Common use of Transfers to a Competitor Clause in Contracts

Transfers to a Competitor. Each Securityholder agrees that it shall not, except in connection with a Sale of the Company, without the approval of at least two of the Series A, B and E Preferred Directors (in the case of Transfers described in clauses (i), (iv) and (v) of this Section 4.6) and a majority of the Series C and D Preferred Directors, directly or indirectly, Transfer any of its Shares, Warrants or Options to (any of the Persons described in clauses (i) through (v) hereof is referred to herein as a "Prohibited Transferee"): (i) any entity that is engaged in owning, operating and/or managing executive office suites and providing related business support services, including secretarial, telecommunications, word processing, printing and copying; (ii) any real estate investment trust (other than Reckson Associates Realty Corp.); (iii) any direct competitor of RSI; (iv) any entity that Beneficially Owns 5 percent or more of the outstanding equity securities or voting control of a Prohibited Transferee, excluding transfers to an institutional holder that holds such equity securities or voting control as a passive investment without the right to Control such Prohibited Transferee; and (v) any Affiliate, officer or director of any Prohibited Transferee. For purposes of this Section 4.6, a Transfer shall include any indirect Transfer arising out of an acquisition of Control of RSI (provided that for this purpose no presumption of Control shall arise solely from ownership of any specific percentage of equity securities of RSI) by any of (w) CarrAmerica, (x) HQ Omni, or (y) Regus, so long as any of such Persons named in clauses (w), (x) or (y) is engaged in the executive office suite business, or (z) any other Person which owns or operates 50 executive office suite centers as its primary business (any of the foregoing Persons, a "Disqualified Transferee"), unless prior to or substantially contemporaneously with such acquisition Beneficial Ownership of the Series C and D Preferred Stock shall have been transferred to a Person that is (x) Controlled by the executive officers of RSI immediately prior to such acquisition and (y) not an Affiliate of RSI or the Disqualified Transferee following such acquisition.

Transfers to a Competitor. Each Securityholder agrees that it shall ------------------------- not, except in connection with a Sale of the Company, without the approval of at least two of the Series A, A and Series B and E Preferred Directors (in the case of Transfers described in clauses (i), (iv) and (v) of this Section 4.6) and a majority of the Series C and D Preferred Directors, directly or indirectly, Transfer any of its Shares, Warrants or Options to (any of the Persons described in clauses (i) through (v) hereof is referred to herein as a "Prohibited ---------- Transferee"): (i) any entity that is engaged in owning, operating and/or ---------- managing executive office suites and providing related business support services, including secretarial, telecommunications, word processing, printing and copying; (ii) any real estate investment trust (other than Reckson Associates Realty Corp.); (iii) any direct competitor of RSI; (iv) any entity that Beneficially Owns 5 percent or more of the outstanding equity securities or voting control of a Prohibited Transferee, excluding transfers to an institutional holder that holds such equity securities or voting control as a passive investment without the right to Control such Prohibited Transferee; and (v) any Affiliate, officer or director of any Prohibited Transferee. For purposes of this Section 4.6, a Transfer shall include any indirect Transfer arising out of an acquisition of Control of RSI (provided that for this purpose no presumption of Control shall arise solely from ownership of any specific percentage of equity securities of RSI) by any of (w) CarrAmerica, (x) HQ Omni, or (y) Regus, so long as any of such Persons named in clauses (w), (x) or (y) is engaged in the executive office suite business, or (z) any other Person which owns or operates 50 executive office suite centers as its primary business (any of the foregoing Persons, a "Disqualified Transferee"), unless prior to or substantially contemporaneously ----------------------- with such acquisition Beneficial Ownership of the Series C and D Preferred Stock shall have been transferred to a Person that is (x) Controlled by the executive officers of RSI immediately prior to such acquisition and (y) not an Affiliate of RSI or the Disqualified Transferee following such acquisition.

Transfers to a Competitor. Each Securityholder agrees that it shall notNotwithstanding anything in this Agreement to the contrary, except in connection no Equityholder may Transfer any Common Stock or Warrants to a Competitor or a Competitor Affiliate unless such Equityholder complies with the provisions of this Section 3.2. (a) No Equityholder may Transfer any Common Stock or Warrants to a Sale Competitor unless (i) such Equityholder provides prior notice to the Board disclosing the identify of the Company, without Competitor and providing such other information as the approval of at least two Board reasonably requests and such Transfer is approved by a majority of the Series Adisinterested members of the Board; or (ii) the Competitor and its Affiliates are, B and E Preferred Directors after such Transfer, the Beneficial Owners of a majority of the outstanding shares of Common Stock (on a Fully-Diluted Basis) after such Transfer and, in the case of Transfers described in clauses this clause (ii), the Competitor has offered to purchase all of the outstanding shares of Common Stock and Warrants at the same price (adjusted, as necessary, to take into account the exercise price of any Share Equivalents) and on the same terms and conditions offered to such Equityholder and purchases, simultaneously with such Transfer, all such shares of Common Stock and Warrants that are tendered to it at or prior to the time of such Transfer. (b) No Equityholder may Transfer any Common Stock or Warrants to a Competitor Affiliate unless (i)) such Equityholder provides prior notice to the Board disclosing the identify of the Competitor Affiliate and providing such other information as the Board reasonably requests and the Board does not provide notice to such Equityholder, within 30 days after receiving such information, that the Board has determined that having such Competitor Affiliate as an Equityholder (iventitled to rights as set forth in this Agreement or under law) could reasonably be expected to be detrimental to the Company; (ii) immediately prior to such Transfer, such Equityholder delivers to the Company (A) all shares of Class A Common Stock or Class B Common Stock to be Transferred to the Competitor Affiliate in exchange for an equivalent number of shares of Nonvoting Common Stock and such Equityholder only Transfers such Nonvoting Common Stock to the Competitor Affiliate and (vB) all Warrants to purchase Class A Common Stock to be Transferred to the Competitor Affiliate in exchange for new Warrants to purchase an equivalent number of this Section 4.6shares of Nonvoting Common Stock and such Equityholder only Transfers such new Warrants to purchase Nonvoting Common Stock to the Competitor Affiliate; or (iii) the Competitor Affiliate and its Affiliates are, after such Transfer, the Beneficial Owners of a majority of the Series C and D Preferred Directorsoutstanding shares of Common Stock (on a Fully-Diluted Basis) after such Transfer and, directly or indirectly, Transfer any in the case of its Shares, Warrants or Options to (any of the Persons described in clauses (i) through (v) hereof is referred to herein as a "Prohibited Transferee"): (i) any entity that is engaged in owning, operating and/or managing executive office suites and providing related business support services, including secretarial, telecommunications, word processing, printing and copying; (ii) any real estate investment trust (other than Reckson Associates Realty Corp.); this clause (iii) any direct competitor of RSI; (iv) any entity that Beneficially Owns 5 percent or more ), the Competitor Affiliate has offered to purchase all of the outstanding equity securities or voting control shares of a Prohibited TransfereeCommon Stock and Warrants at the same price (adjusted, excluding transfers as necessary, to an institutional holder that holds such equity securities or voting control as a passive investment without take into account the right to Control such Prohibited Transferee; and (v) any Affiliate, officer or director exercise price of any Prohibited Transferee. For purposes Share Equivalents) and on the same terms and conditions offered to such Equityholder and purchases, simultaneously with such Transfer, all such shares of this Section 4.6, a Transfer shall include any indirect Transfer arising out of an acquisition of Control of RSI (provided Common Stock and Warrants that for this purpose no presumption of Control shall arise solely from ownership of any specific percentage of equity securities of RSI) by any of (w) CarrAmerica, (x) HQ Omni, are tendered to it at or (y) Regus, so long as any prior to the time of such Persons named Transfer. (c) For the avoidance of doubt, any offer described in clauses clause (w), (xa)(ii) or (yb)(iii) is engaged in above shall remain open until the executive office suite business, or (z) any other Person which owns or operates 50 executive office suite centers as its primary business (any closing of the foregoing Personscontemplated Transfer and any Equityholder that initially declined such offer may nevertheless tender Warrants or shares of outstanding Common Stock to be purchased by the Competitor or Competitor Affiliate, a "Disqualified Transferee")as the case may be, unless on the terms and conditions of such offer prior to or substantially contemporaneously with such acquisition Beneficial Ownership the closing of the Series C and D Preferred Stock shall have been transferred to a Person that is (x) Controlled by the executive officers of RSI immediately prior to such acquisition and (y) not an Affiliate of RSI or the Disqualified Transferee following such acquisitioncontemplated Transfer.