Common use of Exercise of Right of First Offer Clause in Contracts

Exercise of Right of First Offer. (i) Upon receipt of the Offering Member Notice, the Company and each ROFO Rightholder shall have the right to purchase the Offered Units in the following order of priority: first, the Company shall, subject to approval by a Supermajority Board Vote, have the right to purchase all or any portion of the Offered Units in accordance with the procedures set forth in Section 10.3(d)(ii), and thereafter, the ROFO Rightholders shall have the right to purchase the Offered Units, in accordance with the procedures set forth in Section 10.3(d)(iii), to the extent the Company does not exercise its right in full. Notwithstanding the foregoing, the Company and the ROFO Rightholders may only exercise their right to purchase the Offered Units if, after giving effect to all elections made under this Section 10.3(d), no less than all of the Offered Units shall be purchased by the Company and/or the ROFO Rightholders, subject to the limitations set forth in Section 3.5 through Section 3.7. Notwithstanding the foregoing, in the event that the procedures set forth in this Section 10.3 would result in a Member’s ownership exceeding the limitations set forth in Section 3.5, the amount of any such excess shall be allocated among the other Purchasing Rightholders that do not and will not exceed the limitations set forth in Section