Right of First Option. (a) Except as provided in this Section 5.05, nothing in this Agreement shall limit the right of IFC, at any time, to sell, transfer or otherwise dispose of all or any portion of the IFC Shares that are not then subject to a Put Notice or Call Notice, provided it complies with the conditions set forth in this Article V. (b) In the event that IFC wishes to sell or otherwise transfer any IFC Shares to any party, it shall first offer to sell such IFC Shares to Pioneer Omega, in accordance with the following provisions: (i) Any sale or other disposition of any of the IFC Shares, other than according to the terms of this Section 5.05, shall be void and shall transfer no right, title, or interest in or to any of such IFC Shares to the purported transferee. (ii) The rights of Pioneer Omega under this Section 5.05 shall not apply to any pledge of IFC Shares by IFC which creates a mere security interest, provided that the pledgee provides the Company and Pioneer Omega with a written agreement to be bound hereby to the same extent as the IFC. (iii) If IFC desires to sell, transfer or otherwise dispose of any of the IFC Shares, or of any interest in the IFC Shares, whether voluntarily or by operation of law, in any transaction other than pursuant to Article II or Article III of this Agreement, IFC shall first deliver written notice of its desire to do so (the "Notice") to the Company and Pioneer Omega. The Notice must specify: (i) the number of IFC Shares proposed to be sold or otherwise disposed of (the "Offered Shares"), (ii) the cash purchase price per Offered Share, (iii) if known, the name and address of any party to which IFC proposes to sell or otherwise dispose of the Offered Shares or an interest in the Offered Shares (the "Offeror"), and (iv) all other material terms and conditions of the proposed transaction. (iv) Pioneer Omega shall have the first option to purchase all or any part of the Offered Shares for the consideration per share and on the terms and conditions specified in the Notice. Pioneer Omega must exercise such option by delivering written notice to such effect to IFC no later than 45 days after the Notice is deemed under Section 5.07 hereof to have been delivered to Pioneer Omega. (v) In the event that Pioneer Omega duly exercises its option to purchase all or part of the Offered Shares, the closing of such purchase shall take place at the offices of the Company not later than the date five days after the expiration of such 45-day period. (vi) In the event that Pioneer Omega does not exercise its option within such 45-day period with respect to all of the Offered Shares, the option shall expire with respect to the Offered Shares that Pioneer Omega has not agreed to purchase. IFC shall have the fight, during the 90-day period following the date of notice from Pioneer Omega that it does not intend to purchase a portion of the Offered Shares (or, if no such notice is given, during the 90-day period following the 45-day period after the date of the Notice) to sell or otherwise transfer to any purchaser any or all of the Offered Shares not being purchased by Pioneer Omega, provided that the sale price is not lower than that set forth in the Notice and the other terms and conditions of sale are not more favorable to the purchaser of such Offered Shares than . those set forth in the Notice. If such Offered Shares have not been sold to a third party in accordance with the terms of this clause (vi) within such 90-day period, IFC must again comply fully with the transfer restrictions set forth in this Section 5.05 prior to effecting any transfer of such Offered Shares.
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Right of First Option. (a) Except as provided in this Section 5.05, nothing in this Agreement shall limit the right of IFC, at any time, to sell, transfer or otherwise dispose of all or any portion of the IFC Shares that are not then subject to a Put Notice or Call Notice, provided it complies with the conditions set forth in this Article V.
(b) In the event that IFC wishes to sell or otherwise transfer any IFC Shares to any party, it shall first offer to sell such IFC Shares to Pioneer Omega, in accordance with the following provisions:
(i) Any sale or other disposition of any of the IFC Shares, other than according to the terms of this Section 5.05, shall be void and shall transfer no right, title, or interest in or to any of such IFC Shares to the purported transferee.
(ii) The rights of Pioneer Omega under this Section 5.05 shall not apply to any pledge of IFC Shares by IFC which creates a mere security interest, provided that the pledgee provides the Company and Pioneer Omega with a written agreement to be bound hereby to the same extent as the IFC.
(iii) If IFC desires to sell, transfer or otherwise dispose of any of the IFC Shares, or of any interest in the IFC Shares, whether voluntarily or by operation of law, in any transaction other than pursuant to Article II or Article III of this Agreement, IFC shall first deliver written notice of its desire to do so (the "Notice") to the Company and Pioneer Omega. The Notice must specify: (i) the number of IFC Shares proposed to be sold or otherwise disposed of (the "Offered Shares"), (ii) the cash purchase price per Offered Share, (iii) if known, the name and address of any party to which IFC proposes to sell or otherwise dispose of the Offered Shares or an interest in the Offered Shares (the "Offeror"), and (iv) all other material terms and conditions of the proposed transaction.
(iv) Pioneer Omega shall have the first option to purchase all or any part of the Offered Shares for the consideration per share and on the terms and conditions specified in the Notice. Pioneer Omega must exercise such option by delivering written notice to such effect to IFC no later than 45 days after the Notice is deemed under Section 5.07 hereof to have been delivered to Pioneer Omega.
(v) In the event that Pioneer Omega duly exercises its option to purchase all or part of the Offered Shares, the closing of such purchase shall take place at the offices of the Company not later than the date five days after the expiration of such 45-day period.
(vi) In the event that Pioneer Omega does not exercise its option within such 45-day period with respect to all of the Offered Shares, the option shall expire with respect to the Offered Shares that Pioneer Omega has not agreed to purchase. IFC shall have the fight, during the 90-day period following the date of notice from Pioneer Omega that it does not intend to purchase a portion of the Offered Shares (or, if no such notice is given, during the 90-day period following the 45-day period after the date of the Notice) to sell or otherwise transfer to any purchaser any or all of the Offered Shares not being purchased by Pioneer Omega, provided that the sale price is not lower than that set forth in the Notice and the other terms and conditions of sale are not more favorable to the purchaser of such Offered Shares than . those set forth in the Notice. If such Offered Shares have not been sold to a third party in accordance with the terms of this clause (vi) within such 90-day period, IFC must again comply fully with the transfer restrictions set forth in this Section 5.05 prior to effecting any transfer of such Offered Shares.
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