Common use of Right of First Purchase Clause in Contracts

Right of First Purchase. Each time the Seller or any Partner proposes to transfer, assign or sell all or any part of the ▇▇▇▇ Notes or the ▇▇▇▇ Shares, the Seller or such Partner (an "Offeror") shall first offer such ▇▇▇▇ Notes of ▇▇▇▇ Shares to ▇▇▇▇ in accordance with the following provisions: 13.1. The Offeror shall deliver a written notice (the "Offer Notice") to ▇▇▇▇ stating (i) the Offeror's bona fide intention to transfer such ▇▇▇▇ Notes or ▇▇▇▇ Shares, (ii) the name and address of the proposed transferee if known or otherwise the means of transfer, (iii) the ▇▇▇▇ Notes or ▇▇▇▇ Shares to be transferred and (iv) the purchase price in terms of payment for which the Offeror proposes to transfer such ▇▇▇▇ Notes or ▇▇▇▇ Shares. 13.2. Within seven (7) days after receipt of the Offer Notice, ▇▇▇▇ shall notify the Offeror in writing of its desire to purchase all or any portion of the ▇▇▇▇ Notes or ▇▇▇▇ Shares being so transferred, and within such 7-day period, ▇▇▇▇ shall have the first right to purchase such ▇▇▇▇ Notes or ▇▇▇▇ Shares upon the price and terms of payment designated in the Offer Notice. If the Offer Notice provides for the payment of non-cash consideration, ▇▇▇▇ ▇▇▇ elect to pay the consideration in cash equal to the present fair market value of the non-cash consideration offered. If ▇▇▇▇ elects to exercise its first right to purchase, it shall deliver the purchase price to the Offeror either (1) at the time specified in the Offer Notice or (2) within ninety (90) days after the date of delivery of the Offer Notice, provided the buyer is the same party identified in the Offer Notice, whichever is greater, except that, in the case of any ▇▇▇▇ Shares held by Phemus, the 7-day and 90-day periods referred to above shall instead be 24-hours and 30 days, respectively. 13.3. If ▇▇▇▇ elects not to purchase all of the ▇▇▇▇ Notes or ▇▇▇▇ Shares designated in the Offer Notice, then the Offeror may transfer the ▇▇▇▇ Notes or ▇▇▇▇ Shares with respect to which ▇▇▇▇ has elected not to exercise its right of first refusal in the manner described in the Offer Notice, providing such transfer (i) is completed within the time period specified in Section 13.2, and (ii) is made at the price, on the terms and to the same buyer designated in the Offer Notice. If such ▇▇▇▇ Notes or ▇▇▇▇ Shares are not so transferred, the Offeror must give notice in accordance with this Article 13 prior to any other or subsequent transfer of such ▇▇▇▇ Notes or ▇▇▇▇ Shares. 13.4. The ▇▇▇▇ Notes and ▇▇▇▇ Shares shall each bear a legend stating that such ▇▇▇▇ Notes and ▇▇▇▇ Shares are subject to the right of first refusal provided herein. 13.5. Nothing in this Article 13 shall prohibit transfers of ▇▇▇▇ Shares meeting the requirements of the last sentence of Section 9.7, which transfers shall not be subject to this Article 13.