Common use of Failure to Exercise Right of First Refusal Clause in Contracts

Failure to Exercise Right of First Refusal. If the Beneficiary does not exercise the Right of First Refusal within the thirty (30) calendar day period described in Section 19.1.2.2(B), or if the Beneficiary terminates the purchase and sale of the Offered Membership Interest pursuant to the last sentence of Section 19.1.2.2(C), the Offeror shall then have a period of sixty (60) calendar days from the later of (a) the date on which the Right of First Refusal shall have expired, and (b) if applicable, the date on which the Beneficiary terminates the purchase and sale of the Offered Membership Interest pursuant to the last sentence of Section 19.1.2.2(C), to consummate the sale of all, but not less than all, of the Offered Membership Interest. Such sale shall be at a price and on other terms that are in the aggregate no more favorable to the proposed purchaser than as set forth in the Offer. Any third party purchasing such Offered Membership Interest must agree in writing to be bound by all of the terms and conditions of this Agreement. If such sale is not consummated within such sixty (60) calendar day period, the Offeror shall then be required to offer the Offered Membership Interest to the Beneficiary pursuant to the Right of First Refusal before making such sale to any Person.