Third Party Transfer. The Initiating Tag Members shall notify the Company and each other Member in writing of (i) any Initiating Tag Member’s intention to effect such a Third Party Transfer, (ii) the identity of the Third Party transferee, (iii) the nature and per Common Unit amount of consideration to be paid by the Third Party transferee, including a description of any non-cash consideration sufficiently detailed to permit the determination of the fair market value thereof, (iv) the number of Common Units proposed to be sold by the Initiating Tag Members, (v) each other Member's pro rata portion of Common Units which it may Transfer in such Third Party Transfer, and (vi) the other material terms and conditions of such Transfer, including the proposed Transfer date, in each case, at least twenty five (25) Business Days before the closing of any such proposed Third Party Transfer, and each other Member shall have twenty (20) Business Days following the receipt of such notice from the Company to notify the Company in writing of the number of Common Units such Member desires to Transfer in such transaction. The Initiating Tag Members shall provide such information to the Company as promptly as practicable to enable the Company to comply with the foregoing sentence. Such notice shall be accompanied by a written offer from the proposed Third Party transferee to purchase such Common Units. Any Transfer of Common Units by any Member pursuant to this Section 10.04 shall be for the same price and form of consideration per Common Unit, and on the same terms and subject to the same conditions as the sale of Common Units owned by the Initiating Tag Members other than de minimis differences and other than with respect to representations made individually by a Member with respect to representations regarding authorization, due execution, enforceability, no conflicts and title, which shall be borne solely by the Member making such representations. Any indemnification or other obligation assumed in connection with a Third Party Transfer (A) shall be allocated among the Members selling Units in such Third Party Transfer on a pro rata basis, other than with respect to representations made individually by a Member regarding authorization, due execution, enforceability, no conflicts and title which shall be borne solely by the Member making such representations, (B) shall be several and not joint and (C) shall in no event exceed the lesser of (1) the total consideration actually paid to such Member in such Third Party Transfer, and (2) such Member’s pro rata share of such indemnifiable liability.
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Third Party Transfer. The Initiating Tag Members If a Party wishes at any time (and subject to its obligations under the Call Option Agreement) to dispose of MTS Shares to a third party (subject to Sections 8.2 through 8.4), including but not limited to disposals by way of sale, swap and gift (in which case the price shall notify be determined in good faith and be subject to a maximum price payable therefor equal to that amount calculated at the Company and each other Member relevant time by reference to the formula specified in writing of Section 3 (i) any Initiating Tag Member’s intention of the Call Option Agreement), the other Party shall, in relation to effect each intended disposal, have a pre-emptive right to buy such a Third shares, which shall be exercised as follows:
(a) The Party Transferproposing to dispose of MTS Shares shall first offer such MTS shares to the other Party (the “Offeree Party”) by notice. Such Offer Notice shall specify in reasonable detail and in good faith the terms of the offer including (i) the identity of the prospective third party purchaser, (ii) the identity number of the Third Party transferee, MTS Shares offered for disposal and (iii) the nature price applicable thereto, including, where such proposed disposal is other than for cash, a detailed description (together with calculations and per Common Unit amount associated financial data) sufficient to enable the Offeree Party to reasonably assess the basis of consideration for the disposal of MTS Shares subject of such third party disposal. Where the Offeree Party fails to be paid by the Third Party transferee, including serve a description of any non-cash consideration sufficiently detailed binding notice of its intention to permit exercise its pre-emptive right to the determination offering Party within 15 (fifteen) days after its receipt of the fair market value thereofOffer Notice, (iv) the number Offeree Party’s pre-emptive right in relation to such offer shall expire automatically and the Party intending to dispose of Common Units proposed MTS Shares may enter into an agreement with the third-party purchaser specified in the Offer Notice to be sold by the Initiating Tag Members, (v) each other Member's pro rata portion of Common Units which it may Transfer in transfer such Third Party Transfer, shares at a price and (vi) the other material on terms and conditions no more favorable to such third party than stated in such Offer Notice at any time within 90 (ninety) days after such pre-emptive right expires;
(b) if the Offeree Party serves on the offering Party a non-binding notice of its intention to exercise its pre-emptive right in accordance with Section 8.1 (a), the Offeree Party shall have 60 (sixty) days from the date of receipt of the Offer Notice specified in Section 8.1(a) to exercise its pre-emptive right by serving on the offering Party of a final and binding acceptance notice to acquire such TransferMTS Shares so offered on the terms communicated to the Offeree Party pursuant to Section 8.1(a);
(c) if the Offeree Party accepts the offer in accordance with Section 8.1(b), including the proposed Transfer dateParty which offered its MTS Shares shall issue simultaneously against payment of the purchase price a validly issued transfer order to the registrar of MTS and instruct the registrar to register as soon as practicable the transfer of the offered MTS Shares to the Offeree Party and, in each any case, at least twenty five within 15 (25fifteen) Business Days before the closing of any such proposed Third Party Transfer, and each other Member shall have twenty (20) Business Days following the days after receipt of the final and binding acceptance notice.
(d) If (other than due to breach of this Section 8.1 by the Offering Party) the Offeree Party fails to exercise its pre-emptive right in accordance with Section 8.1 (b) through (c), the Party intending to dispose of MTS Shares may enter into an agreement to transfer such notice from the Company shares at a price and on terms and conditions no more favorable to notify the Company in writing of the number of Common Units such Member desires to Transfer third party than stated in such transaction. The Initiating Tag Members shall provide Offer Notice at any time within 90 (ninety) days after such information to the Company as promptly as practicable to enable the Company to comply with the foregoing sentence. Such notice shall be accompanied by a written offer from the proposed Third Party transferee to purchase such Common Units. Any Transfer of Common Units by any Member pursuant to this Section 10.04 shall be for the same price and form of consideration per Common Unit, and on the same terms and subject to the same conditions as the sale of Common Units owned by the Initiating Tag Members other than de minimis differences and other than with respect to representations made individually by a Member with respect to representations regarding authorization, due execution, enforceability, no conflicts and title, which shall be borne solely by the Member making such representations. Any indemnification or other obligation assumed in connection with a Third Party Transfer (A) shall be allocated among the Members selling Units in such Third Party Transfer on a pro rata basis, other than with respect to representations made individually by a Member regarding authorization, due execution, enforceability, no conflicts and title which shall be borne solely by the Member making such representations, (B) shall be several and not joint and (C) shall in no event exceed the lesser of (1) the total consideration actually paid to such Member in such Third Party Transfer, and (2) such Member’s pro rata share of such indemnifiable liabilitypre-emptive right expires.
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