Common use of Transfer Pursuant to a Third Party Offer Clause in Contracts

Transfer Pursuant to a Third Party Offer. At any time Stockholder receives and desires to accept an unsolicited Third Party Offer, Stockholder shall deliver a written notice (the "THIRD PARTY OFFER NOTICE") to Stanford of such intention and stating the identity of the Third Party Offeror, the number of Class B Shares that Stockholder proposes to Transfer and the purchase price per share for such Transfer. Following, receipt of the Third Party Offer Notice, Stanford's board of directors shall determine, in its sole discretion, whether the sale to the Third Party Offeror is acceptable and shall deliver a written notice to Stockholder stating whether the sale to the Third Party Offeror is acceptable within thirty (30) days from the receipt of the Third Party Offer Notice. (A) If Stanford advises Stockholder that the sale to the Third Party Offeror is acceptable, then Stockholder may proceed with the Transfer of Class B Shares in accordance with the Third Party Offer Notice (or at a higher price). (B) If Stanford advises Stockholder that the sale to the Third Party Offeror is not acceptable, then Stockholder shall have the right to require Stanford to purchase (or to designate a Stanford Designee to purchase) all, but not less than all, of the Class B Shares specified in the Third Party Offer Notice for cash at a purchase price equal to 105% of the purchase price per share as set forth in the Third Party Offer Notice. If, for any reason other than a delay caused by Stockholder, Stanford (or a Stanford Designee) fails to complete the purchase within 180 days from its receipt of the Third Party Offer Notice, Stockholder may, but is not obligated to, Transfer the Class B Shares specified in the Third Party Offer Notice at such price as it shall deem appropriate, provided that Stockholder shall complete such Transfer within 180 days thereafter. Stockholder and Stanford expressly agree that, with respect to the first such failure of Stanford to complete the purchase of the Class B Shares as required by this clause (B), Stockholder shall have no remedies other than (1) the rights set forth in the immediately preceding sentence and (2) a right to recover from Stanford on demand Stockholder's reasonable out of pocket expenses related to the proposed sale; provided, however that such limitation on Stockholder's remedies shall only be applicable if Stanford exercised its right to purchase under this clause (B) in good faith and with the written advice of a nationally-recognized investment banking firm or financial institution that sufficient financing would be available for such transaction.

Transfer Pursuant to a Third Party Offer. At any time Stockholder Shareholder receives and desires to accept an unsolicited Third Party Offer, Stockholder Shareholder shall deliver a written notice (the "THIRD PARTY OFFER NOTICE"“Third Party Offer Notice”) to Stanford Dynegy of such intention and stating the identity of the Third Party Offeror, the number of Class B Shares that Stockholder Shareholder proposes to Transfer and the purchase price per share for such Transfer. Following, receipt of the Third Party Offer Notice, Stanford's Dynegy’s board of directors shall determine, in its sole discretion, whether the sale to the Third Party Offeror is acceptable and shall deliver a written notice to Stockholder Shareholder stating whether the sale to the Third Party Offeror is acceptable within thirty (30) days from the receipt of the Third Party Offer Notice. (A) If Stanford Dynegy advises Stockholder Shareholder that the sale to the Third Party Offeror is acceptable, then Stockholder Shareholder may proceed with the Transfer of Class B Shares in accordance with the Third Party Offer Notice (or at a higher price). (B) If Stanford Dynegy advises Stockholder Shareholder that the sale to the Third Party Offeror is not acceptable, then Stockholder Shareholder shall have the right to require Stanford Dynegy to purchase (or to designate a Stanford Dynegy Designee to purchase) all, but not less than all, of the Class B Shares specified in the Third Party Offer Notice for cash at a purchase price equal to 105% of the purchase price per share as set forth in the Third Party Offer Notice. If, for any reason other than a delay caused by StockholderShareholder, Stanford Dynegy (or a Stanford Dynegy Designee) fails to complete the purchase within 180 days from its receipt of the Third Party Offer Notice, Stockholder Shareholder may, but is not obligated to, Transfer the Class B Shares specified in the Third Party Offer Notice at such price as it shall deem appropriate, provided that Stockholder Shareholder shall complete such Transfer within 180 days thereafter. Stockholder Shareholder and Stanford Dynegy expressly agree that, with respect to the first such failure of Stanford Dynegy to complete the purchase of the Class B Shares as required by this clause (B), Stockholder Shareholder shall have no remedies other than (1) the rights set forth in the immediately preceding sentence and (2) a right to recover from Stanford Dynegy on demand Stockholder's Shareholder’s reasonable out of pocket expenses related to the proposed sale; provided, however that such limitation on Stockholder's Shareholder’s remedies shall only be applicable if Stanford Dynegy exercised its right to purchase under this clause (B) in good faith and with the written advice of a nationally-recognized investment banking firm or financial institution that sufficient financing would be available for such transaction.

Transfer Pursuant to a Third Party Offer. At any time Stockholder Shareholder receives and desires to accept an unsolicited Third Party Offer, Stockholder Shareholder shall deliver a written notice (the "THIRD PARTY OFFER NOTICEThird Party Offer Notice") to Stanford Dynegy of such intention and stating the identity of the Third Party Offeror, the number of Class B Shares that Stockholder Shareholder proposes to Transfer and the purchase price per share for such Transfer. Following, receipt of the Third Party Offer Notice, StanfordDynegy's board of directors shall determine, in its sole discretion, whether the sale to the Third Party Offeror is acceptable and shall deliver a written notice to Stockholder Shareholder stating whether the sale to the Third Party Offeror is acceptable within thirty (30) days from the receipt of the Third Party Offer Notice. (A) If Stanford Dynegy advises Stockholder Shareholder that the sale to the Third Party Offeror is acceptable, then Stockholder Shareholder may proceed with the Transfer of Class B Shares in accordance with the Third Party Offer Notice (or at a higher price). (B) If Stanford Dynegy advises Stockholder Shareholder that the sale to the Third Party Offeror is not acceptable, then Stockholder Shareholder shall have the right to require Stanford Dynegy to purchase (or to designate a Stanford Dynegy Designee to purchase) all, but not less than all, of the Class B Shares specified in the Third Party Offer Notice for cash at a purchase price equal to 105% of the purchase price per share as set forth in the Third Party Offer Notice. If, for any reason other than a delay caused by StockholderShareholder, Stanford Dynegy (or a Stanford Dynegy Designee) fails to complete the purchase within 180 days from its receipt of the Third Party Offer Notice, Stockholder Shareholder may, but is not obligated to, Transfer the Class B Shares specified in the Third Party Offer Notice at such price as it shall deem appropriate, provided that Stockholder Shareholder shall complete such Transfer within 180 days thereafter. Stockholder Shareholder and Stanford Dynegy expressly agree that, with respect to the first such failure of Stanford Dynegy to complete the purchase of the Class B Shares as required by this clause (B), Stockholder Shareholder shall have no remedies other than (1) the rights set forth in the immediately preceding sentence and (2) a right to recover from Stanford Dynegy on demand StockholderShareholder's reasonable out of pocket expenses related to the proposed sale; provided, however that such limitation on StockholderShareholder's remedies shall only be applicable if Stanford Dynegy exercised its right to purchase under this clause (B) in good faith and with the written advice of a nationally-recognized investment banking firm or financial institution that sufficient financing would be available for such transaction.

Transfer Pursuant to a Third Party Offer. At any time Stockholder Shareholder receives and desires to accept an unsolicited Third Party Offer, Stockholder Shareholder shall deliver a written notice (the "THIRD PARTY OFFER NOTICE"“Third Party Offer Notice”) to Stanford Dynegy of such intention and stating the identity of the Third Party Offeror, the number of Class B Shares that Stockholder Shareholder proposes to Transfer and the purchase price per share for such Transfer. Following, receipt of the Third Party Offer Notice, Stanford's Dynegy’s board of directors shall determine, in its sole discretion, whether the sale to the Third Party Offeror is acceptable and shall deliver a written notice to Stockholder Shareholder stating whether the sale to the Third Party Offeror is acceptable within thirty (30) days from the receipt of the Third Party Offer Notice. (A) If Stanford Dynegy advises Stockholder Shareholder that the sale to the Third Party Offeror is acceptable, then Stockholder Shareholder may proceed with the Transfer of Class B Shares in accordance with the Third Party Offer Notice (or at a higher price).. EXECUTION VERSION (B) If Stanford Dynegy advises Stockholder Shareholder that the sale to the Third Party Offeror is not acceptable, then Stockholder Shareholder shall have the right to require Stanford Dynegy to purchase (or to designate a Stanford Dynegy Designee to purchase) all, but not less than all, of the Class B Shares specified in the Third Party Offer Notice for cash at a purchase price equal to 105% of the purchase price per share as set forth in the Third Party Offer Notice. If, for any reason other than a delay caused by StockholderShareholder, Stanford Dynegy (or a Stanford Dynegy Designee) fails to complete the purchase within 180 days from its receipt of the Third Party Offer Notice, Stockholder Shareholder may, but is not obligated to, Transfer the Class B Shares specified in the Third Party Offer Notice at such price as it shall deem appropriate, provided that Stockholder Shareholder shall complete such Transfer within 180 days thereafter. Stockholder Shareholder and Stanford Dynegy expressly agree that, with respect to the first such failure of Stanford Dynegy to complete the purchase of the Class B Shares as required by this clause (B), Stockholder Shareholder shall have no remedies other than (1) the rights set forth in the immediately preceding sentence and (2) a right to recover from Stanford Dynegy on demand Stockholder's Shareholder’s reasonable out of pocket expenses related to the proposed sale; provided, however that such limitation on Stockholder's Shareholder’s remedies shall only be applicable if Stanford Dynegy exercised its right to purchase under this clause (B) in good faith and with the written advice of a nationally-recognized investment banking firm or financial institution that sufficient financing would be available for such transaction.