Common use of Bona Fide Offer and Exercise of the Option Clause in Contracts

Bona Fide Offer and Exercise of the Option. If any Party receives or makes a bona fide offer (including without limitation any offer (a) involving the proposed transfer of all or part of the disposing Party's Percentage Interest alone or together with other interests or properties of the disposing Party, or (b) involving consideration in cash only or including non-cash consideration, either of (a) or (b) being referred to herein as a "Package Deal") which it or (as the case may be) the prospective purchaser is willing to accept for the purchase of all or a part of such Party's Percentage Interest and the prospective purchaser (whether another Party or a third party) is able to purchase such interest, the Party receiving or making said offer shall give written notice thereof to each of the other Parties, including in said notice the name and address of the prospective purchaser, the final price offered (or, where the offer forms part of a "Package Deal" then the price offered shall be (a) a reasonable and justifiable allocated cash value for the Percentage Interest to be assigned or (b) (if it is not possible to allocate a cash value on a reasonable and justifiable basis) the bona fide fair market value of the Percentage Interest to be assigned) and all other pertinent final terms and conditions of the offer (or where the offer forms part of a Package Deal, those terms and conditions which can reasonably and justifiably be attributed to the Percentage Interest to be assigned). The other Parties, for a period of sixty (60) days after the receipt of said notice, shall have the prior and preferred right and option, in proportion to their respective Percentage Interests, to purchase the interest covered by said offer at the price and according to the terms and conditions specified in said offer. If fewer than all of the other Parties desire to exercise such right and option, they shall have the right to purchase the interest covered by said offer in proportion to the respective Percentage Interests of those electing to purchase or in such other proportion as the other Parties may agree.