Common use of Sales of Company Interests to Third Parties Clause in Contracts

Sales of Company Interests to Third Parties. If, at any time, either of the Members shall receive from a single third party (the “Offeror”) a bona fide offer (the “Offer”), in writing, signed by the Offeror setting forth all the material terms of the Offer for such Member’s entire equity interest in the Company (which shall include any and all Company interests held by Persons that acquired their interests from such Member) (“Entire Interest”), including a statement and calculation of the cash value of any non-cash consideration to be delivered for all or any portion of the Entire Interest (the “Cash Value”), then the Member who shall have received such Offer (the “Receiving Member”) shall, if it wishes to accept the Offer, forward a true copy thereof to the other Member (the “Non-Receiving Member”), together with reasonable information as to the identity of the Offeror (e.g., its partners, members, directors, officers and controlling shareholders) and the terms of the Offer. (a) In such event, the Non-Receiving Member may, within seventy-five (75) days after receiving a copy of the Offer from the Receiving Member, either (1) notify the Receiving Member of the Non-Receiving Member’s intent to purchase the Receiving Member’s Entire Interest upon the same terms and conditions contained in the Offer except as to date, hour and place of closing and as otherwise provided below in this item (1). If the Offer proposes an acquisition of the Receiving Member’s Entire Interest for consideration that is in whole or in part other than cash, the Non-Receiving Member shall be entitled to purchase the Receiving Member’s Entire Interest for cash in an amount equal to the sum of any cash to have been paid pursuant to the Offer plus the Cash Value, if any. Notice of election to purchase shall be addressed to the Receiving Member and shall provide for the consummation of the transaction on the date set forth in the notice of acceptance, which date, subject to the terms of this Section below, shall be not more than thirty (30) days after the conclusion of the initial seventy-five (75) day period referenced in Section 10.2(a). Such notice shall also set forth the hour and place of closing which shall be in the offices of the seller’s counsel set forth in Section 15.1, during usual business hours; or (2) notify the Receiving Member that the Non-Receiving Member does not elect to purchase the Receiving Member’s Entire Interest on the terms and conditions contained in the Offer. If the Non-Receiving Member elects to purchase the Receiving Member’s Entire Interest in accordance with subsection (a)(l) of this Section 10.2, then the Receiving Member shall be obligated to sell and transfer its Entire Interest to the Non-Receiving Member in accordance with the terms and conditions of the Offer and notice of election provided for in subsection (a)(l). (b) If the Non-Receiving Member does not exercise the aforesaid right to purchase, then the Receiving Member shall have the right to sell its Entire Interest to the party referenced at a price equal to not less than ninety-five percent (95%) of that set forth in the Offer. (c) If the Non-Receiving Member does not exercise its rights under Section 10.2(a)(l), then, upon the assignment to the Offeror, the Offeror shall be admitted as a Member of the Company in place of the Receiving Member which shall have sold its interest. As a condition precedent to the foregoing, the Offeror shall execute and deliver an instrument, in substance and form satisfactory to the Non-Receiving Member, assuming and agreeing to perform the terms and conditions of this Agreement as provided in Section 10.3, and such other documents as the Non-Receiving Member may reasonably require in order to effectuate the foregoing. (d) In connection with the sale of one Member’s Entire Interest to the other Member pursuant to this section, all of the provisions of Section 10.8 shall be applicable to such sale, except that for the purposes of this Section 10.2, the date the Non-Receiving Member receives a copy of the Offer from the Receiving Member shall be the governing date referred to in Sections 10.8(e) and 10.8(f), rather than the date of giving of the notice of election or the Notice Date. (e) Whether or not any transaction contemplated by the foregoing provisions of this Section 10.2 is consummated pursuant to the provisions of the Offer and within the period provided in Section 10.2(b), all the provisions of this Section 10.2 shall apply to any subsequent offer or offers of a Member’s Entire Interest or to any sale of a Member’s Entire Interest which is not consummated within such period.

Sales of Company Interests to Third Parties. If, at any time, either of the Members shall receive from a single third party an Institutional Investor (the “Offeror”) a bona fide offer (the “Offer”), in writing, signed by the Offeror setting forth all the material terms of the Offer for such Member’s entire equity interest in the Company (which shall include any and all interests in the Company interests held by Persons persons that acquired their interests from such Member) and all unpaid Member Loans made by such Member (collectively, such Member’s “Entire Interest”), including a statement and calculation of the cash value value, as reasonably determined by such Member, of any non-cash consideration to be delivered for all or any portion of the Entire Interest (the “Cash Value”), then the Member who shall have received such Offer (the “Receiving Member”) shall, if it wishes to accept the Offer, forward a true and complete copy thereof to the other Member (the “Non-Receiving Member”), together with reasonable information as to the identity of the Offeror (e.g., its partners, members, partners or directors, officers and controlling shareholders) and the terms of the Offer. (a) In such event, the Non-Receiving Member may, within seventy-five thirty (7530) days after receiving a copy of the Offer from the Receiving Member, either: (1) notify the Receiving Member of the Non-Receiving Member’s intent to purchase the Receiving Member’s Entire Interest upon the same terms and conditions contained in the Offer Offer, except as to date, hour and place of closing and as otherwise provided below in this item (1). If the Offer proposes an acquisition of the Receiving Member’s Entire Interest for consideration that is in whole or in part other than cash, the Non-Receiving Member shall be entitled to purchase the Receiving Member’s Entire Interest for cash in an amount equal to the sum of any cash to have been paid pursuant to the Offer plus the Cash Value, if anyany (the “Third Party Sale Amount”). Notice of election to purchase the Receiving Member’s Entire Interest shall be addressed to the Receiving Member and shall provide for the consummation of the transaction on the date set forth in the notice of acceptanceelection, which date, subject to the terms of this Section below, date shall be not more than thirty (30) days after receipt by the conclusion Receiving Member of the initial seventyNon-five (75) day period referenced in Section 10.2(a)Receiving Member’s notice. Such notice shall also set forth the hour and place of closing closing, which shall be in the offices of the seller’s counsel set forth in Section 15.1herein, during usual business hours; or hours and such notice shall be accompanied by a deposit in an amount equal to five percent (25%) notify of the Receiving Member that Third Party Sale Amount which amount shall be non-refundable except in the Non-Receiving Member does not elect to purchase event of any default by the Receiving Member’s Entire Interest on the terms and conditions contained in the Offer. If the Non-Receiving Member elects to purchase the Receiving Member’s Entire Interest in accordance with subsection (a)(l) of this Section 10.27.02(a)(1), then the Receiving Member shall be obligated to sell and transfer its Entire Interest to the Non-Receiving Member in accordance with the terms and conditions of the Offer and notice of election provided for in subsection Section 7.02(a)(1); or (a)(l2) notify the Receiving Member that the Non-Receiving Member objects for reasonable reasons to the Offeror becoming a Member in the Company. If the Non-Receiving Member shall not have given notice of such objection within such thirty (30) day period, it shall thereafter have no option to dissolve the Company as provided in Section 7.02(b). (b) If the Non-Receiving Member does not exercise the aforesaid its right to purchasepurchase as described above and has objected on reasonable grounds within the required thirty (30) day period to the Offeror becoming a Member in the Company, then the Receiving Member shall have the right and option (to be exercised by notice to the Non-Receiving Member to such effect within thirty (30) days after the Receiving Member shall have received such notice of objection from the Non-Receiving Member in the manner provided in Section 7.02(a)(2)) either to (i) retain its Entire Interest and not proceed with a sale of it to the Offeror or (ii) subject to the terms of this Section 7.02, sell its Entire Interest to the party referenced at a price equal to not less than ninety-five percent (95%) of that set forth Offeror upon the terms submitted in the Offer, and upon the Offeror’s complying with the provisions of Sections 7.03 and 7.04, the assignee shall become a Member in place of the Receiving Member. Any assignment of the Receiving Member’s Entire Interest to the Offeror pursuant to Section 7.02(b)(ii) shall give the Non-Receiving Member the option (to be exercised within sixty 60 days after receipt by the Non-Receiving Member of notice that such assignment has been completed) to dissolve the Company pursuant to Article XI. The Receiving Member shall deliver notice to the Non-Receiving Member of the completion of an assignment of its Entire Interest pursuant to Section 7.02(b)(ii) within five (5) days of such completion. (c) If the Non-Receiving Member does not exercise neither exercises its rights under Section 10.2(a)(l7.02(a)(1) nor objects to the sale of the Receiving Member’s Entire Interest to the Offeror pursuant to Section 7.02(a)(2), then, upon the assignment of the Receiving Member’s Entire Interest to the Offeror, the Offeror shall be admitted as a Member of the Company in place of the Receiving Member Member, which shall have sold its interestEntire Interest. As a condition precedent to the foregoing, the Offeror shall execute and deliver an instrument, in substance and form reasonably satisfactory to the Non-Receiving Member, assuming and agreeing to perform the terms and conditions of this Agreement as provided in Section 10.37.03, and such other documents as the Non-Receiving Member may reasonably require in order to effectuate the foregoing. (d) In connection with the sale of one Member’s Entire Interest to the other Member pursuant to this section, all of the provisions of Section 10.8 shall be applicable to such sale, except that for the purposes of this Section 10.2, the date the Non-Receiving Member receives a copy of the Offer from the Receiving Member shall be the governing date referred to in Sections 10.8(e) and 10.8(f), rather than the date of giving of the notice of election or the Notice Date. (e) Whether or not any transaction contemplated by the foregoing provisions of this Section 10.2 7.02 is consummated pursuant to the provisions of the Offer and within the period provided in Section 10.2(b)Offer, all the provisions of this Section 10.2 7.02 shall apply to any subsequent offer or offers of to purchase a Member’s Entire Interest or to any sale of a Member’s Entire Interest which is not consummated within such periodInterest.

Sales of Company Interests to Third Parties. If, at Any Member wishing to exercise its rights under this Section 7.2 shall provide the other Member not more than 120 days and not less than 30 days advance written notice prior to initiating an Offer pursuant to this Section 7.2. If any time, either time after the eighteen (18) month anniversary of the Members shall receive from a single third party date of this Agreement any Member desires to offer for sale either (a) its Entire Interest other than as provided in Section 7.1 or (b) up to 49% of such Member’s Economic Interest, and in each case only to Institutional Investors, prior to commencing formal marketing or sales efforts, such Member (the “Offeror”) a bona fide offer shall first deliver to the other Member (the “OfferOfferee”), in writing, ) a notice signed by the Offeror setting forth all the material terms of the Offer for such Member’s entire equity interest in offer (the Company (which shall include any and all Company interests held by Persons that acquired their interests from such Member) (“Entire InterestOffer”), including the conditions to closing and a statement and calculation of the cash value value, as reasonably determined by the Offeror, of any non-cash consideration to be delivered for all or any portion of the Entire Interest in connection with such Offer (the “Cash Value”), then the Member who shall have received such Offer (the “Receiving Member”) shall, if it wishes to accept the Offer, forward a true copy thereof to the other Member (the “Non-Receiving Member”), together with reasonable information as to the identity of the Offeror (e.g., its partners, members, directors, officers and controlling shareholders) and the terms of the Offer. (a) In such event, the Non-Receiving Member Offeree may, within seventy-five thirty (7530) days after receiving a copy of the Offer from the Receiving MemberOfferor, either: (1i) notify the Receiving Member Offeror of the Non-Receiving MemberOfferee’s intent to purchase the Receiving MemberOfferor’s Entire Interest or applicable portion of the Economic Interest, as applicable, (the “Proffered Interest”) upon the same terms and conditions conditions, including any seller financing, contained in the Offer Offer, except as to date, hour date and place of closing and as otherwise provided below in this item (1i). If the Offer proposes an acquisition of the Receiving Member’s Entire Interest for consideration that is in whole or in part other than cash, the Non-Receiving Member Offeree shall be entitled to purchase the Receiving Member’s Entire Proffered Interest for cash the same consideration less, in an amount equal to the sum case of a sale of the Entire Interest, any cash to have been paid pursuant to the Offer plus the Cash ValueMember Loans (and interest thereon), if anyheld by Offeree. Notice of election to purchase the Offeror’s Proffered Interest shall be addressed to the Receiving Member Offeror and shall provide for the consummation of the transaction on the date set forth in the notice of acceptanceelection, which date, subject to the terms of this Section below, date shall be not more than thirty (30) days after receipt by the conclusion Offeror of the initial seventy-five (75) day period referenced in Section 10.2(a)Offeree’s notice of election to purchase. Such notice shall also set forth the hour date and place of closing closing, which shall be in the offices of the seller’s counsel set forth in Section 15.1herein, during usual business hours; or hours and such notice shall be accompanied by a deposit in an amount equal to ten percent (210%) notify of the Receiving Member that Third Party Sale Amount (including the NonCash Value of non-Receiving Member does not elect cash consideration) which amount shall be non-refundable except in the event of any default by the Offeror or a failure by the Offeror to purchase satisfy the Receiving Member’s Entire Interest on the terms and conditions contained to closing set forth herein or described in the Offer. If the Non-Receiving Member Offeree elects to purchase the Receiving MemberOfferor’s Entire Proffered Interest in accordance with subsection (a)(l) of this Section 10.27.2(a)(i), then the Receiving Member Offeror shall be obligated to sell and transfer its Entire Proffered Interest to the Non-Receiving Member Offeree in accordance with the terms and conditions of the Offer and notice of election provided for in subsection this Section 7.2(a)(i); provided that the closing date may be extended by not more than thirty (a)(l).30) days if all third party releases and consents required for the Transfer have not been obtained after reasonable efforts; or (bii) If notify the Non-Receiving Member does not exercise Offeror that it has no objection to the aforesaid right to purchase, then Offeror selling the Receiving Member shall have the right to sell its Entire Proffered Interest to an Institutional Investor pursuant to the party referenced Offer, in which event the Offeror may sell the Proffered Interest to an Institutional Investor upon the same terms and conditions contained in the Offer (provided, that the Offeror may sell the Proffered Interest at a price equal to not less than ninety-five percent (or in excess of 95%) % of that the price set forth in the Offer. (c) If the Non-Receiving Member does not exercise its rights under Section 10.2(a)(l), then, upon subject to compliance with the assignment to the Offeror, the Offeror shall be admitted as a Member provisions of the Company in place remainder of this Article VII. The Offeror must complete any such assignment within one hundred eighty (180) days after the expiration of the Receiving Member which shall have sold its interestOfferee’s thirty (30) day election period. As a condition precedent to the foregoing, the Offeror shall execute and deliver an instrument, in substance and form satisfactory to the Non-Receiving Member, assuming and agreeing to perform the terms and conditions of this Agreement as provided in Section 10.3, and such other documents as the Non-Receiving Member may reasonably require in order to effectuate the foregoing. (d) In connection with the sale of one Member’s Entire the Proffered Interest by the Offeror, the Offeree and its Affiliates shall promptly cooperate in all manners reasonably required in order for the Offeror to promptly and efficiently complete such sale, including, in the same manner as is required of the Hold Member with respect to the other Member Portfolio pursuant to Section 7.4(f) below. If the Offeree shall not have given written notice to the Offeror, as described in subsections (i) or (ii) above, within such 30-day period, it shall be deemed to have exercised the option provided in subsection (ii) above. (iii) Any sale of an Economic Interest must provide that such Economic Interest is subject to the right of first offer provisions of this sectionSection 7.2, all of the buy/sell provisions of Section 10.8 7.3 in the event of a subsequent sale of an Entire Interest and the right of first offer provisions of Section 7.4. For avoidance of doubt, any offer to a Member of an Entire Interest includes any and all Economic Interests previously Transferred by the Offeror; and, any Preferred Interests previously Transferred by the Offeror shall be applicable subject to such sale, except that for the purposes of this Section 10.2, the date the Non-Receiving Member receives a copy of the Offer from the Receiving Member shall be the governing date referred to in Sections 10.8(e) and 10.8(f7.1(b), rather than the date of giving of the notice of election or the Notice Date. (eb) Whether or not any transaction contemplated by the foregoing provisions of this Section 10.2 7.2 is consummated pursuant to the provisions of the Offer and within the period provided in Section 10.2(b)Offer, all the provisions of this Section 10.2 7.2 shall apply to any subsequent offer or offers to purchase all or any portion of a Member’s Entire Interest Company Interest, except as provided in Section 7.1. If any new Member is admitted pursuant to this Section 7.2, then such new Member may not exercise any rights to initiate a “buy/sell” procedure pursuant to Section 7.3 or to any initiate the provisions of Section 7.4 for a period of twelve (12) months. (c) From and after receipt by the Offeree of a copy of the Offer from the Offeror related to the sale of a MemberProffered Interest and until the earlier of (i) closing of any transfer of a Proffered Interest pursuant to this Section 7.2 and (ii) ninety (90) days following receipt by the Offeree of a copy of the Offer from the Offeror, Ashford’s Entire Interest which is not consummated within such periodand PRISA III’s rights to initiate a “buy/sell” procedure pursuant to Section 7.3 and to initiate the provisions of Section 7.4 and Section 7.5 shall be suspended.

Sales of Company Interests to Third Parties. If, at any time, either of the Members shall receive from a single third party an Institutional Investor (the “Offeror”) a bona fide offer (the “Offer”), in writing, signed by the Offeror setting forth all the material terms of the Offer for such Member’s entire equity interest in the Company (which shall include any and all interests in the Company interests held by Persons persons that acquired their interests from such Member) and all unpaid Member Loans made by such Member (collectively, such Member’s “Entire Interest”), including a statement and calculation of the cash value value, as reasonably determined by such Member, of any non-cash consideration to be delivered for all or any portion of the Entire Interest (the “Cash Value”), then the Member who shall have received such Offer (the “Receiving Member”) shall, if it wishes to accept the Offer, forward a true and complete copy thereof to the other Member (the “Non-Receiving Member”), together with reasonable information as to the identity of the Offeror (e.g., its partners, members, partners or directors, officers and controlling shareholders) and the terms of the Offer. (a) In such event, the Non-Receiving Member may, within seventy-five thirty (7530) days after receiving a copy of the Offer from the Receiving Member, either: (1) notify the Receiving Member of the Non-Receiving Member’s intent to purchase the Receiving Member’s Entire Interest upon the same terms and conditions contained in the Offer Offer, except as to date, hour and place of closing and as otherwise provided below in this item (1). If the Offer proposes an acquisition of the Receiving Member’s Entire Interest for consideration that is in whole or in part other than cash, the Non-Receiving Member shall be entitled to purchase the Receiving Member’s Entire Interest for cash in an amount equal to the sum of any cash to have been paid pursuant to the Offer plus the Cash Value, if anyany (the “Third Party Sale Amount”). Notice of election to purchase the Receiving Member’s Entire Interest shall be addressed to the Receiving Member and shall provide for the consummation of the transaction on the date set forth in the notice of acceptanceelection, which date, subject to the terms of this Section below, date shall be not more than thirty (30) days after receipt by the conclusion Receiving Member of the initial seventy-five (75) day period referenced in Section 10.2(a)Non- Receiving Member’s notice. Such notice shall also set forth the hour and place of closing closing, which shall be in the offices of the seller’s counsel set forth in Section 15.1herein, during usual business hours; or hours and such notice shall be accompanied by a deposit in an amount equal to five percent (25%) notify of the Receiving Member that Third Party Sale Amount which amount shall be non-refundable except in the Non-Receiving Member does not elect to purchase event of any default by the Receiving Member’s Entire Interest on the terms and conditions contained in the Offer. If the Non-Receiving Member elects to purchase the Receiving Member’s Entire Interest in accordance with subsection (a)(l) of this Section 10.27.02(a)(1), then the Receiving Member shall be obligated to sell and transfer its Entire Interest to the Non-Receiving Member in accordance with the terms and conditions of the Offer and notice of election provided for in subsection Section 7.02(a)(l); or (a)(l2) notify the Receiving Member that the Non-Receiving Member objects for reasonable reasons to the Offeror becoming a Member in the Company. If the Non-Receiving Member shall not have given notice of such objection within such thirty (30) day period, it shall thereafter have no option to dissolve the Company as provided in Section 7.02(b). (b) If the Non-Receiving Member does not exercise the aforesaid its right to purchasepurchase as described above and has objected on reasonable grounds within the required thirty (30) day period to the Offeror becoming a Member in the Company, then the Receiving Member shall have the right and option (to be exercised by notice to the Non-Receiving Member to such effect within thirty (30) days after the Receiving Member shall have received such notice of objection from the Non-Receiving Member in the manner provided in Section 7.02(a)(2)) either to (i) retain its Entire Interest and not proceed with a sale of it to the Offeror or (ii) subject to the terms of this Section 7.02, sell its Entire Interest to the party referenced at a price equal to not less than ninety-five percent (95%) of that set forth Offeror upon the terms submitted in the Offer, and upon the Offerer’s complying with the provisions of Sections 7.03 and 7.04, the assignee shall become a Member in place of the Receiving Member. Any assignment of the Receiving Member’s Entire Interest to the Offeror pursuant to Section 7.02(b)(ii) shall give the Non-Receiving Member the option (to be exercised within sixty 60 days after receipt by the Non-Receiving Member of notice that such assignment has been completed) to dissolve the Company pursuant to Article XI. The Receiving Member shall deliver notice to the Non-Receiving Member of the completion of an assignment of its Entire Interest pursuant to Section 7.02(b)(iii) within five (5) days of such completion. (c) If the Non-Receiving Member does not exercise neither exercises its rights under Section 10.2(a)(l7.02(a)(1) nor objects to the sale of the Receiving Member’s Entire Interest to the Offeror pursuant to Section 7.02(a)(2), then, upon the assignment of the Receiving Member’s Entire Interest to the Offeror, the Offeror shall be admitted as a Member of the Company in place of the Receiving Member Member, which shall have sold its interestEntire Interest. As a condition precedent to the foregoing, the Offeror shall execute and deliver an instrument, in substance and form reasonably satisfactory to the Non-Receiving Member, assuming and agreeing to perform the terms and conditions of this Agreement as provided in Section 10.37.03, and such other documents as the Non-Receiving Member may reasonably require in order to effectuate the foregoing. (d) In connection with the sale of one Member’s Entire Interest to the other Member pursuant to this section, all of the provisions of Section 10.8 shall be applicable to such sale, except that for the purposes of this Section 10.2, the date the Non-Receiving Member receives a copy of the Offer from the Receiving Member shall be the governing date referred to in Sections 10.8(e) and 10.8(f), rather than the date of giving of the notice of election or the Notice Date. (e) Whether or not any transaction contemplated by the foregoing provisions of this Section 10.2 7.02 is consummated pursuant to the provisions of the Offer and within the period provided in Section 10.2(b)Offer, all the provisions of this Section 10.2 7.02 shall apply to any subsequent offer or offers of to purchase a Member’s Entire Interest or to any sale of a Member’s Entire Interest which is not consummated within such periodInterest.