Common use of First Offer Rights Clause in Contracts

First Offer Rights. (i) Subject to Section 3(c) below, prior to any proposed Transfer of Common Units by any Common Partner (other than (i) a Transfer to a Permitted Transferee of such Common Partner or (ii) a Transfer by an ABRY-Affiliated Partner), the Partner proposing to make such a Transfer (the “Offering Partner”) shall deliver a written notice (the “Transfer Notice”) to each Other Partner holding Class A Common Units (the “Eligible Purchasers”) specifying in reasonable detail the number (and type) of Partner Interests proposed to be Transferred (the “Specified Securities”). (ii) For a period of 30 days following receipt of a Transfer Notice (the “Offer Period”), the Offering Partner shall negotiate in good faith for the sale of the Specified Securities with any Eligible Purchaser expressing a good faith desire to purchase such Specified Securities, and any Eligible Purchaser may elect to offer to purchase all or any portion of the Specified Securities, for a purchase price, and on the other terms and conditions specified by such Eligible Purchaser, by delivering a written notice (a “Participation Notice”) of such election to the Offering Partner on or prior to the end of the Offer Period. The Offering Partner may, in its sole discretion, elect to accept the offer price and other terms and conditions set forth in any Participation Notice with respect to all or any portion of the Specified Securities. (iii) If the Offering Partner receives one or more Participation Notices for the purchase of all of the Specified Securities, then the Offering Partner may transfer all of the Specified Securities to a third party, at a price and on terms and conditions no more favorable to the Offering Partner than the terms and conditions contained in the Participation Notice most favorable to the Offering Partner, during the 180-day period immediately following the expiration of the Offer Period. Any Partner Interests not transferred within such 180-day period will be once again subject to the provisions of this Section 3(b) upon subsequent transfer. (iv) If the Offering Partner does not receive any Participation Notices within the Option Period or does not receive Participation Notices with respect to all of the Specified Securities in a single Transfer, then the Offering Partner may transfer all of the Specified Securities to a third party at a price on and on terms determined by such Offering Partner in its sole discretion, during the 180-day period immediately following the expiration of the Offer Period. Any Partner Interests not transferred within such 180-day period will be once again subject to the provisions of this Section 3(b) upon subsequent transfer.

First Offer Rights. During the first five (i5) Subject to Section 3(c) below, prior to any proposed Transfer of Common Units by any Common Partner (other than (i) a Transfer to a Permitted Transferee of such Common Partner or (ii) a Transfer by an ABRY-Affiliated Partner), the Partner proposing to make such a Transfer (the “Offering Partner”) shall deliver a written notice (the “Transfer Notice”) to each Other Partner holding Class A Common Units (the “Eligible Purchasers”) specifying in reasonable detail the number (and type) of Partner Interests proposed to be Transferred (the “Specified Securities”). (ii) For a period of 30 days following receipt of a Transfer Notice (the “Offer Period”), the Offering Partner shall negotiate in good faith for the sale years of the Specified Securities with any Eligible Purchaser expressing a good faith desire to purchase such Specified SecuritiesTerm of this Lease, provided that (x) this Lease shall then be in full force and any Eligible Purchaser may elect to offer to purchase all or any portion of the Specified Securitieseffect, for a purchase price, and on the other terms and conditions specified by such Eligible Purchaser, by delivering a written notice (a “Participation Notice”y) of such election to the Offering Partner on or prior to the end of the Offer Period. The Offering Partner may, Tenant shall not then be in its sole discretion, elect to accept the offer price and other terms and conditions set forth in any Participation Notice default with respect to all any of Tenant's monetary obligations or any portion of the Specified Securities. in default (iii) If the Offering Partner receives one or more Participation Notices for the purchase of all of the Specified Securities, then the Offering Partner may transfer all of the Specified Securities to a third party, at a price after notice and on terms and conditions no more favorable to the Offering Partner than the terms and conditions contained in the Participation Notice most favorable to the Offering Partner, during the 180-day period immediately following the expiration of any applicable cure period provided in this Lease) with respect to any of the material terms, provisions, covenants, agreements and conditions of this Lease and (z) Tenant or a Related Corporation shall then occupy the entire Demised Premises, then, at the time that any First Offer Period. Any Partner Interests not transferred within Space (as hereinafter defined) shall be available for lease by Landlord, Landlord shall deliver to Tenant notice of such 180-day period will be once again availability (each a "First Offer Space Notice"), and Tenant shall, subject to the provisions of this Section 3(bArticle 35, have one-time first offer rights (collectively, the "First Offer Rights") upon subsequent transfer. (iv) If the Offering Partner does not receive any Participation Notices within the Option Period or does not receive Participation Notices with respect to all each such First Offer Space. If Landlord has any obligation to take any affirmative action or if Landlord has any right to trigger a tenant's right, in either instance, with respect to any First Offer Space (or any portion thereof) under any lease with another tenant of the Specified Securities Building (which tenant has rights with respect to such First Offer Space (or any portion thereof)), Landlord will take such action or exercise such right in a single Transfer, then accordance with the Offering Partner may transfer all terms of the Specified Securities relevant lease. The First Offer Spaces are as follows (with each being referred to individually as a "First Offer Space"): (i) approximately 9,879 rentable square feet of space on the thirtieth (30th) floor of the Building as depicted on Exhibit K (the "First 30th Floor Offer Space"), which space Landlord hereby agrees not to lease to any other tenant during the six (6) month period following the execution of this Lease; provided, however, that, notwithstanding the foregoing, Landlord may lease or attempt to lease the 30th Floor Offer Space during such six month (6) period (without offering same to Tenant) if, prior to the end of such six (6) month period, Landlord shall have leased or licensed the space on the fifteenth (15th) floor of the Building (the "15th Floor Space") as depicted on Exhibit L to a third party at tenant and the space on the twelfth (12th) floor of the Building (the "12th Floor Space") as depicted on Exhibit M to a price third party tenant (it being understood that Landlord shall promptly notify Tenant of the latter to occur of the leasing of the 15th Floor Space or the 12th Floor Space); (ii) approximately 6,434 rentable square feet of space on the thirtieth (30th) floor of the Building as depicted on Exhibit N (the "Second 30th Floor Offer Space"), which Landlord anticipates shall become available for lease by Landlord on or about January 1, 2000, subject to the superior right of Donaldson, Lufkin, and Jenrette, Inc. to lease such space; (iii) any portion of the xxxxxx-xixth (36th) floor of the Building (the "36th Floor Offer Space") which shall become available for lease by Landlord, subject to the superior right of Lester Schwab Katz & Dwyer ("Lester Schwab") to lease all or x xxxxxxx xx xxxx spaxx xxthix xxx (0) xxxrs from the Commencement Date; provided, however, that if Lester Schwab elects to take only a portion of the 36th Floor Xxxxx Xxxxx, Tenant may lease from Landlord that portion of space on terms determined the thirty sixth (36th) floor not leased by such Offering Partner Lester Schwab (the "Remaining 36th Floor Offer Space") or any xxxxxxx xxxxeof, provided that the portion of the Remaining 36th Floor Offer Space that Tenant does not elect to lease is, in its Landlord's sole discretion, during an area that is contiguous, commercially rentable, and divisible from that portion of the 180Remaining 36th Floor Offer Space that Tenant elects to so lease; (iv) the entire rentable portion of the thirty-day period immediately following first (31st) floor of the Building and that portion of the thirtieth (30th) floor of the Building, as depicted on Exhibit O (the "30th/31st Floor Offer Space"), subject to the superior right of Donaldson, Lufkin, and Jenrette, Inc. to lease such space; it being agreed, however, xxxx Xxnant shall not have the right to lease less than the entire 30th/31st Floor Offer Space; and (v) the entire rentable portion of the twenty-first (21st) floor of the Building, as depicted on Exhibit P (the "21st Floor Offer Space"), subject to the exercise by Garban, Ltd. of Garban, Ltd.'s right to cancel its lease with respect to such space effective November 1, 2000; provided, however, that Tenant must elect to lease all of the 21st Floor Offer Space unless Landlord, in Landlord's sole discretion, agrees to lease a lesser portion of such space to Tenant, in which case such portion shall contain at least one-half of the rentable square footage of the 21st floor of the Building. Notwithstanding the foregoing, in the event Tenant does not elect to lease the entire 30th/31st Floor Offer Space in accordance with the provisions of clause (iv) above, and if General Reinsurance Corp. does not elect to renew its lease for such space, then, subject to the right of Donaldson, Lufkin, and Jenrette, Inc. to lease such space, Tenant may lease from Lanxxxxx xxat portion of space, if any, which Landlord, in Landlord's sole discretion, agrees to lease to Tenant, provided that such portion shall contain at least one-half of the rentable square footage on the floor of the Building where such space is located. The lease of General Reinsurance Corp. with Landlord with respect to the 30th/31st Floor Offer Space expires according to its terms in March 2002. The First Offer Space Notice shall set forth the First Offer Space, together with a floor plan depicting such First Offer Space. In the event Tenant fails to deliver to Landlord written notice of Tenant's election to exercise a particular First Offer Right (each a "First Offer Notice") within ten (10) business days after delivery of the First Offer Space Notice (time being of the essence with respect thereto) (the "First Offer Exercise Date"), the relevant First Offer Right shall be deemed revoked, null, and void, and of no further force or effect, and Tenant shall have no further rights of first offer with respect to such First Offer Space, and Landlord may thereafter proceed with the leasing of the relevant First Offer Space to any party upon any terms and conditions. Such First Offer Notice shall be deemed properly given only if on the First Offer Exercise Date: (i) this Lease shall not have been previously terminated or canceled and (ii) Tenant shall not be in breach or default of any of Tenant's monetary or material non-monetary obligations under this Lease (after notice and the expiration of the Offer Period. Any Partner Interests not transferred within such 180-day any applicable cure period will be once again subject to the provisions of provided in this Section 3(b) upon subsequent transferLease).

First Offer Rights. (i) Subject to Section 3(c5(c) below, at least 30 days prior to any proposed Transfer (A) of Common Units by any Common Partner Member (other than (i) a Transfer to a Permitted Transferee of such Common Partner or (ii) a Transfer by an ABRY-Affiliated Partner)ABRY Member or a Transfer of Class E Common Units together with a proportionate number of Series A Preferred Units) or (B) of any Option by any Option Holder, the Partner proposing to make Member or Option Holder making such a Transfer (the “Offering PartnerMember”) shall deliver a written notice (the “Transfer Notice”) to each Other Partner holding Class A Common Units Member and Option Holder other than such Offering Member (the “Eligible Purchasers”) specifying in reasonable detail the number (and type) of Partner Member Interests proposed to be Transferred (the “Specified Securities”), the proposed purchase price therefor and the other material terms and conditions of the proposed Transfer. (ii) For a period of 30 days following receipt of a Transfer Notice (the “Offer Period”), the Offering Partner shall negotiate in good faith for the sale of the Specified Securities with any Eligible Purchaser expressing a good faith desire to purchase such Specified Securities, and any Each Eligible Purchaser may elect to offer to purchase all or any portion of the Specified Securities, for a purchase price, and on upon the other same terms and conditions specified by such Eligible Purchaseras those set forth in the Transfer Notice, by delivering a written notice (a “Participation Notice”) of such election to the Offering Partner on or prior Member within 15 days after the Transfer Notice has been delivered to the end of Eligible Purchasers (the Offer “Option Period. The Offering Partner may”); provided that, if the Eligible Purchasers in its sole discretion, the aggregate do not elect to accept the offer price and other terms and conditions set forth in any Participation Notice with respect to all or any portion of the Specified Securities. (iii) If the Offering Partner receives one or more Participation Notices for the purchase of all of the Specified Securities, then no Eligible Purchaser shall be entitled to purchase any Specified Securities and the Offering Partner Member may transfer all of the Specified Securities to a third party, at a price and on terms and conditions no more favorable to the Offering Partner transferee(s) thereof than the terms and conditions contained specified in the Participation Transfer Notice most favorable to the Offering Partner, during the 180-day period immediately following the expiration of the Offer Option Period. Any Partner Member Interests not transferred within such 180-day period will be once again subject to the provisions of this Section 3(b5(b) upon subsequent transfer. (iviii) If the Eligible Purchasers have in the aggregate elected to purchase more than the number of Specified Securities being offered by the Offering Partner does not receive Member, each Eligible Purchaser who has elected to purchase Eligible Securities shall be entitled to purchase from the Offering Member up to a number of Specified Securities (such number being such Eligible Purchaser’s “Pro Rata Share”) representing a number of Points equal to the product of (i) the quotient determined by dividing (A) the percentage of Points represented by the Common Units owned by such Eligible Purchaser by (B) the aggregate percentage of Points represented by the Common Units owned by the Eligible Purchasers participating in such purchase, multiplied by (ii) the aggregate number of Points represented by the Specified Securities. If and to the extent any such Eligible Purchaser’s Pro Rata Share exceeds the number of Eligible Securities that such Eligible Purchaser specified that it wished to purchase in its Participation Notices within Notice (the Option Period or does not receive Participation Notices with respect to all “Desired Amount”), then the number of the Specified Securities in a single Transfer, then excess of such Desired Amount shall be reallocated among the Offering Partner may transfer other Eligible Purchasers that are participating in such sale in accordance with the formula set forth in the preceding sentence as if such Eligible Purchaser were not participating in such sale and such reallocation shall continue until (i) all of the Specified Eligible Securities have been allocated or (ii) each Eligible Purchaser that has elected to a third party at a price on and on terms determined by participate in such Offering Partner in sale has been allocated its sole discretion, during the 180-day period immediately following the expiration of the Offer Period. Any Partner Interests not transferred within such 180-day period will be once again subject to the provisions of this Section 3(b) upon subsequent transferDesired Amount.

First Offer Rights. (i) Subject to If at any time First Offer Space, as that term is defined in Section 3(c) 1.3.2.1 below, prior to any proposed Transfer of Common Units by any Common Partner (other than (i) a Transfer to a Permitted Transferee of will be Available, as such Common Partner or (ii) a Transfer by an ABRY-Affiliated Partner)term is defined in Section 1.3.2.1 below, the Partner proposing to make such a Transfer (the “Offering Partner”) shall deliver a written notice (the “Transfer Notice”) to each Other Partner holding Class A Common Units (the “Eligible Purchasers”) specifying in reasonable detail the number (and type) of Partner Interests proposed to be Transferred (the “Specified Securities”). (ii) For a period of 30 days following receipt of a Transfer Notice (the “Offer Period”), the Offering Partner shall negotiate in good faith for the sale of the Specified Securities with any Eligible Purchaser expressing a good faith desire to purchase such Specified Securities, and any Eligible Purchaser may elect to offer to purchase all or any portion of the Specified Securities, for a purchase price, and on the other terms and conditions specified by such Eligible Purchaser, by delivering a written notice (a “Participation Notice”) of such election to the Offering Partner on or prior to the end of the Offer Period. The Offering Partner may, in its sole discretion, elect to accept the offer price and other terms and conditions set forth in Section 1.3.3 are satisfied and Landlord desires to lease any Participation Notice with respect to all or any portion of the Specified Securities. (iii) If the Offering Partner receives one or more Participation Notices for the purchase of all of the Specified Securities, then the Offering Partner may transfer all of the Specified Securities such space to a third party, at Landlord shall first deliver notice thereof to Tenant (a price “First Offer Notice”) setting forth (i) a description of such First Offer Space, (ii) the rentable square feet in such First Offer Space, (iii) the Fair Market Rent, as defined in Section 2.4.1 for such First Offer Space, (iv) the anticipated commencement date of the lease of such First Offer Space (the “Anticipated First Offer Commencement Date”), and (v) any Lease Concessions, as defined in Section 2.4.2. to be provided by Landlord. Provided all of the conditions precedent set forth in Section 1.3.3 are satisfied by Tenant, Tenant shall have the option (each a “First Offer Right”), exercisable by Tenant delivering irrevocable notice to Landlord (each an “Acceptance Notice”) within fifteen (15) business days following Landlord’s delivery of the applicable First Offer Notice, time being of the essence, to lease all the First Offer Space that is the subject of such First Offer Notice. If Tenant fails to timely give an Acceptance Notice for any First Offer Space, Tenant shall be deemed to have rejected Landlord’s offer to lease the applicable First Offer Space and Landlord shall be free to lease such space on any terms and conditions (subject to Section 1.3.1(b) below) and Tenant shall have no further First Offer Right with respect to such space; provided, that (a) Landlord shall not lease any of such space to a third party more favorable to the Offering Partner than the terms and conditions contained in the Participation Notice most favorable to the Offering Partner, during the one hundred eighty (180-day period immediately following the expiration ) days after delivery of the First Offer Period. Any Partner Interests not transferred within Notice without again offering such 180-day period will be once again subject unleased space to Tenant under the provisions of this Section 3(b1.3 and (b) upon subsequent transfer. (iv) If Landlord shall not lease any of such space to another tenant on “terms and conditions which are materially less favorable to Landlord,” as such phrase is defined in Section 1.3.2.1 than those set forth in the Offering Partner does not receive any Participation Notices within applicable First Offer Notice without again offering the Option Period or does not receive Participation Notices with respect unleased space to all of the Specified Securities in a single Transfer, then the Offering Partner may transfer all of the Specified Securities to a third party at a price on and on terms determined by such Offering Partner in its sole discretion, during the 180-day period immediately following the expiration of the Offer Period. Any Partner Interests not transferred within such 180-day period will be once again subject to Tenant under the provisions of this Section 3(b) upon subsequent transfer1.3.

First Offer Rights. (ia) Subject to the limitations of Section 3(c3.7, the Purchasers and their respective permitted successors and assigns (the "First Offerees") below, prior shall -------------- be entitled to a right of first offer with respect to any Restricted Securities proposed to be transferred by any Stockholder (other than pursuant to a Permitted Transfer) on the terms and conditions set forth in this Section 3.5; provided, however, that any Tag-Along Sale (as defined below) shall not be subject to the provisions of this Section 3.5. (b) Promptly after the Company receives a Transfer Notice from any Stockholder (a "Section 3.5 Seller") relating to a proposed Transfer of Common Units by any Common Partner (other than (i) ------------------ Restricted Securities subject to this Section 3.5, the Company shall transmit a Transfer to a Permitted Transferee copy of such Common Partner or (ii) a Transfer by an ABRY-Affiliated Partner), the Partner proposing to make such a Transfer (the “Offering Partner”) shall deliver a written notice (the “Transfer Notice”) Notice to each Other Partner holding Class A Common Units (First Offeree. For purposes of this Section 3.5, such Transfer Notice shall constitute a "First Offer Notice," and the “Eligible Purchasers”) specifying in reasonable detail Restricted Securities subject to such ------------------- Transfer Notice shall comprise the number (and type) of Partner Interests proposed to be Transferred (the “Specified Securities”)"Offered Shares." -------------- (iic) For a period of 30 Within ten Washington, D.C. business days following receipt of a Transfer Notice (after the “Offer Period”), the Offering Partner shall negotiate in good faith for the sale delivery of the Specified Securities with any Eligible Purchaser expressing a good faith desire First Offer Notice by the Section 3.5 Seller to purchase such Specified Securitieseach First Offeree, each First Offeree may, by notice in writing to the Company and any Eligible Purchaser may the Section 3.5 Seller, elect to offer to purchase all or any portion of the Specified SecuritiesOffered Shares at the price and on the terms set forth in the First Offer Notice (the "First Offer Price"). ----------------- If the First Offerees in the aggregate elect to purchase more than the total number of Offered Shares then available for purchase, the right to purchase such Offered Shares shall be allocated to each such First Offeree first in proportion to (i) the record ownership of shares of Common Stock (including for purposes of this Section 3.5(c) all Common Stock issuable pursuant to the Series A Shares and the Warrants on an as-converted basis) of such First Offeree relative to (ii) the aggregate number of shares of Common Stock held of record by all First Offerees (including for purposes of this Section 3.5(c) all Common Stock issuable pursuant to the Series A Shares and the Warrants on an as-converted basis) and, in the event any Offered Shares are unallocated following the foregoing allocation, such unallocated Offered Shares shall be allocated to each such First Offeree in proportion to (x) the number of Offered Shares such First Offeree originally elected to purchase relative to (y) the aggregate number of Offered Shares all such First Offerees originally elected to purchase; provided, however, that in no event shall such allocation result in any First Offeree being required to purchase in the aggregate more Offered Shares than such First Offeree originally elected to purchase. (d) In the event the First Offerees in the aggregate do not elect to purchase all Offered Shares then available for purchase by the First Offerees, the Company may, by notice in writing to each First Offeree and the Section 3.5 Seller, for a purchase priceperiod of ten Washington, and on D.C. business days following the other terms and conditions specified by such Eligible Purchaser, by delivering a written notice (a “Participation Notice”) of such election to the Offering Partner on or prior to the end expiration of the Offer Period. The Offering Partner may, 15-day period referred to in its sole discretionSection 3.5(c) above, elect to accept the offer price and other terms and conditions set forth in any Participation Notice with respect to purchase all or any portion of such remaining Offered Shares at the Specified SecuritiesFirst Offer Price. (iiie) If In the Offering Partner receives one or more Participation Notices for event any Offered Shares remain unpurchased following the purchase termination of the ten business day period referred to in Section 3.5(d) above, then the Section 3.5 Seller shall have 120 days following the termination of such ten business day period within which to consummate the sale of all of the Specified Securities, then the Offering Partner may transfer all of the Specified Securities remaining Offered Shares to a third party, Third Party at a price per share in cash equal to or greater than the First Offer Price and on other terms and conditions no more favorable to the Offering Partner Purchaser than as set forth in the First Offer Notice. In the event the proposed purchase price of a Third Party for the remaining Offered Shares is less than the terms and conditions contained in First Offer Price, the Participation Notice most favorable to Section 3.5 Seller shall not Transfer any of such remaining Offered Shares at such lower price (the Offering Partner, during "Reoffer Price") ------------- unless the 180-day period immediately following the expiration of the Offer Period. Any Partner Interests not transferred within such 180-day period will be once again subject to the provisions of this Section 3(b) upon subsequent transfer. (iv) If the Offering Partner does not receive any Participation Notices within the Option Period or does not receive Participation Notices with respect to all of the Specified Securities in a single Transfer, then the Offering Partner may transfer all of the Specified Securities to a third party at a price on and on terms determined by such Offering Partner in its sole discretion, during the 180-day period immediately following the expiration of the Offer Period. Any Partner Interests not transferred within such 180-day period will be once again subject to the provisions of this Section 3(b) upon subsequent transfer.Section

First Offer Rights. (i) Subject to Section 3(c) below, At least 20 days prior to any proposed Transfer of Common any Units by any Common Partner a Unitholder (other than (i) pursuant to an Approved Sale, a Public Sale, or a Transfer to a Permitted Transferee of such Common Partner or (ii) a Transfer by an ABRY-Affiliated Partnerin accordance with Section 2(c)), the Partner proposing to make Unitholder making such a Transfer (the “Offering PartnerUnitholder”) shall deliver a written notice (the “Transfer Notice”) to each the LLC and to the Other Partner holding Class A Common Units Unitholders (such Other Unitholders, the “Eligible PurchasersUnitholder Offerees”) ), specifying in reasonable detail the number (and type) type of Partner Interests Units proposed to be Transferred transferred, the proposed purchase price (the “Specified Securities”). (ii) For a period of 30 days following receipt of a Transfer Notice (the “Offer Period”which shall be payable solely in cash), the Offering Partner shall negotiate in good faith for proposed transferee (if known) and the sale other proposed terms and conditions of the Specified Securities with any Eligible Purchaser expressing a good faith desire to purchase such Specified Securities, and any Eligible Purchaser Transfer. The LLC may elect to offer purchase all (but not less than all) of the Units proposed to be transferred, at the same price and on the same terms and conditions set forth in the Transfer Notice, by delivering written notice of such election to the Offering Unitholder and the Unitholder Offerees within 15 days after the Transfer Notice has been delivered to the LLC. If the LLC has not elected within such 15-day period to purchase all of the Units proposed to be transferred, the Unitholder Offerees (together with the LLC) may elect to purchase all or any portion (but, together with the LLC and the other Unitholder Offerees, not less than all) of the Specified SecuritiesUnits to be transferred, for a purchase price, at the same price and on the other same terms and conditions specified by such Eligible Purchaserset forth in the Transfer Notice, by delivering a written notice (a “Participation Notice”) of such election to the Offering Partner on or prior Unitholder within 20 days after the Transfer Notice has been delivered to the end of Unitholder Offerees (the Offer “Unitholder Option Period”). The Offering Partner mayIf the Unitholder Offerees (together with the LLC if it has elected to participate) have, in its sole discretionthe aggregate, elect elected to accept purchase more than the offer price and other terms and conditions number of Units set forth in any Participation Notice the Transfer Notice, such offered Units shall be allocated (i) first, to the LLC in the amount that the LLC elected to purchase (if any), and (ii) second, for each type of Units to be transferred, among such Unitholder Offerees in accordance with respect to all or any portion each such Unitholder Offeree’s proportionate ownership of the Specified Securities. (iii) If the Offering Partner receives one or more Participation Notices for the purchase such type of Units owned by all of the Specified SecuritiesUnitholder Offerees electing to participate in such purchase; provided, that, for purposes of allocating such offered Units among such Unitholder Offerees, if any such Units held by such Unitholder Offerees are subject to vesting pursuant to the terms of any Executive Subscription Agreement or any other agreement between the LLC or any of its Subsidiaries and any Unitholder, such Units shall be taken into account in determining such proportionate ownership only if, and only to the extent that, they have vested pursuant to the terms of such agreement. If the LLC and/or the Unitholder Offerees do not elect to purchase all of the Units specified in the Transfer Notice, then the Offering Partner Unitholder may transfer all of the Specified Securities Units specified in the Transfer Notice to a third party, one or more transferee(s) at a price and on terms and conditions no more favorable to the Offering Partner transferee(s) thereof than the terms and conditions contained specified in the Participation Transfer Notice most favorable to the Offering Partner, during the 18060-day period immediately following the expiration of the Offer Unitholder Option Period, subject to Section 2(b). Any Partner Interests Units not transferred within such 18060-day period will be once again subject to the provisions of this Section 3(b2(a) upon subsequent transferTransfer. (iv) If the Offering Partner does not receive any Participation Notices within the Option Period or does not receive Participation Notices with respect to all of the Specified Securities in a single Transfer, then the Offering Partner may transfer all of the Specified Securities to a third party at a price on and on terms determined by such Offering Partner in its sole discretion, during the 180-day period immediately following the expiration of the Offer Period. Any Partner Interests not transferred within such 180-day period will be once again subject to the provisions of this Section 3(b) upon subsequent transfer.