Common use of Terms of Offer Clause in Contracts

Terms of Offer. Notwithstanding Section 5.2(a), if the terms of -------------- any C&D Sale provide for the payment by the C&D Offeree of consideration other than cash, then the purchase price payable by each Accepting Holder (other than Westinghouse) per unit of Offered Securities shall be an amount in cash equal to the fair market value of the aggregate consideration payable by the C&D Offeree per unit of Offered Securities. For the purpose of determining the fair market value of any noncash consideration, (i) any portion of such consideration in the - form of securities shall be valued at the arithmetical average of the closing sale prices of such securities over the five trading days immediately preceding the relevant date on the national securities exchange on which such securities are listed, or, if not so listed, as reported by the National Association of Securities Dealers Automated Quotations System, or, if not so reported, at the average of the high bid and low asked quotations for the securities as reported by the National Quotations Bureau Incorporated or a similar organization, or, if no price quotations are available, such securities shall be valued by the Board of Directors of the Company in good faith as of the relevant date or, at the election (which shall be made in its Notice of Acceptance) and expense of an Accepting Holder which has succeeded by assignment to Westinghouse's rights under this Section 5 (other than Section 5.2(d)) in respect of Registrable Securities or the Option transferred by Westinghouse to such Accepting Holder, by an independent valuer with expertise in valuing such securities selected by the Company with the approval of such Accepting Holder, such approval not to be unreasonably withheld; and (ii) any other portion of such consideration shall be -- valued by the Board of Directors of the Company in good faith as of the relevant date or, at the election (which shall be made in its Notice of Acceptance) and expense of such an Accepting Holder, by an independent valuer with expertise in valuing such consideration selected by the Company with the approval of such Accepting Holder, such approval not to be unreasonably withheld.

Terms of Offer. Notwithstanding Section 5.2(a), if (a) The Class A Subscription Receipts will contain provisions with the terms of -------------- any C&D Sale provide for the payment by the C&D Offeree of consideration other than cash, then the purchase price payable by each Accepting Holder (other than Westinghouse) per unit of Offered Securities shall be an amount in cash equal to the fair market value of the aggregate consideration payable by the C&D Offeree per unit of Offered Securities. For the purpose of determining the fair market value of any noncash consideration, following terms: (i) any portion if the Corporation delivers the Class A Triggering Event Notice to the Escrow Agent before the Expiry Date, each applicable Class A Subscription Receipt will be deemed to be converted into one Common Share, without payment of additional consideration, and upon such consideration in deemed conversion the - form of securities applicable Class A Subscription Receipt shall be valued at deemed to be cancelled and of no further force or effect and the arithmetical average of Proceeds applicable to the closing sale prices of such securities over the five trading days immediately preceding the relevant date on the national securities exchange on which such securities are listedClass A Subscription Receipt, orplus any accrued interest, if not so listed, as reported will be released by the National Association of Securities Dealers Automated Quotations System, or, if not so reported, at Escrow Agent forthwith to the average of the high bid and low asked quotations for the securities as reported by the National Quotations Bureau Incorporated or a similar organization, or, if no price quotations are available, such securities shall be valued by the Board of Directors of the Company in good faith as of the relevant date or, at the election (which shall be made in its Notice of Acceptance) and expense of an Accepting Holder which has succeeded by assignment to Westinghouse's rights under this Section 5 (other than Section 5.2(d)) in respect of Registrable Securities or the Option transferred by Westinghouse to such Accepting Holder, by an independent valuer with expertise in valuing such securities selected by the Company with the approval of such Accepting Holder, such approval not to be unreasonably withheldCorporation; and and (ii) any other portion if the Expiry Date occurs before the Escrow Agent receives the Class A Triggering Event Notice, each Class A Subscription Receipt entitles the holder, upon surrender thereof to the Escrow Agent, to a return of the Class A Purchase Price plus accrued interest to the Expiry Date. (b) The Class B Subscription Receipts will contain provisions with the following terms: (i) if the Corporation delivers the Class B Triggering Event Notice to the Escrow Agent before the Expiry Date, each applicable Class B Subscription Receipt will be deemed to be converted into one Common Share, without payment of additional consideration, and upon such consideration deemed conversion the applicable Class B Subscription Receipt shall be -- valued deemed to be cancelled and of no further force or effect and the Proceeds applicable to the Class B Subscription Receipt, plus any accrued interest, will be released by the Board of Directors Escrow Agent forthwith to the Corporation; and (ii) if the Expiry Date occurs before the Escrow Agent receives the Class B Triggering Event Notice, each Class B Subscription Receipt entitles the holder, upon surrender thereof to the Escrow Agent, to a return of the Company in good faith as of Class B Purchase Price plus accrued interest to the relevant date or, at the election (which shall be made in its Notice of Acceptance) and expense of such an Accepting Holder, by an independent valuer with expertise in valuing such consideration selected by the Company with the approval of such Accepting Holder, such approval not to be unreasonably withheldExpiry Date.

Terms of Offer. Notwithstanding If Tenant shall deliver the Acceptance Notice to Landlord within the aforesaid ten (10) day period, the Refusal Space shall be added to the Premises in accordance with the terms, covenants and conditions of this Section 5.2(a)C as of the date set forth for such addition in the Terms Offer (the "Refusal Space Commencement Date") and the Refusal Space Agreement shall provide that effective as of the Refusal Space Commencement Date, if the terms Refusal Space shall be deemed included in the Premises upon all of -------------- any C&D Sale provide the same terms, covenants and conditions contained in the Lease, except that: 1. The fixed rent payable by Tenant pursuant to the Whereas clause of the Lease shall be increased by an amount (the "RS Fixed Rent") equal to ninety-five (95%) percent of the Fair Market Rent for the payment by Refusal Space as determined in accordance with Section D of this Article. 2. Article 51 of the C&D Offeree of consideration other than cash, then Lease shall only apply to the purchase price payable by each Accepting Holder (other than Westinghouse) per unit of Offered Securities Refusal Space in that the "Free Fixed Rent Period" shall be an amount in cash deemed to be the period equal to the fair market value product of (a) the Amortization Factor (hereinafter defined) multiplied by (b) eighth (8) months (the "Free RS Fixed Rent Period"), commencing on the Refusal Space Commencement Date and Tenant's occupancy during such period shall be free only of the aggregate consideration payable by RS Fixed Rent in accordance with said Article 51. 3. The Refusal Space Agreement shall contain the C&D Offeree per unit following language: "If Landlord is unable to give possession of Offered Securities. For the purpose Refusal Space to Tenant on the Refusal Space Commencement Date because of determining the fair market value holding-over or retention of possession of any noncash considerationtenant, undertenant or occupants, or for any other reason beyond Landlord's reasonable control (ia "Valid Reason"), Landlord shall not be subject to any liability for failure to give possession on said date and the validity of the Lease shall not be impaired under such circumstances, nor shall the same be construed in any wise to extend the term of the Lease, but the Refusal Space Commencement Date shall be deemed extended until the date on which Landlord shall have delivered possession thereof to Tenant (provided Tenant is not responsible for the inability to obtain possession). The provisions of this Paragraph are intended to constitute "an express provision to the contrary" within the meaning of Section 223-a of the New York Real Property Law." Notwithstanding the foregoing, if Landlord is unable to give possession of the Refusal Space to Tenant within six (6) months after the Refusal Space Commencement Date due to a Valid Reason, Tenant may, at its option, cancel this Lease as to the Refusal Space only, by giving written notice to Landlord within fifteen (15) days following the expiration of said six (6) month period. Landlord shall exercise its reasonable efforts to promptly remove any portion of such consideration holdover tenant in the - form of securities shall be valued at the arithmetical average of the closing sale prices of such securities over the five trading days immediately preceding the relevant date on the national securities exchange on which such securities are listed, or, if not so listed, as reported by the National Association of Securities Dealers Automated Quotations System, or, if not so reported, at the average of the high bid and low asked quotations for the securities as reported by the National Quotations Bureau Incorporated or a similar organization, or, if no price quotations are available, such securities shall be valued by the Board of Directors of the Company in good faith as of the relevant date or, at the election (which shall be made in its Notice of Acceptance) and expense of an Accepting Holder which has succeeded by assignment to Westinghouse's rights under this Section 5 (other than Section 5.2(d)) in respect of Registrable Securities or the Option transferred by Westinghouse to such Accepting Holder, by an independent valuer with expertise in valuing such securities selected by the Company with the approval of such Accepting Holder, such approval not to be unreasonably withheld; and (ii) any other portion of such consideration shall be -- valued by the Board of Directors of the Company in good faith as of the relevant date or, at the election (which shall be made in its Notice of Acceptance) and expense of such an Accepting Holder, by an independent valuer with expertise in valuing such consideration selected by the Company with the approval of such Accepting Holder, such approval not to be unreasonably withheldRefusal Space."

Terms of Offer. Notwithstanding Section 5.2(a)If Tenant shall deliver the Assenting Notice to Landlord within the aforesaid (10) business day period, if the terms of -------------- any C&D Sale provide for the payment by the C&D Offeree of consideration other than cash, then the purchase price payable by each Accepting Holder (other than Westinghouse) per unit of Offered Securities applicable Available Offer Space shall be an amount in cash equal added to the fair market value Demised Premises in accordance with the terms, covenants and conditions of the aggregate consideration payable by the C&D Offeree per unit of Offered Securities. For the purpose of determining the fair market value of any noncash consideration, (i) any portion of such consideration in the - form of securities shall be valued at the arithmetical average of the closing sale prices of such securities over the five trading days immediately preceding the relevant date on the national securities exchange on which such securities are listed, or, if not so listed, as reported by the National Association of Securities Dealers Automated Quotations System, or, if not so reported, at the average of the high bid and low asked quotations for the securities as reported by the National Quotations Bureau Incorporated or a similar organization, or, if no price quotations are available, such securities shall be valued by the Board of Directors of the Company in good faith this Article as of the relevant date or, at Landlord delivers vacant possession of the election Available Offer Space to Tenant (which shall be made in its Notice of Acceptancethe “Available Offer Space Commencement Date”) and expense of an Accepting Holder which has succeeded by assignment to Westinghouse's rights under this Section 5 (other than Section 5.2(d)) in respect of Registrable Securities or the Option transferred by Westinghouse to such Accepting Holder, by an independent valuer with expertise in valuing such securities selected by the Company with the approval of such Accepting Holder, such approval not to be unreasonably withheld; and (ii) any other portion of such consideration Available Offer Space Agreement shall be -- valued by the Board of Directors of the Company in good faith provide that effective as of the relevant date orAvailable Offer Space Commencement Date, at the election (which applicable Available Offer Space shall be made deemed included in the Demised Premises upon all of the same terms, covenants and conditions contained in this lease, except that: 1. The fixed rent payable by Tenant pursuant to this lease for the Available Offer Space shall be increased by an amount equal to one hundred (100%) percent of the Fair Market Rent for the applicable Available Offer Space prevailing six (6) months prior to the Available Offer Space Commencement Date as determined in accordance with the Fair Market Rent Determination Procedure modified accordingly to apply to the Available Offer Space and the Available Offer Space Commencement Date. All relevant factors, including, without limitation, the provisions of subsections 2 and 4 below, shall be taken into account in the Fair Market Rent Determination Procedure for the Available Offer Space. 2. Sections 2.06, 4.02 and 4.03 of this lease shall not apply to the Available Offer Space and Tenant agrees to accept possession of the applicable Available Offer Space in its Notice then as-is condition on the Available Offer Space Commencement Date, and Tenant shall not be entitled to any rental concession, base building work or Landlord’s Contribution unless Landlord shall, in its sole determination, elect otherwise, provided, however, that Landlord shall deliver the Available Offer Space vacant and broom clean and with all Building systems servicing the Available Offer Space in good working order. 3. The Available Offer Space Agreement shall contain the following language: "If Landlord is unable to give possession of Acceptance) the Available Offer Space to Tenant on the Available Offer Space Commencement Date because of the holding-over or retention of possession of any tenant, undertenant or occupants, or for any other reason beyond Landlord's reasonable control, Landlord shall not be subject to any liability for failure to give possession on said date and expense the validity of the Lease shall not be impaired under such circumstances, nor shall the same be construed in any wise to extend the term of the Lease, but the Available Offer Space Commencement Date shall be deemed extended until the date on which Landlord shall have delivered possession thereof to Tenant (provided Tenant is not responsible for the inability to obtain possession). If as of the intended Available Offer Space Commencement Date, any tenant or occupant is then holding over in the Available Offer Space, Landlord shall use commercially reasonable efforts, including the commencement and prosecution of summary dispossess proceedings or other similar appropriate legal action as Landlord reasonably deems necessary, to obtain vacant possession of the Available Offer Space. The provisions of this Paragraph are intended to constitute "an Accepting Holder, by an independent valuer with expertise in valuing such consideration selected by express provision to the Company with contrary" within the approval meaning of such Accepting Holder, such approval not to be unreasonably withheldSection 223-a of the New York Real Property Law."

Terms of Offer. Notwithstanding Section 5.2(a)If Tenant shall deliver the Acceptance Notice to Landlord within the aforesaid three (3) business day period, if the terms Refusal Space shall be added to the demised premises in accordance with the terms, covenants and conditions of -------------- any C&D Sale this Article as of the date set forth for such addition in the Terms Offer (the "Refusal Space Commencement Date") and the Refusal Space Agreement shall provide for that effective as of the payment by Refusal Space Commencement Date, the C&D Offeree Refusal Space shall be deemed included in the demised premises upon all of consideration other than cashthe same terms, then the purchase price covenants and conditions contained in this lease, except that: 1. The fixed rent payable by each Accepting Holder (other than Westinghouse) per unit Tenant pursuant to the Whereas clause of Offered Securities shall this lease shall, subject to increase in the same percentage as the fixed rent is adjusted therein, be increased by an amount in cash (the "RS Fixed Rent") equal to the greater of (a) the fixed rent and additional rent then payable per square foot under this lease, or (b) the fair market rental value of the aggregate consideration payable Refusal Space as reasonably determined by Landlord taking into account the C&D Offeree per unit rental rates then offered by Landlord for similar office premises in the building. 2. Article 51 of Offered Securitiesthis lease shall only apply to the Refusal Space in that the "Free Fixed Rent Period" shall be deemed to be the period equal to the product of (a) the Amortization Factor (hereinafter defined) multiplied by (b) eleven (11) months, commencing on the Refusal Space Commencement Date and Tenant's occupancy during such period shall be free only of the RS Fixed Rent in accordance with said Article 51. 3. For The Refusal Agreement shall contain the purpose following language: "If Landlord is unable to give possession of determining the fair market value Refusal Space to Tenant on the Refusal Space Commencement Date because of the holding-over or retention of possession of any noncash considerationtenant, undertenant or occupants, or for any other reason beyond Landlord's reasonable control (ia "Valid Reason"), Landlord shall not be subject to any liability for failure to give possession on said date and the validity of the Lease shall not be impaired under such circumstances, nor shall the same be construed in any wise to extend the term of the Lease, but the Refusal Space Commencement Date shall be deemed extended until the date on which Landlord shall have delivered possession thereof to Tenant (provided Tenant is not responsible for the inability to obtain possession). The provisions of this Paragraph are intended to constitute "an express provision to the contrary" within the meaning of Section 223-a of the New York Real Property Law." Notwithstanding the foregoing, if Landlord is unable to give possession of the Refusal Space to Tenant within six (6) months after the Refusal Space Commencement Date due to a Valid Reason, Tenant may, at its option, cancel this lease as to the Refusal Space only, by giving written notice to Landlord within fifteen (15) days following the expiration of said six (6) month period. Landlord shall exercise its reasonable efforts to promptly remove any portion of such consideration holdover tenant in the - form of securities shall be valued at the arithmetical average of the closing sale prices of such securities over the five trading days immediately preceding the relevant date on the national securities exchange on which such securities are listed, or, if not so listed, as reported by the National Association of Securities Dealers Automated Quotations System, or, if not so reported, at the average of the high bid and low asked quotations for the securities as reported by the National Quotations Bureau Incorporated or a similar organization, or, if no price quotations are available, such securities shall be valued by the Board of Directors of the Company in good faith as of the relevant date or, at the election (which shall be made in its Notice of Acceptance) and expense of an Accepting Holder which has succeeded by assignment to Westinghouse's rights under this Section 5 (other than Section 5.2(d)) in respect of Registrable Securities or the Option transferred by Westinghouse to such Accepting Holder, by an independent valuer with expertise in valuing such securities selected by the Company with the approval of such Accepting Holder, such approval not to be unreasonably withheld; and (ii) any other portion of such consideration shall be -- valued by the Board of Directors of the Company in good faith as of the relevant date or, at the election (which shall be made in its Notice of Acceptance) and expense of such an Accepting Holder, by an independent valuer with expertise in valuing such consideration selected by the Company with the approval of such Accepting Holder, such approval not to be unreasonably withheldRefusal Space.