Common use of Transfers to Third Parties Clause in Contracts

Transfers to Third Parties. Except as set forth in Section 10.2.1 above and subject to Section 10.2.3 below, neither Member may transfer all or any portion of its ownership interest in the Company prior to the third (3rd) anniversary of the Execution Date. On or after the third (3rd) anniversary of the Execution Date, either Member may transfer all or a portion of its ownership interest to a third party, subject to Section 10.2.3 below (provided that such Member is not then in default with respect to any of its obligations under this Agreement or any of the Superseding Agreements, as the case may be), pursuant to the following mechanism: 10.2.2.1. A Member wishing to transfer all or part of its interest (the "Offeror") must first offer, by written notice (the "Notice"), the relevant portion of its interest in the Company to the other Member (the "Offeree"). For a period of thirty (30) days after receipt of the Notice (the "Notice Period"), the Offeror and Offeree will negotiate in good faith with respect to the purchase by the Offeree of all or a portion of the Offeror's interest in the Company and, if agreement with respect to the price and other material terms is reached with respect to such interest in the Company, the Offeror and Offeree will execute and deliver a binding memorandum with respect