Common use of The ROFO Closing Clause in Contracts

The ROFO Closing. Unless the Offering Shareholder and the Purchasing Shareholders agree otherwise, the consummation of any purchase and sale of the Offered Interest by the Purchasing Shareholders pursuant to this Section 3.1 (the "ROFO Closing") will occur on the later of (A) the twentieth Business Day following the delivery of the Acceptance Notice and (B) the fifth Business Day following the date on which all necessary regulatory approvals have been received (such date being referred to herein as the "ROFO Closing Date"), at the principal executive offices of the Company at 10:00 a.m. (local time). At the ROFO Closing, (1) the Purchasing Shareholders will deliver to the Offering Shareholder by certified or official bank check or wire transfer to an account designated by the Offering Shareholder no later than two Business Days before the ROFO Closing Date an amount in next-day funds equal to the Offer Price, (2) the Offering Shareholder will deliver one or more certificates evidencing the Offered Interest, together with such other duly executed instruments or documents (executed by the Offering Shareholder) as may be reasonably requested by the Purchasing Shareholders to acquire the Offered Interest free and clear of any and all Liens, except for Liens created by federal or state securities law or the Purchasing Shareholders, and (3) the Offering Shareholder will be deemed to represent and warrant to the Purchasing Shareholder that, upon the ROFO Closing, the Purchasing Shareholders will acquire the entire record and beneficial ownership of, and good and valid title to, the Offered Interest, free and clear of any and all Liens, except for Liens created by federal and state securities laws or the Purchasing Shareholders. Each of the Purchasing Shareholders and the Offering Shareholder shall pay their respective taxes and expenses in connection with the Transfer of the Offered Interest. If any Purchasing Shareholder defaults in its obligation to pay its portion of the Offer Price at the ROFO

The ROFO Closing. Unless the Offering Shareholder and the Purchasing Shareholders agree otherwise, the The consummation of any purchase and sale of the Offered Interest Shares by the Purchasing Shareholders Stockholder pursuant to this Section 3.1 2.3 (the "ROFO ClosingCLOSING") will occur on the later of (A) the twentieth no more than five Business Day Days following the delivery of the Acceptance Notice and (B) the fifth such five Business Day following the date on which all necessary regulatory approvals have been received (such date period being referred to herein as the "ROFO Closing DateCLOSING PERIOD")) at such time and place as may be agreed upon by the Offering Stockholder and the Purchasing Stockholder or, if such parties fail to agree to such time and place, at the principal executive offices of the Company at 10:00 a.m. (local time)Central Time) on the fifth Business Day following the expiration of the ROFO Acceptance Period. At the ROFO Closing, (1i) the Purchasing Shareholders Stockholder will deliver to the Offering Shareholder Stockholder by certified or official bank check or wire transfer to an account designated by the Offering Shareholder no later than two Business Days before the ROFO Closing Date Stockholder an amount in next-day immediately available funds equal to the Offer Price, (2ii) the Offering Shareholder Stockholder will deliver one or more certificates evidencing the Offered InterestShares, together with such other duly executed instruments or documents (executed by the Offering ShareholderStockholder) as may be reasonably requested by the Purchasing Shareholders Stockholder to acquire the Offered Interest Shares free and clear of any and all Liensclaims, liens, pledges, charges, encumbrances, security interests, options, trusts, commitments and other restrictions of any kind whatsoever (collectively, "ENCUMBRANCES"), except for Liens Encumbrances created by this Agreement, federal or state securities law or the Purchasing ShareholdersStockholder or as specified in the Offer Notice, and (3iii) the Offering Shareholder Stockholder will be deemed to represent and warrant to the Purchasing Shareholder Stockholder that, upon the ROFO Closing, the Offering Stockholder will convey and the Purchasing Shareholders Stockholder will acquire the entire record and beneficial ownership of, and good and valid title to, the Offered InterestShares, free and clear of any and all LiensEncumbrances, except for Liens Encumbrances created by this Agreement, federal and state securities laws or the Purchasing Shareholders. Each of the Purchasing Shareholders and the Offering Shareholder shall pay their respective taxes and expenses Stockholder or as described in connection with the Transfer of the Offered Interest. If any Purchasing Shareholder defaults in its obligation to pay its portion of the Offer Price at the ROFONotice.

The ROFO Closing. Unless the Offering Shareholder and the Purchasing Shareholders agree otherwise, the The consummation of any purchase and sale of the Offered Interest Shares by the Purchasing Shareholders Stockholder pursuant to this Section 3.1 2.1(b) (the "ROFO Closing") will occur on the later of (A) the twentieth no more than 10 Business Day Days following the delivery of the Acceptance Notice and (B) the fifth such 10 Business Day following the date on which all necessary regulatory approvals have been received (such date period being referred to herein as the "ROFO Closing DatePeriod")) at such time and place as may be agreed upon by the Offering Stockholder and the Purchasing Stockholder or, if such parties fail to agree to such time and place, at the principal executive offices of the Company Wyndham at 10:00 a.m. (local time)Central Time) on the tenth Business Day following the expiration of the ROFO Acceptance Period. At the ROFO Closing, (1A) the Purchasing Shareholders Stockholder will deliver to the Offering Shareholder Stockholder by certified or official bank check or wire transfer to an account designated by the Offering Shareholder no later than two Business Days before the ROFO Closing Date Stockholder an amount in next-day immediately available funds equal to the Offer Price, (2B) the Offering Shareholder Stockholder will deliver one or more certificates evidencing the Offered InterestShares, together with such other duly executed instruments or documents (executed by the Offering ShareholderStockholder) as may be reasonably requested by the Purchasing Shareholders Stockholder to acquire the Offered Interest Shares free and clear of any and all Liensclaims, liens, pledges, charges, encumbrances, security interests, options, trusts, commitments and other restrictions of any kind whatsoever (collectively, "Encumbrances"), except for Liens Encumbrances created by this Agreement, federal or state securities law laws or the Purchasing ShareholdersStockholder or as specified in the Offer Notice, and (3C) the Offering Shareholder Stockholder will be deemed to represent and warrant to the Purchasing Shareholder Stockholder that, upon the ROFO Closing, the Offering Stockholder will convey and the Purchasing Shareholders Stockholder will acquire the entire record and beneficial ownership of, and good and valid title to, the Offered InterestShares, free and clear of any and all LiensEncumbrances, except for Liens Encumbrances created by this Agreement, federal and state securities laws or the Purchasing Shareholders. Each of the Purchasing Shareholders and the Offering Shareholder shall pay their respective taxes and expenses Stockholder or as described in connection with the Transfer of the Offered Interest. If any Purchasing Shareholder defaults in its obligation to pay its portion of the Offer Price at the ROFONotice.

The ROFO Closing. Unless the Offering Shareholder and the Purchasing Shareholders agree otherwise, the The consummation of any purchase and sale of the Offered Interest Shares by the Purchasing Shareholders Stockholder pursuant to this Section 3.1 2.3 (the "ROFO Closing") will occur on the later of (A) the twentieth no more than five Business Day Days following the delivery of the Acceptance Notice and (B) the fifth such five Business Day following the date on which all necessary regulatory approvals have been received (such date period being referred to herein as the "ROFO Closing DatePeriod")) at such time and place as may be agreed upon by the Offering Stockholder and the Purchasing Stockholder or, if such parties fail to agree to such time and place, at the principal executive offices of the Company at 10:00 a.m. (local time)Central Time) on the fifth Business Day following the expiration of the ROFO Acceptance Period. At the ROFO Closing, (1i) the Purchasing Shareholders Stockholder will deliver to the Offering Shareholder Stockholder by certified or official bank check or wire transfer to an account designated by the Offering Shareholder no later than two Business Days before the ROFO Closing Date Stockholder an amount in next-day immediately available funds equal to the Offer Price, (2ii) the Offering Shareholder Stockholder will deliver one or more certificates evidencing the Offered InterestShares, together with such other duly executed instruments or documents (executed by the Offering ShareholderStockholder) as may be reasonably requested by the Purchasing Shareholders Stockholder to acquire the Offered Interest Shares free and clear of any and all Liensclaims, liens, pledges, charges, encumbrances, security interests, options, trusts, commitments and other restrictions of any kind whatsoever (collectively, "Encumbrances"), except for Liens Encumbrances created by this Agreement, federal or state securities law or the Purchasing ShareholdersStockholder or as specified in the Offer Notice, and (3iii) the Offering Shareholder Stockholder will be deemed to represent and warrant to the Purchasing Shareholder Stockholder that, upon the ROFO Closing, the Offering Stockholder will convey and the Purchasing Shareholders Stockholder will acquire the entire record and beneficial ownership of, and good and valid title to, the Offered InterestShares, free and clear of any and all LiensEncumbrances, except for Liens Encumbrances created by this Agreement, federal and or state securities laws or the Purchasing Shareholders. Each of the Purchasing Shareholders and the Offering Shareholder shall pay their respective taxes and expenses Stockholder or as described in connection with the Transfer of the Offered Interest. If any Purchasing Shareholder defaults in its obligation to pay its portion of the Offer Price at the ROFONotice.

The ROFO Closing. Unless the Offering Shareholder and the Purchasing Shareholders agree otherwise, the The consummation of any purchase and sale of the ---------------- Offered Interest Shares by the Purchasing Shareholders Stockholder pursuant to this Section 3.1 2.1(b) (the "ROFO Closing") will occur on the later of (A) the twentieth no more than 10 Business Day Days following the delivery of the Acceptance Notice and (B) the fifth such 10 Business Day following the date on which all necessary regulatory approvals have been received (such date period being referred to herein as the "ROFO Closing DatePeriod")) at such time and place as may be agreed upon by the Offering Stockholder and the Purchasing Stockholder or, if such parties fail to agree to such time and place, at the principal executive offices of the Company Homegate at 10:00 a.m. (local time)Central Time) on the tenth Business Day following the delivery of the Acceptance Notice. At the ROFO Closing, (1A) the Purchasing Shareholders Stockholder will deliver to the Offering Shareholder Stockholder by certified or official bank check or wire transfer to an account designated by the Offering Shareholder no later than two Business Days before the ROFO Closing Date Stockholder an amount in next-day immediately available funds equal to the Offer Price, (2B) the Offering Shareholder Stockholder will deliver one or more certificates evidencing the Offered InterestShares, together with such other duly executed instruments or documents (executed by the Offering ShareholderStockholder) as may be reasonably requested by the Purchasing Shareholders Stockholder to acquire the Offered Interest Shares free and clear of any and all Liensclaims, liens, pledges, charges, encumbrances, security interests, options, trusts, commitments and other restrictions of any kind whatsoever (collectively, "Encumbrances"), except for Liens Encumbrances created by this Agreement, federal or state securities law laws or the Purchasing ShareholdersStockholder or as specified in the Offer Notice, and (3C) the Offering Shareholder Stockholder will be deemed to represent and warrant to the Purchasing Shareholder Stockholder that, upon the ROFO Closing, the Offering Stockholder will convey and the Purchasing Shareholders Stockholder will acquire the entire record and beneficial ownership of, and good and valid title to, the Offered InterestShares, free and clear of any and all LiensEncumbrances, except for Liens Encumbrances created by this Agreement, federal and state securities laws or the Purchasing Shareholders. Each of the Purchasing Shareholders and the Offering Shareholder shall pay their respective taxes and expenses Stockholder or as described in connection with the Transfer of the Offered Interest. If any Purchasing Shareholder defaults in its obligation to pay its portion of the Offer Price at the ROFONotice.