Common use of Transfer/Right of First Offer Clause in Contracts

Transfer/Right of First Offer. Agent shall have no right to transfer (including by way of a transfer of control of Agent) or assign this Services Agreement without the consent of Winthrop, which may be given or withheld in its sole discretion. Winthrop shall have the right to transfer its general partner interest in any or all of the Partnerships in which it acts as a general partner; provided, however, that if Winthrop elects to sell its general partnership interest in a Partnership during the term of this Services Agreement, Agent shall have the right of first offer set forth in subsection (i) to purchase such interest: (i) Winthrop shall give written notice to Agent of the price and terms on which Winthrop desires to sell the general partnership interest. Such notice shall constitute an offer by Winthrop to sell the general partnership interest to Agent on an "as is" basis, without any representations and warranties other than those as to ownership of such interest. The price offered to Agent shall be the value of the interest encumbered by this Services Agreement. Agent shall have thirty (30) days from receipt of such notice to accept the offer by giving to Winthrop within such period written notice of acceptance. If the offer is so accepted, the purchase and sale of the interest shall be consummated within sixty (60) days after such acceptance (or such longer period, not to exceed six (6) months, as may be required solely to obtain the approval of any governmental authority whose consent is required to transfer a general partnership interest in any Partnership). If the purchase transaction is not consummated within the foregoing 60-day period, Agent's rights pursuant to this Section shall terminate. (ii) In the event Agent rejects the offer or fails timely to accept the offer made pursuant to subsection (i) above, Winthrop may, during the six (6) month period next following the expiration of the 30-day offer period, enter into an agreement with any third person for the sale of the interest at a price not less than the price contained in the notice submitted to Agent and on terms not more favorable to the purchaser than the terms contained in the notice submitted to Agent. Conditions to the purchaser's obligation to buy and warranties concerning the interest shall not be deemed terms more favorable to the purchaser. If no agreement is entered into within such 6-month period, or if an agreement is entered into within such 6-month period, but the purchase transaction has not been consummated with sixty (60) days after expiration of such 6-month period (or such longer period, not to exceed six (6) months, as may be required solely to obtain the approval of any governmental authority whose consent is required to transfer a general partnership interest in any Partnership), the interest shall not thereafter be sold without first being reoffered to Agent in accordance with the terms of this Section.

Transfer/Right of First Offer. Agent shall have no right to transfer (including by way of a transfer of control of Agenta) or assign this Services Agreement without Until the consent of Winthrop, which may be given or withheld in its sole discretion. Winthrop shall have the right to transfer its general partner interest in any or all second anniversary of the Partnerships in which it acts as a general partner; provided, however, that if Winthrop elects to sell its general partnership interest in a Partnership during the term date of this Services Agreement, Agent shall have except for transfers made pursuant to Sections 2 or 3, each Minority Investor agrees not to transfer, sell, assign, pledge, hypothecate or otherwise dispose of (“Transfer”) any of its shares of Common Stock; provided that any Minority Investor may Transfer its shares of Common Stock to an Affiliate of such Minority Investor or a member of such Minority Investor, so long as such transferee agrees in writing to be bound by the right provisions of first offer set forth in subsection (i) to purchase such interest:this Agreement. (ib) Winthrop Prior to and in order to effect any Transfer, except for transfers made pursuant to Sections 2 or 3, after the second anniversary and prior to the fifth anniversary of the date hereof, each Minority Investor shall first give written notice (a “Sale Notice”) to Agent the KKR Investor stating such Minority Investor’s intention to effect such a Transfer, the number of shares of Common Stock subject to such Transfer (the “Offered Securities”), the price and terms which such Minority Investor proposes to be paid for the Offered Securities (the “First Offer Price”) and the other material terms upon which such Transfer is proposed. Upon receipt of the Sale Notice, the KKR Investor will have an irrevocable non-transferable option to purchase all of the Offered Securities at the First Offer Price and otherwise on which Winthrop desires to sell the general partnership interest. Such notice shall constitute an offer by Winthrop to sell terms and conditions described in the general partnership interest to Agent on an "as is" basis, without any representations and warranties other than those as to ownership of such interestSale Notice (the “First Offer”). The price offered to Agent shall be the value of the interest encumbered by this Services Agreement. Agent shall have thirty (30) KKR Investor shall, within 15 days from receipt of such notice to accept the offer Sale Notice, indicate if it has accepted the First Offer by giving to Winthrop within such period sending irrevocable written notice of acceptanceany such acceptance to the applicable Minority Investor (the “Acceptance Notice”), and the KKR Investor shall then be obligated to purchase all such Offered Securities on the terms and conditions set forth in the Sale Notice. If the offer is so acceptedKKR Investor declines to exercise such option, the purchase and sale of Minority Investor shall have the interest shall be consummated within sixty (60) days after such acceptance (or such longer period, not option to exceed six (6) months, as may be required solely to obtain the approval of any governmental authority whose consent is required to transfer a general partnership interest in any Partnership). If the purchase transaction is not consummated within the foregoing 60-day period, Agent's rights pursuant to this Section shall terminate. (ii) In the event Agent rejects the offer or fails timely to accept the offer made pursuant to subsection (i) above, Winthrop may, during the six (6) month period next following the expiration of the 30-day offer period, enter into an agreement with any third person definitive agreements to Transfer the Offered Securities as to which such options are not exercised to a transferee for the sale of the interest at consideration having a price value not less than 100% of the price contained in First Offer Price; provided that any such definitive agreement provides for the notice submitted consummation of such Transfer to Agent take place within two months from the date of such definitive agreement and is otherwise on terms not more favorable to the purchaser transferee in any material respect than the terms were contained in the notice submitted Sale Notice. If the KKR Investor does not exercise its option to Agent. Conditions purchase all of the Offered Securities at the First Offer Price and the Minority Investor has not entered into a definitive agreement described above within two months from the date the Acceptance Notices was due to be received by the Minority Investor, or the Minority Investor has entered into such an agreement but has not consummated the sale of such securities within two months from the date of such definitive agreement, then the provisions of this Section 6(b) shall again apply, and such selling Minority Investor shall not Transfer or offer to Transfer such Equity Securities not so Transferred without again complying with this Section 6(b). (c) Each Minority Investor agrees not to offer or Transfer any of its shares of Common Stock unless such offer or Transfer complies with the Securities Act and the rules and regulations thereunder and the state securities laws of any applicable state. (d) Any transferee of a Minority Investor (other than a transferee pursuant to the purchaser's obligation to buy and warranties concerning the interest shall provisions of Section 6(a)) will not be deemed terms more favorable to the purchaser. If no agreement is entered into within such 6-month period, or if an agreement is entered into within such 6-month period, but the purchase transaction has not been consummated with sixty (60) days after expiration of such 6-month period (or such longer period, not to exceed six (6) months, as may be required solely to obtain the approval of acquire any governmental authority whose consent is required to transfer a general partnership interest in any Partnership), the interest shall not thereafter be sold without first being reoffered to Agent in accordance with the terms of rights under this SectionAgreement.