Common use of First Offer Right Clause in Contracts

First Offer Right. (i) At any time any Member proposes to Transfer to a third party any Company Secutities issued to such Member, such Member shall deliver written notice (the "Offer") to the Company and each other Member which shall set forth the number of such Company Securities (the "Member Securities") and the terms on which the Member Securities are to be offered. Within 20 days following the effectiveness of the offer, each other Member shall give notice (the "Purchase Notice") to such Member, with a copy to the Company, stating the maximum percentage of the Secutities each such other Member is willing to purchase upon the terms set forth in the Offer. (ii) For the purpose of this Section 3.3, if any Member does not deliver a Purchase Notice within the time required by this Section 3.3 such Member shall be deemed to have provided a Purchase Notice on the last day on which a Purchase Notice may be provided specifying no interest in purchasing the Member Securities. (iii) In the event that the total number of Member Securities that the other Members are willing to purchase from such selling Member equals the number of offered Member Securities, then such selling Member shall be bound to sell to the other Members and the other Members shall be bound to purchase from such Member the Member Securities. If the total number of Member Securities that the other Members are willing to purchase from such selling Member is less than the number of offered Member Securities, then, such selling Member shall be permitted to sell all, but not less than all, of the Member Securities to a third party on terms not less favorable than those set forth in the Offer. If the total number of Member Securities that the other Members are willing to purchase from such selling Member is more than the number of offered Member Securities, then, each other Member shall be permitted to purchase up to its ratable portion of the Member Securities based on its current interest in the Company Securities on an as converted or exercised basis. (iv) The closing of the sale of the Member Securities to the other Members shall occur at such selling Member's election at a time and place specified by such selling Member during business hours and no more than 180 days after the delivery of the Offer. In the event that the other Members do not purchase the Member Securities within such 180 day period, such selling Member may sell the offered Member Securities to a third party. (v) If, prior to the closing of the sale of the Members Securities, such selling Member receives an offer to purchase the Member Securities from a third party at a price that is greater than that in the Offer, the other Members shall have not less than 20 days to accept such higher price before any Member Securities are sold to a third party. (vi) Notwithstanding the foregoing, if approved in accordance with Section 1.5 of Article VI, the Company may repurchase the Member Securities (to the exclusion of the other Members) from the offering Member, subject to compliance by the Company with the procedures set forth in the foregoing clauses of this Section 3.3 with respect to Members (other than the offering Member). 4. DISPOSITION NOT IN COMPLIANCE WITH THIS ARTICLE VOID - Any attempted Disposition of Membership Interest or other Company Securities, or any part thereof, not incompliance with this Article is null and void ab initio.

First Offer Right. (a) If any Member desires to Transfer (a "Selling Member") any of or all its Units, Operating Company Shares or Convertible Securities to any third party, whether or not such third party has been identified (the "Proposed Sale"), other than (i) At any time any Member proposes to Transfer to a third party any Company Secutities issued Permitted Transferee, (ii) pursuant to such Memberthe Registration Rights Agreement, such (iii) pursuant to Rule 144, or (iv) pursuant to Section 9.4, Section 9.5 or Section 9.6, the Selling Member first shall deliver written give a notice (the "OfferFirst Offer Notice") of such desire to the Company and each other Member which Member. The First Offer Notice shall set forth specify (A) the number of such Units, Operating Company Securities Shares or Convertible Securities, as the case may be, proposed to be sold (the "Member Offered Securities"), (B) and the terms on which the Member Securities are consideration to be offered. Within 20 days following paid for each Offered Security (expressed on a per Operating Company Share basis) (the effectiveness "Offer Price"), (C) the identity of the offerprospective transferee(s) (if any), each and (D) the other terms and conditions of the Proposed Sale. Each other Member shall give have the right to purchase its Proportionate Interest of the Offered Securities at the Offer Price and on the other terms and conditions of the Proposed Sale specified in the First Offer Notice by giving notice (the "Purchase Acceptance Notice") to such Memberthe Selling Member within ten days after receipt of the First Offer Notice. Any Member that elects to purchase its Proportionate Interest also may indicate in its Acceptance Notice, with if it so elects, its desire to purchase a copy to portion of the CompanyOffered Securities in excess of its Proportionate Interest, stating the maximum percentage dollar amount of such excess (the "Excess Amount"). If one or more Members decline to participate in such purchase or elect to purchase less than such Member's Proportionate Interest, then the pro rata participations or the balance of such participations of such Members shall automatically be deemed to be accepted by any Member which sets forth an Excess Amount in its Acceptance Notice in an amount not greater than such Excess Amount, such acceptance to be allocated among such Members in proportion to their respective Proportionate Interests and, if the portion of the Secutities each Offered Securities allocable to any accepting Member exceeds its Excess Amount, such other Member is willing excess shall be allocated among the remaining Members electing to purchase upon an Excess Amount in proportion to their respective Proportionate Interests, and such procedure shall be employed until the terms set forth in entire Excess Amount of Member electing to purchase an Excess Amount has been satisfied or all the OfferOffered Securities have been allocated. (iib) For As used herein, the purpose term "Proportionate Interest" of a Member means the percentage of Offered Securities offered by a Selling Member which such Member is entitled to purchase pursuant to Section 9.2(a). Such percentage, as to each Member shall be determined by dividing the number of Operating Company Share Equivalents then owned by such Member by the aggregate number of Operating Company Share Equivalents then owned by all Members who are entitled to purchase the Offered Securities pursuant to this Section 3.3, if any Member does not deliver a Purchase Notice 9.2(a). (c) If the Members fail to elect to purchase the entire Offered Securities within the time required by this period specified in Section 3.3 such 9.2(a) (and after compliance with Section 9.3 in the case of any Kenner Member), then the Selling Member (i) shall be deemed under no obligation to have provided a Purchase Notice on the last day on which a Purchase Notice may be provided specifying no interest in purchasing the Member Securities. Transfer any Offered Securities to any Member, and (iiiii) In the event that the total number of Member Securities that the other Members are willing to purchase from such selling Member equals the number of offered Member Securities, then such selling Member shall be bound to sell subject to the other Members and provisions of Section 9.2(d), shall have the other Members shall be bound right to purchase from such Member Transfer, within a period of 90 days after receipt by the Member Securities. If Company of the total number of Member Securities that the other Members are willing to purchase from such selling Member is less than the number of offered Member SecuritiesFirst Offer Notice, then, such selling Member shall be permitted to sell all, all (but not less than all, of ) the Member Offered Securities at a price not less than the consideration to be paid therefor and on the other terms and conditions as specified in the First Offer Notice to a third party on terms not less favorable than those set forth (the "Third Party"). The purchase price specified in the Offer. If the total number of Member Securities that the other Members are willing to purchase from such selling Member is more than the number of offered Member Securities, then, each other Member any First Offer Notice shall be permitted to purchase up to its ratable portion of the Member Securities based on its current interest payable solely in the Company Securities on an as converted or exercised basis. (iv) The closing of the sale of the Member Securities to the other Members shall occur cash at such selling Member's election at a time and place specified by such selling Member during business hours and no more than 180 days after the delivery of the Offer. In the event that the other Members do not purchase the Member Securities within such 180 day period, such selling Member may sell the offered Member Securities to a third party. (v) If, prior to the closing of the sale transaction. If at the expiration of such 90-day period, the Members Selling Member has not completed the Transfer of all the Offered Securities, the Selling Member shall no longer be permitted to Transfer any such selling Member receives an Offered Securities pursuant to this Section 9.2 without again complying with the rights of first offer to purchase the Member Securities from a third party at a price that is greater than that set forth in the Offer, the other Members shall have not less than 20 days to accept such higher price before any Member Securities are sold to a third partythis Section 9.2. (vid) Notwithstanding If (i) any of ML IBK Positions, Inc., Merrill Lynch Ventures L.P. 2001, UBS Capital Americas II, LLC or th▇▇▇ ▇▇▇m▇▇▇▇▇ Transferees is the foregoingSelling Member, if approved (ii) such Selling Member wishes to Transfer the Offered Securities to the Third Party in accordance with Section 1.5 9.2(c), (iii) the Third Party is any of Article VIML IBK Positions, Inc., Merrill Lynch Ventures L.P. 2001, UBS Capital Americas II, LLC, KAT ▇▇▇▇▇▇▇s, ▇.▇., KAT Group, L.P. or their Permitted Transferees, and (iv) the Third Party wishes to purchase such Offered Securities from the Selling Member, then the Selling Member first shall deliver written notice thereof (the "First Refusal Notice") to those of KAT Holdings L.P., KAT Group, L.P., ML IBK Positions, Inc., Merrill Lynch Ventures L.P. 2001, UBS Capital Americas II, LLC and t▇▇▇▇ ▇▇r▇▇▇▇▇d Transferees, as the case may be, who are not the Third Party (the "First Refusal Members"). The First Refusal Notice shall specify the Offer Price by the Third Party in the Transfer and the other terms and conditions thereof, which Offer Price shall be not less than the Offer Price and on the other terms and conditions as specified in the First Offer Notice. Each First Refusal Member shall have the right to purchase its First Refusal Proportionate Interest of the Offered Securities at the Offer Price and on the other terms and conditions of the Transfer specified in the First Refusal Notice by giving notice (the "First Refusal Acceptance Notice") to the Selling Member within seven days after receipt of the First Refusal Notice. If the First Refusal Members fail to elect to purchase the entire Offered Securities within the time period specified in this Section 9.2(d), then the Selling Member shall have the right to Transfer the Offered Securities in accordance with Section 9.2(c). (e) As used herein, the Company may repurchase term "First Refusal Proportionate Interest" of a First Refusal Member means the Member percentage of Offered Securities (to the exclusion of the other Members) from the offering Member, subject to compliance offered by the Selling Member which such First Refusal Member is entitled to purchase pursuant to Section 9.2(d). Such percentage shall be determined by dividing the number of Operating Company with Share Equivalents then owned by such First Refusal Member by the procedures set forth in aggregate number of Operating Company Share Equivalents then owned by the foregoing clauses of this Section 3.3 with respect to Third Party and all the First Refusal Members (other than but excluding the offering Selling Member). 4. DISPOSITION NOT IN COMPLIANCE WITH THIS ARTICLE VOID - Any attempted Disposition of Membership Interest or other Company Securities, or any part thereof, not incompliance with this Article is null and void ab initio.

First Offer Right. (i) At If, at any time any Member proposes Purchaser (an "Offeror") wishes to Transfer make a transfer of Warrants in compliance with Section 14(b)(ii) above (other than to a third party Person who is simultaneously therewith purchasing Loans from such Offeror and agrees to be bound by the provisions of this Section 14(d)), then, at least ten (10) Business Days before making any Company Secutities issued to such Membertransfer (the "Offer Election Period"), such Member shall the Offeror will deliver a written notice (the "OfferOffer Notice") to the Company and each other Member which shall set forth Company. The Offer Notice will specify the proposed number of Warrants to be the subject of such Company Securities transfer (the "Member SecuritiesOffered Warrants") and disclose in reasonable detail the proposed terms on which the Member Securities are to be offered. Within 20 days following the effectiveness and conditions of the offer, each other Member shall give notice (the "Purchase Notice") to such Member, with a copy to the Company, stating the maximum percentage of the Secutities each such other Member is willing to purchase upon the terms set forth in the Offertransfer. (ii) For The Company shall have the purpose right to purchase all (but not less than all) of the Offered Warrants, at the price and on the terms specified in the Offer Notice (the "Offer Right") by delivering written notice of such election (the "Offer Election Notice") to the Offeror as provided in this Section 3.314(d)(ii); provided that in the event the Company wishes to purchase Offered Warrants but is prohibited from purchasing all of the Offered Warrants from the Offeror by virtue of (and only of) the restrictions contained in Section 6.03(ii) of the Subordinated Loan Agreement limiting the amount of dividends payable thereunder for such purposes (and each Purchaser hereby agrees that it shall (or cause its relevant Affiliate to) waive any such restrictions on such purchase under the Subordinated Loan Agreement in the event that (x) it or any of its Affiliates desires to sell its Warrants and the Company elects to purchase such Offered Warrants and (y) each other Purchaser (and/or each of its Affiliates) with Loans under the Subordinated Loan Agreement agrees to waive such restrictions), if any Member then the Company shall have the right to purchase such lesser number (the "Maximum Permitted Number") of the Offered Warrants as the Company shall be permitted to purchase under said Section 6.03(ii) at the price and on the other relevant terms specified in the Offer Notice by delivering an Offer Election Notice to the Offeror as specified in this Section 14(d)(ii). Within five (5) Business Days after receipt of the Offer Notice (the "Election Period"), the Company shall provide the Offer Election Notice to the Offeror, specifying the number of Offered Warrants it has elected to purchase. If the Company does not deliver a Purchase Notice elect to purchase all (or, in the event the Company is prohibited from purchasing all of the Offered Warrants pursuant to Section 6.03 of the Subordinated Loan Agreement, the Maximum Permitted Number) of the Offered Warrants within the time required by this Section 3.3 such Member Election Period, then the Offer Right shall expire and be deemed to have provided a Purchase Notice on the last day on which a Purchase Notice may be provided specifying of no interest in purchasing the Member Securitiesfurther force and effect. (iii) In If the event that the total number of Member Securities that the other Members are willing Company elects to purchase from all (or the Maximum Permitted Number, as applicable) of the Offered Warrants, the transfer of such selling Member equals the number of offered Member Securities, then such selling Member shall Warrants will be bound to sell to the other Members and the other Members shall be bound to purchase from such Member the Member Securities. If the total number of Member Securities that the other Members are willing to purchase from such selling Member is less than the number of offered Member Securities, then, such selling Member shall be permitted to sell allconsummated as soon as practicable, but not less than all, of the Member Securities to a third party on terms not less favorable than those set forth in the Offer. If the total number of Member Securities that the other Members are willing to purchase from such selling Member is more than the number of offered Member Securities, then, each other Member shall be permitted to purchase up to its ratable portion of the Member Securities based on its current interest in the Company Securities on an as converted or exercised basis. any event within ten (iv10) The closing of the sale of the Member Securities to the other Members shall occur at such selling Member's election at a time and place specified by such selling Member during business hours and no more than 180 days Business Days after the delivery of the Offer. In Offer Election Notice by the Company; provided, however, in the event that the other Members do not purchase the Member Securities within such 180 day period, such selling Member may sell the offered Member Securities to a third party. (v) If, prior to the closing of the sale of the Members Securities, such selling Member receives an offer Company elects to purchase the Member Securities Offered Warrants but is prohibited from purchasing all or any portion of the Offered Warrants by the terms of Section 6.03 of the Subordinated Loan Agreement because (and only because) a Default or an Event of Default (as each such term is defined in the Subordinated Loan Agreement) is in existence at the time of the proposed purchase, then (x) the Offeror shall not sell any Offered Warrants to any third party for the 30-day period following the delivery of the Offer Election Notice by the Company (the "Cure Period") and (y) if the Company cures such Default or Event of Default during the Cure Period (and no other Default or Event of Default is then in existence), the transfer of such Warrants as contemplated above will instead be consummated as soon as practicable, but in any event within ten (10) Business Days, after the date of such cure. If the Company did not elect to purchase all of the Offered Warrants (or the Maximum Permitted Number of Offered Warrants, as applicable) or is otherwise prohibited from purchasing all or any portion of the Offered Warrants as a result of the restrictions under Section 6.03 of the Loan Agreement proscribing such purchases 0during the existence of a Default or an Event of Default after the lapse of the Cure Period, the Offeror may, within one hundred and eighty (180) days after the expiration of the later of the Offer Election Period or the Cure Period, as applicable, transfer all or any portion of such Offered Warrants to one or more third parties at a price that is greater than that in the Offer, the other Members shall have not less than 20 days to accept such higher the price before any Member Securities are sold to a third party. (vi) Notwithstanding per Warrant specified in the foregoing, if approved in accordance with Section 1.5 of Article VI, the Company may repurchase the Member Securities (Offer Notice and on other terms no more favorable to the exclusion of transferors in any material respect than the other Members) from the offering Member, subject to compliance by the Company with the procedures set forth terms specified in the foregoing clauses of this Section 3.3 with respect to Members (other than the offering Member)Offer Notice. 4. DISPOSITION NOT IN COMPLIANCE WITH THIS ARTICLE VOID - Any attempted Disposition of Membership Interest or other Company Securities, or any part thereof, not incompliance with this Article is null and void ab initio.

First Offer Right. 3.1. Prior to making any transfer, sale or other disposition of any Shares (other than pursuant to: (i) At any time any Member proposes to Transfer to a third party any Company Secutities issued to such Memberpublic offering; (ii) a Permitted Transfer; or (iii) Rule 144 under the Securities Act), such Member the Stockholder shall deliver a written notice (the "Offer") to the Company and each other Member which shall set forth the number of such Company Securities (the "Member Securities") and the terms on which the Member Securities are to be offered. Within 20 days following the effectiveness of the offer, each other Member shall give notice proposed disposition (the "Purchase Offer Notice") to such MemberBuyer, with a copy which shall state (i) the number of Shares proposed to the Companybe transferred, stating the maximum percentage of the Secutities each such other Member is willing to purchase upon the terms set forth in the Offer. (ii) For the purpose of this Section 3.3, if any Member does not deliver a Purchase Notice within the time required by this Section 3.3 such Member shall be deemed to have provided a Purchase Notice on the last day on which a Purchase Notice may be provided specifying no interest in purchasing the Member Securities. proposed purchase price and (iii) In all other material terms and conditions of such transfer. During the event period commencing on the date that the total number Buyer receives the Offer Notice and expiring at the end of Member Securities that business on the other Members are willing tenth (10th) Business Day following such date (the "Election Period"), Buyer may elect to purchase from such selling Member equals the number of offered Member Securities, then such selling Member shall be bound to sell to the other Members and the other Members shall be bound to purchase from such Member the Member Securities. If the total number of Member Securities that the other Members are willing to purchase from such selling Member is less than the number of offered Member Securities, then, such selling Member shall be permitted to sell all, but not less than all, of the Member Securities Shares subject to a third party on terms not less favorable than those the Offer Notice (the "Offered Shares") for cash at the purchase price set forth in the Offer. If Offer Notice (the total number "Offer Price"), by delivering written notice of Member Securities that exercise to the other Members are willing Stockholder (the "Buyer Notice") and Seller, WCI or Sony, as appropriate, shall sell to purchase from Buyer the Offered Shares at such selling Member is more than the number of offered Member Securities, then, each other Member shall be permitted price if Buyer elects to purchase up to exercise its ratable portion of the Member Securities based on its current interest in the Company Securities on an as converted or exercised basisrights under this Section 3.1. (iv) 3.2. The closing of the sale Buyer's rights to purchase the Offered Shares shall be held at the New Jersey offices of Buyer, or if no such offices exists, at some other location mutually agreed upon by the Buyer and the holders of a majority of the Member Securities Offered Shares, at 11:00 a.m., local time, no later than the fifth (5th) Business Day after delivering the Buyer Notice to Stockholder (the "Offered Shares Closing"). At the Offered Shares Closing, the Stockholder shall deliver certificates representing the Shares, duly endorsed for transfer and accompanied by all requisite transfer taxes, if any, and such Shares shall be free and clear of any liens and the Stockholder shall so represent and warrant on behalf of itself, and further represent and warrant that each of the Stockholders is the sole beneficial and record owner of the Shares owned by it. At the Offered Shares Closing, Buyer shall deliver to each Stockholder, by wire transfer in immediately available funds, payment for all of the Offered Shares or shall make other arrangements for payment satisfactory to the Stockholder. At the Offered Shares Closing, all of the parties to the transaction shall execute such additional documents as are otherwise necessary or appropriate. 3.3. If Buyer does not elect to purchase the Offered Shares during the Election Period, the Stockholder may, within ninety (90) days after the date of the Offer Notice, transfer such Offered Shares in accordance with the Offer Notice, subject to the other Members shall occur at such selling Member's election at a time and place specified by such selling Member during business hours and no more than 180 days after restrictions on transfer set forth herein. If Stockholder does not complete the delivery of the Offer. In the event that the other Members do not purchase the Member Securities disposition within such 180 day period, such selling Member may sell the offered Member Securities to a third party. (v) If, prior Offered Shares again become subject to the closing provisions of the sale of the Members Securities, such selling Member receives an offer to purchase the Member Securities from a third party at a price that is greater than that in the Offer, the other Members shall have not less than 20 days to accept such higher price before any Member Securities are sold to a third partySection 3.1. (vi) Notwithstanding the foregoing, if approved in accordance with Section 1.5 of Article VI, the Company may repurchase the Member Securities (to the exclusion of the other Members) from the offering Member, subject to compliance by the Company with the procedures set forth in the foregoing clauses of this Section 3.3 with respect to Members (other than the offering Member). 4. DISPOSITION NOT IN COMPLIANCE WITH THIS ARTICLE VOID - Any attempted Disposition of Membership Interest or other Company Securities, or any part thereof, not incompliance with this Article is null and void ab initio.

First Offer Right. (ia) At any time after the earlier of the fifth anniversary of the date of this Agreement and a Qualified Public Offering, any Member proposes to Other Investor (the “Transferring Stockholder”) may Transfer Shares pursuant to a third party bona fide offer from a Person other than an Affiliate of such Other Investor by complying with this Section 4.2; provided, that a Management Investor may not Transfer any Company Secutities issued Shares that are owned by such Management Investor on the date of this Agreement unless such Transfer includes all (and not less than all) Shares owned by the Management Investor on the date of this Agreement (including Shares that are Transferred pursuant to such Memberclause (ii) of the first sentence of Section 4.3(a), such Member shall but not including any Shares that are Transferred pursuant to clause (i) of the first sentence of Section 4.3(a)). In order to do so, the Transferring Stockholder must deliver written a notice (the "Offer"“Offer Notice”) to the Company other Stockholders and each other Member which shall set forth the number of such Company Securities (the "Member Securities") and the terms on which the Member Securities are to be offered. Within 20 days following the effectiveness of the offer, each other Member shall give notice (the "Purchase Notice") to such Member, with a copy to the Company, stating disclosing the maximum percentage proposed number and type of Shares (the “Subject Shares”) to be Transferred, the identity of the Secutities proposed purchasers, and, in reasonable detail, the proposed terms and conditions of the Transfer, which must include payment of the purchase price in cash at the closing of the Transfer. Then, each of the Stockholders other than the Transferring Stockholder that own Shares of the same type as the Subject Shares (collectively the “First Offer Stockholders”) may elect to purchase its First Offer Percentage of the Subject Shares specified in the Offer Notice at the price per Subject Share in cash and on the other terms specified therein by delivering notice of such other Member election to the Transferring Stockholder within 30 days after the delivery of the Offer Notice; if less than all of the First Offer Stockholders elect to make such purchase, the remaining Subject Shares shall be reoffered to those First Offer Stockholders who have elected to make such purchase under procedures specified by the Company until either an election to purchase all of the Subject Shares has been made or no First Offer Stockholder is willing to purchase upon the terms set forth in the Offer. (ii) For the purpose of this Section 3.3, if any Member does not deliver a Purchase Notice within the time required by this Section 3.3 such Member shall be deemed to have provided a Purchase Notice on the last day on which a Purchase Notice may be provided specifying no interest in purchasing the Member Securities. (iii) In the event that the total number of Member Securities that the other Members are willing to purchase from such selling Member equals increase the number of offered Member Securities, then such selling Member shall be bound Subject Shares that it is electing to sell to the other Members and the other Members shall be bound to purchase from such Member the Member Securitiespurchase. If the total number of Member Securities that the other Members are willing First Offer Stockholders have not elected to purchase from such selling Member is less than all of the number Subject Shares within 45 days after delivery of offered Member Securitiesthe Offer Notice, then, such selling Member shall be permitted the Company may elect to sell all, purchase all (but not less than all, ) of the Member Securities Subject Shares that the First Offer Stockholders did not elect to a third party purchase at the price per Subject Share in cash and on the other terms not less favorable than those set forth specified in the OfferOffer Notice by delivering notice of such election to the Transferring Stockholder within 60 days after delivery of the Offer Notice. If the total number of Member Securities that Company and/or the other Members are willing First Offer Stockholders have elected to purchase from such selling Member is more all (but not less than the number of offered Member Securities, then, each other Member shall be permitted to purchase up to its ratable portion all) of the Member Securities based on its current interest in Subject Shares from the Company Securities on an as converted or exercised basis. (iv) The closing Transferring Stockholder, the transfer of the sale of the Member Securities such Subject Shares pursuant to the other Members shall occur at such selling Member's election elections will be consummated at a time and place specified by such selling Member during business hours and no more than 180 the Company within 90 days after the delivery of the OfferOffer Notice. In If (and only if) the event that Company and the other Members do First Offer Stockholders have not elected to purchase the Member Securities within such 180 day period, such selling Member may sell the offered Member Securities to a third party. (v) If, prior to the closing all of the sale Subject Shares within 60 days after delivery of the Members SecuritiesOffer Notice, such selling Member receives an offer the elections of the Company and the First Offer Stockholders to purchase less than all of the Member Securities from a third party at a price that is greater than that in Subject Shares shall be ineffective and the OfferTransferring Stockholder may, the other Members shall have not less than 20 60 days to accept such higher price before any Member Securities are sold to a third party. or more than 120 days after delivery of the Offer Notice, transfer all (vibut not less than all) Notwithstanding of the foregoing, if approved in accordance with Section 1.5 of Article VI, the Company may repurchase the Member Securities (Subject Shares to the exclusion of the other Members) from the offering Member, subject to compliance by the Company with the procedures proposed purchasers set forth in the foregoing clauses Offer Notice at the same price per Subject Share in cash and on the same other terms offered to the Company and the First Offer Stockholders in the Offer Notice; provided, that prior to such Transfer, such transferees shall have agreed in writing to be bound by the provisions of this Agreement. If the Subject Shares are not so transferred within such period, they will be subject to the provisions of this Section 3.3 4.2(a) with respect to Members subsequent transfer and the Transferring Stockholder will not be entitled to deliver another Offer Notice for 90 days after the Subject Shares again become subject to this Section 4.2(a). The Transferring Stockholder may abandon the contemplated Transfer at any time prior to its closing without liability or obligation under this Section 4.2 (other than except as described in the offering Memberimmediately preceding sentence). 4(b) If the Board determines in good faith that the acquisition of Subject Shares by a proposed purchaser identified in an Offer Notice could have an adverse effect on the Company for competitive or regulatory reasons, the Company shall deliver notice of that determination to the Stockholders within 20 days after delivery of the Offer Notice, such Offer Notice shall be void and of no effect and the contemplated Transfer of the Subject Shares by the Transferring Stockholder shall be prohibited. DISPOSITION NOT IN COMPLIANCE WITH THIS ARTICLE VOID - Any attempted Disposition The Transferring Stockholder shall provide the Board with such information as the Board may reasonably request in order to make that determination and the 20-day period referred to in the preceding sentence shall be tolled during any period in which such information has been requested and not supplied. (c) The Stockholders may transfer any of Membership Interest or other Company Securitiestheir respective rights to purchase the Subject Shares under Section 4.2(a) to any of their respective Affiliates; provided, or any part thereofthat prior to such transfer, not incompliance with such Affiliate shall have agreed in writing to become a party to this Article Agreement. (d) A First Offer Stockholder’s “First Offer Percentage” is null and void ab initiothe quotient obtained by dividing the number of Shares of the same type as the Subject Shares held by such First Offer Stockholder by the number of Shares of the same type as the Subject Shares held by all First Offer Stockholders.