Common use of Options on Assignment Clause in Contracts

Options on Assignment. Except as provided in Section 5.1 of this Agreement and subject to the provisions of the remaining sentences of this Section 5.2, before any Partner (including any heir, devisee, legatee, personal representative, or assignee or transferee of any Partner) may assign or transfer all or any part of his or her Partnership Interests, he or she must first (i) notify each of the other Partners by United States Certified Mail, Return Receipt Requested, as to the Partnership Interests he or she intends to assign or transfer, the name of the proposed assignee or transferee, and the price and terms upon which the assignment or transfer is to be made (hereinafter referred to as “the Notice”) and (ii) obtain the unanimous written consent of the Partners, which consent may be granted or withheld in each said Partner’s sole discretion, to allow such assignment or transfer (hereinafter referred to as “Consent”). If, within sixty (60) days of the date of such Notice to purchase, such assigning Partner has not received Consent, then it shall be presumed that the non-assigning Partners denied such assignment or transfer. If the assigning Partner has received Consent, the Company shall have an exclusive option for a period of ninety (90) days after the date of such Notice to purchase, at the price and on the terms set out in the Notice, all (but not less than all) of the Partnership Interests to be Disposed of. If Consent is received and the foregoing option is not exercised, each of the non-assigning Partners shall have an exclusive option for a period of thirty (30) days after (i) the primary option expires or (ii) notice of non-exercise of the primary option is given, whichever is first to occur, to purchase, at the price and on the terms set out in the Notice, all (but not less than all) of the Partnership Interests to be Disposed of. The purchasing Partners shall have the right to exercise said option in such proportions as they agree upon among themselves or, in the absence of any such agreement, in proportion to their respective Partnership Interests as reflected by the Company books on the date such Notice is given. If Consent is received and neither of the foregoing options are exercised, the selling Partner may assign or transfer his or her Partnership Interests at the price, on the terms, and to the assignee or transferee stated in the notice at any time within sixty (60) days after the foregoing option to the non-assigning Partners expires, but not thereafter unless and until he or she gives a new notice to the other Partners holding a majority of the total Partnership Interests (other than the assigning Partner’s Partnership Interests) again consent, and they and the Company again fail to exercise their respective options under the foregoing provisions. Notwithstanding any provision in this Section to the contrary, with respect to any donative or testamentary transfer to a proposed transferee (other than as provided in Section 5.1 of this Agreement), the Company or the purchasing Partner shall exercise their respective options upon the price as determined in Section 5.3 of the Agreement.