the Offering Stockholder a written notice (an "Acceptance NoticeACCEPTANCE NOTICE") within 30 days following delivery of the Offer Notice (provided PROVIDED that if such offer relates to a proposed Transfer of Common Stock representing more than 10% of the Common Stock owned by such Offering Stockholder on the date hereof and more than two percent of the then outstanding Common Stock such Non-Offering Stockholder shall have 60 days in which to deliver such Acceptance Notice (either such period being referred to herein as the "ROFO Acceptance PeriodACCEPTANCE PERIOD")), stating that such Non-Offering Stockholder is willing to purchase all of the Offered Shares for the Offer Price and on the other terms set forth in the Offer Notice, the Offering Stockholder will sell all (but not less than all) of the Offered Shares to such Non-Offering Stockholder, and such Non-Offering Stockholder will purchase such Offered Shares from the Offering Stockholder, on the proposed terms and subject to the conditions set forth below. In such case, the Xxxxxxxx Stockholders only, with the Offered Shares allocated (unless otherwise agreed by the Xxxxxxxx Stockholders requesting to purchase Offered Shares) based on the number of Offered Shares requested to be purchased by each of the Xxxxxxxx Stockholders, will be the "Purchasing StockholderPURCHASING STOCKHOLDER" with respect to a proposed Third-Party Sale by any Clear Channel Stockholder, and the Clear Channel Stockholders only, with the Offered Shares allocated (unless otherwise agreed by the Clear Channel Stockholders requesting to purchase Offered Shares) based on the number of Shares owned by each of the Clear Channel Stockholders who request to purchase Offered Shares (but in no event so as to require any Stockholder to purchase in excess of the number of Offered Shares requested by such Stockholder), will be the Purchasing Stockholder with respect to a proposed Third-Party Sale by any Xxxxxxxx Stockholder.

Rights to Purchase Offered Shares. For purposes of this Agreement, (A) the Hampstead Stockholders (collectively and as they may allocate among themselves as set forth below) will be the "Non-Offering Stockholder" with respect to a proposed Third-Party Sale by any Crow/Wyndham Stockholder (including the Crow Interests), and (B) the Crow/Wyndham Stockholders (collectively and as they may allocate among themselves as set forth below) will be the "Non-Offering Stockholder" with respect to a proposed Third- Party Sale by any Hampstead Stockholder. If the a Non-Offering Stockholder delivers to the Offering Stockholder a written notice Notice (an "Acceptance Notice") within 30 days 10 Business Days following delivery of the Offer Notice (provided that if such offer relates to a proposed Transfer of Common Stock representing more than 10% of the Common Stock owned by such Offering Stockholder on the date hereof and more than two percent of the then outstanding Common Stock such Non-Offering Stockholder shall have 60 days in which to deliver such Acceptance Notice (either such 10 Business Day period being referred to herein as the "ROFO Acceptance Period")), ) stating that such Non-Non- Offering Stockholder is willing to purchase all of the Offered Shares for the Offer Price and on the other terms set forth in the Offer Notice, the Offering Stockholder will sell all (but not less than all) of the Offered Shares to such Non-Offering Stockholder, and such Non-Offering Stockholder will purchase such Offered Shares from the Offering Stockholder, on the proposed terms and subject to the conditions set forth below. In such case, the Xxxxxxxx Stockholders onlyHampstead Stockholders, with the Offered Shares allocated (unless otherwise agreed by the Xxxxxxxx Stockholders requesting to purchase Offered Shares) based on the number of Offered Shares requested to be purchased by each of the Xxxxxxxx Hampstead Stockholders, will be the "Purchasing Stockholder" with respect to a proposed Third-Party Sale by any Clear Channel Crow/Wyndham Stockholder, and the Clear Channel Stockholders onlyCrow/Wyndham Stockholders, with the Offered Shares allocated (unless otherwise agreed by the Clear Channel Crow/Wyndham Stockholders requesting to purchase Offered Shares) based on the number of Shares owned by each of the Clear Channel Crow/Wyndham Stockholders who request to purchase Offered Shares (but in no event so as to require any Stockholder to purchase in excess of the number of Offered Shares requested by such Stockholder), will be the "Purchasing Stockholder Stockholder" with respect to a proposed Third-Party Sale by any Xxxxxxxx Hampstead Stockholder. Notwithstanding the foregoing, Wyndham will have the prior right to elect to purchase Offered Shares proposed to be sold by the Crow Interests by delivery of an Acceptance Notice to the Offering Stockholder and the Non-Offering Stockholder during the ROFO Acceptance Period, but only if the Offered Shares constitute all of the Shares owned by the Crow Interests and only to the extent the Offered Shares, if purchased by the Hampstead Stockholders, would cause the Hampstead Stockholders to own in excess of 40% of the outstanding Shares. Any such purchase of Offered Shares by Wyndham will be on the same terms and conditions as a purchase by a Purchasing Stockholder as provided for herein. No Third-Party Sale may be effected for consideration other than cash.

Rights to Purchase Offered Shares. If the Non-Offering Stockholder Designated Buyer ------------------------------------- delivers to the Offering Stockholder Offeror a written notice (an "Acceptance Notice") within 30 days ----------------- following delivery of the Offer ROFO Notice (provided that if such offer relates to a proposed Transfer of Common Stock representing more than 10% of the Common Stock owned by such Offering Stockholder on the date hereof and more than two percent of the then outstanding Common Stock such Non-Offering Stockholder shall have 60 days in which to deliver such Acceptance Notice (either such period being referred to herein as the "ROFO Acceptance Period")), stating ---------------------- that such Non-Offering Stockholder Designated Buyer is willing to purchase all of the Offered Shares for the Offer Price and on the other terms terms, if any, as are set forth in the Offer Notice, the Offering Stockholder Offeror will sell all (but not less than all) of the Offered Shares to such Non-Offering StockholderDesignated Buyer, and such Non-Offering Stockholder Designated Buyer will purchase such Offered Shares from the Offering StockholderOfferor, on the proposed terms and subject to the conditions set forth below. In such casein the Offer Notice and below ; provided, however, that if the Offer Price -------- ------- is payable in whole or in part in property (which term shall include the securities of any issuer other than the Company) other than cash, the Xxxxxxxx Stockholders onlyDesignated Buyer may pay, with in lieu of such property, a sum of cash equal to the Offered Shares allocated (unless otherwise agreed fair market value of such property as determined by the Xxxxxxxx Stockholders requesting to purchase Offered Shares) based selling Holder and the Designated Buyer in good faith or, if the selling Holder and the Designated Buyer do not agree on the number fair market value of Offered Shares requested to be purchased by such property within five (5) days after the delivery of the Acceptance Notice, then each of the Xxxxxxxx Stockholders, will be the "Purchasing Stockholder" with respect to a proposed Third-Party Sale by any Clear Channel Stockholder, selling Holder and the Clear Channel Stockholders only, Designated Buyer shall select one nationally recognized independent appraiser (with the Offered Shares allocated (unless otherwise agreed by the Clear Channel Stockholders requesting to purchase Offered Shares) based on the number of Shares owned by each of the Clear Channel Stockholders who request to purchase Offered Shares (but in no event so as to require any Stockholder to purchase in excess selling Holder and the Designated Buyer bearing the expense of the number appraiser selected by it) to determine the fair market value of Offered Shares requested that property and the average of the appraised fair market values of that property as determined by such Stockholder), will those appraisers shall be deemed the Purchasing Stockholder with respect to a proposed Third-Party Sale by any Xxxxxxxx Stockholderfair market value of that property for purposes of this Article 3.