Common use of Pre-Emptive Right Clause in Contracts

Pre-Emptive Right. Except as otherwise provided in Section 8.04, if either party (the "Selling Party") desires to Transfer all or any part of its Interest, the other party (the "Remaining Party") shall have a pre-emptive right to acquire such Interest as provided in this Section 8.03: (a) if the Selling Party intends to Transfer all or any of its Interest, it shall promptly notify the Remaining Party of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Alternatively, the Selling Party may propose terms of a sale that may be offered to a prospective purchaser. If the consideration for the intended Transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent based upon the fair market value of the non-monetary consideration stated in terms of cash or currency, together with information sufficient to establish the basis for such equivalence. The Remaining Party shall have 30 days from the date such notice is delivered to notify the Selling Party whether it elects to acquire the offered interest for the same consideration or its monetary equivalent in cash or currency, and on the same terms and conditions as set forth in the notice. If the Remaining Party so elects, the Transfer shall be consummated promptly after notice of such election is delivered to the Selling Party; (b) if the Remaining Party does not so elect within the period provided for in Section 8.03(a), the Selling Party shall have 90 days following the expiration of such period to consummate the Transfer to a third party for the consideration and on terms no less favourable than those offered by it to the Remaining Party in the notice required in Section 8.03(a); and (c) if the Selling Party fails to consummate the Transfer to a third party within the period set forth in Section 8.03(b), the pre-emptive right of the Remaining Party in such offered Interest shall be deemed to be revived. Any subsequent proposal to Transfer such Interest shall be conducted in accordance with all of the procedures set forth in this Section 8.03.

Pre-Emptive Right. Except as otherwise provided in Section 8.04, if either party (the "Selling Party") If a Participant desires to Transfer all or any part of its Participating Interest, the other party (the "Remaining Party") Participant shall have a pre-emptive right to acquire such Interest interests as provided in this Section 8.0315.3: (a) if a Participant (the “Selling Party Party”) intends to Transfer all or any of its Interest, it Participating Interest shall promptly notify the Remaining other Party (the “Other Party”) of its intentions. The notice shall Notice must state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Alternatively, the Selling Party may propose terms of a sale that may be offered to a prospective purchaser. If the consideration for the intended Transfer is, in whole or in part, other than monetary, the notice shall Notice must describe such consideration and its monetary equivalent based upon the fair market value of the non-monetary consideration stated in terms of cash or currency, together with information sufficient to establish the basis for such equivalence. The Remaining Other Party shall have 30 45 days from the date such notice Notice is delivered to notify the Selling Party whether it elects to acquire the offered interest in its entirety for the same consideration consideration, or its monetary equivalent in cash or currency, and on the same terms and conditions as set forth in the noticeNotice. If the Remaining Party it does so electselect, the Parties shall consummate the Transfer shall be consummated promptly after notice Notice of such election is delivered to the Selling Party; (b) if the Remaining Other Party does not so elect within the period provided for in Section 8.03(a15.3(a), the Selling Party shall have has 90 days following the expiration of such period to consummate the Transfer to a third party for the consideration and on terms no less favourable to it than those offered by it to the Remaining Other Party in the notice Notice required in Section 8.03(a15.3(a); and (c) if the Selling Party fails to consummate the Transfer to a third party within the period and in accordance with the requirements set forth in Section 8.03(b15.3(b), the pre-pre- emptive right of the Remaining Other Party in such offered Interest shall be deemed to be interest is revived. Any subsequent proposal to Transfer such Interest shall be conducted in accordance with interest is subject to all of the procedures set forth in this Section 8.0315.3.

Pre-Emptive Right. Except as otherwise provided in Section 8.0411.04, if either party (the "Selling Party") desires to Transfer all or any part of its Interest, the other party (the "Remaining Party") shall have a pre-emptive right to acquire such Interest as provided in this Section 8.0311.03: (a) if the Selling Party intends to Transfer all or any of its Interest, it shall promptly notify the Remaining Party of its intentions. The notice shall state the price price, which shall strictly be in cash, and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Alternatively, the Selling Party may propose terms of a sale that may be offered to a prospective purchaser. If the consideration for the intended Transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent based upon the fair market value of the non-monetary consideration stated in terms of cash or currency, together with information sufficient to establish the basis for such equivalence. The Remaining Party shall have 30 days from the date such notice is delivered to notify the Selling Party whether it elects to acquire the offered interest for the same consideration or its monetary equivalent in cash or currencyconsideration, and on the same terms and conditions as set forth in the notice. If the Remaining Party so elects, the Transfer shall be consummated promptly after notice of such election is delivered to the Selling Party; (ba) if the Remaining Party does not so elect within the period provided for in Section 8.03(a11.03(a), the Selling Party shall have 90 days following the expiration of such period to consummate the Transfer to a third party for the consideration and on terms no less favourable than those offered by it to the Remaining Party in the notice required in Section 8.03(a11.03(a); and (cb) if the Selling Party fails to consummate the Transfer to a third party within the the- - period set forth in Section 8.03(b11.03(b), the pre-emptive right of the Remaining Party in such offered Interest shall be deemed to be revived. Any subsequent proposal to Transfer such Interest shall be conducted in accordance with all of the procedures set forth in this Section 8.0311.03.

Pre-Emptive Right. Except as otherwise provided in Section 8.0414.04, if either party Participant (the "Selling PartyParticipant") desires to Transfer all or any part of its Participating Interest, or its Net Smelter Return, the other party Participant (the "Remaining PartyParticipant") shall have a pre-emptive right to acquire such Interest interests as provided in this Section 8.0314.03: (a) if the Selling Party Participant intends to Transfer all or any of its Participating Interest, or its Net Smelter Return, it shall promptly notify the Remaining Party Participant of its intentions. The notice shall state the price price, which shall strictly be in cash and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Alternatively, the Selling Party Participant may propose terms of a sale that may be offered to a prospective purchaser. If the consideration for the intended Transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent based upon the fair market value of the non-monetary consideration stated in terms of cash or currency, together with information sufficient to establish the basis for such equivalence. The Remaining Party Participant shall have 30 days from the date such notice is delivered to notify the Selling Party Participant whether it elects to acquire the offered interest for the same consideration or its monetary equivalent in cash or currencyconsideration, and on the same terms and conditions as set forth in the notice. If the Remaining Party Participant so elects, the Transfer shall be consummated promptly after notice of such election is delivered to the Selling PartyParticipant; (b) if the Remaining Party Participant does not so elect within the period provided for in Section 8.03(a14.03(a), the Selling Party Participant shall have 90 days following the expiration of such period to consummate the Transfer to a third party for the consideration and on terms no less favourable than those offered by it to the Remaining Party Participant in the notice required in Section 8.03(a14.03(a); and (c) if the Selling Party Participant fails to consummate the Transfer to a third party within the period set forth in Section 8.03(b14.03(b), the pre-emptive right of the Remaining Party Participant in such offered Interest interest shall be deemed to be revived. Any subsequent proposal to Transfer such Interest interest shall be conducted in accordance with all of the procedures set forth in this Section 8.0314.03.

Pre-Emptive Right. Except as otherwise provided in Section 8.0415.4, if either party (the "Selling Party") a Participant desires to Transfer all or any part of its InterestParticipating Interest or the Net Profits Royalty, the other party (the "Remaining Party") Participant shall have a pre-pre- emptive right to acquire such Interest interests as provided in this Section 8.0315.3: (a) if the Selling Party a Participant intends to Transfer all or any of its InterestParticipating Interest or the Net Profits Royalty, it shall promptly notify the Remaining Party other Participant of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Alternatively, the Selling Party Participant desiring to sell may propose terms of a sale that may be offered to a prospective purchaser. If if the consideration for the intended Transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent based upon the fair market value of the non-monetary consideration stated in terms of cash or currency, together with information sufficient to establish the basis for such equivalence. The Remaining Party other Participant shall have 30 days from the date such notice is delivered to notify the Selling Party transferring Participant whether it elects to acquire the offered interest for the same consideration consideration, or its monetary equivalent in cash or currency, and on the same terms and conditions as set forth in the notice. If the Remaining Party other Participant so elects, the Transfer shall be consummated promptly after notice of such election is delivered to the Selling Partytransferring Participant; (b) if the Remaining Party other Participant does not so elect within the period provided for in Section 8.03(a15.3(a), the Selling Party transferring Participant shall have 90 days following the expiration of such period to consummate the Transfer to a third party for the consideration and on terms no less favourable than those offered by it to the Remaining Party other Participant in the notice required in Section 8.03(a15.3(a); and (c) if the Selling Party transferring Participant fails to consummate the Transfer to a third party within the period set forth in Section 8.03(b15.3(b), the pre-emptive right of the Remaining Party other Participant in such offered Interest interest shall be deemed to be revived. Any subsequent proposal to Transfer such Interest interest shall be conducted in accordance with all of the procedures set forth in this Section 8.0315.3.

Pre-Emptive Right. Except as otherwise provided in Section 8.04, if either party (the "Selling Party") desires to Transfer all or any part of its Interest, the other party (the "Remaining Party") shall have a pre-emptive right to acquire such Interest as provided in this Section 8.03: (a) if the Selling Party intends Should Pelawan wish to Transfer all or any of its Interest, it shall promptly notify the Remaining Party of its intentions. The notice shall state Consideration Shares comprising the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Alternatively, the Selling Party may propose terms of a sale that may be offered to a prospective purchaser. If the consideration for the intended Transfer is, in whole or in partSurplus Pelawan Shareholding, other than monetarythe Bleed Share Entitlement, Pelawan shall submit an offer (“the notice shall describe such consideration and its monetary equivalent based Offer”) in writing to Anooraq, upon the fair market value following terms and conditions: (a) the Offer shall: (i) be in writing and delivered by Pelawan to Anooraq; (ii) be irrevocable and open for acceptance by Anooraq for a period of ten Business Days following the date of receipt of the non-monetary consideration stated Offer by Anooraq; (iii) stipulate a cash price (which shall be expressed and payable in CAD) at which Pelawan wishes to sell the offered Consideration Shares; provided that such price shall be payable free of set off or other deduction against delivery of the certificates in respect of the offered Consideration Shares in negotiable form; (iv) disclose the identity of the third party, if any, to whom Pelawan wishes to Transfer the offered Consideration Shares; and (v) not, save for the above provisions of this Section 4.04(a), be subject to any other terms or conditions except that: (A) the whole or a part only of cash or currencythe Offer may be accepted; (B) the Offer may be assigned by Anooraq to any third party; and (C) in the event that the Offer is accepted, together with information sufficient to establish delivery of the basis for such equivalence. The Remaining Party offered Consideration Shares shall have be made no later than 30 days Business Days from the date such notice is delivered of acceptance, against payment of the cash price referred to notify the Selling Party whether it elects to acquire the offered interest for the same consideration or its monetary equivalent in cash or currency, and on the same terms and conditions as set forth in the notice. If the Remaining Party so elects, the Transfer shall be consummated promptly after notice of such election is delivered to the Selling Party;Section 4.04(a)(iii). (b) if the Remaining Party does not so elect within the period provided for in Section 8.03(a), the Selling Party shall have 90 days following the expiration of such period to consummate the Transfer to an Offer has been made by a third party for to Pelawan, such Offer shall be accompanied by: (i) a written memorandum setting out the consideration cash price (which shall be expressed and on payable in CAD) (the “Third Party Price”) and all other terms no less favourable than those and conditions that have been offered to Pelawan orally by it to the Remaining Party in the notice required in Section 8.03(a)such third party, if any; and (ii) a true and complete copy of any written offer made to Pelawan by such third party, if any. (c) if should Anooraq not accept the Selling Offer, then Pelawan shall be entitled within 30 days after such non-acceptance, to sell and transfer all the offered Consideration Shares (but not a part only), or any balance of such offered Consideration Shares as remain after acceptance by Anooraq of a portion of the offered Consideration Shares, but at not less than the Third Party fails Price and on conditions which are not more favourable to consummate the relevant third party than those at which Anooraq was entitled to purchase the Consideration Shares under the terms of the Offer; and (d) to the extent that Pelawan does not sell the offered Consideration Shares pursuant to the provisions of this Section 4.04, all such provisions shall again apply, mutatis mutandis, to the Transfer to a third party within the period set forth in Section 8.03(b), the pre-emptive right of the Remaining Party in such offered Interest shall be deemed to be revived. Any subsequent proposal to Transfer such Interest shall be conducted in accordance with all of the procedures set forth in this Section 8.03Consideration Shares by Pelawan.

Pre-Emptive Right. Except as otherwise provided in Section 8.049.04, if either party (the "“Selling Party"”) desires to Transfer all or any part of its Interest, the other party (the "“Remaining Party"”) shall have a pre-emptive right to acquire such Interest as provided in this Section 8.039.03: (a) if the Selling Party intends to Transfer all or any of its Interest, it shall promptly notify the Remaining Party of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Alternatively, the Selling Party may propose terms of a sale that may be offered to a prospective purchaser. If the consideration for the intended Transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent based upon the fair market value of the non-monetary consideration stated in terms of cash or currency, together with information sufficient to establish the basis for such equivalence. The Remaining Party shall have 30 days from the date such notice is delivered to notify the Selling Party whether it elects to acquire the offered interest for the same consideration or its monetary equivalent in cash or currency, and on the same terms and conditions as set forth in the notice. If the Remaining Party so elects, the Transfer shall be consummated promptly after notice of such election is delivered to the Selling Party; (b) if the Remaining Party does not so elect within the period provided for in Section 8.03(a9.03(a), the Selling Party shall have 90 days following the expiration of such period to consummate the Transfer to a third party for the consideration and on terms no less favourable than those offered by it to the Remaining Party in the notice required in Section 8.03(a9.03(a); and (c) if the Selling Party fails to consummate the Transfer to a third party within the period set forth in Section 8.03(b9.03(b), the pre-emptive right of the Remaining Party in such offered Interest shall be deemed to be revived. Any subsequent proposal to Transfer such Interest shall be conducted in accordance with all of the procedures set forth in this Section 8.039.03.

Pre-Emptive Right. Except as otherwise provided in Section 8.0414.04, if either party Participant (the "Selling PartyParticipant") desires to Transfer all or any part of its Participating Interest, or its Net Smelter Return, the other party Participant (the "Remaining PartyParticipant") shall have a pre-emptive right to acquire such Interest interests as provided in this Section 8.0314.03: (a) if the Selling Party Participant intends to Transfer all or any of its Participating Interest, or its Net Smelter Return, it shall promptly notify the Remaining Party Participant of its intentions. The notice shall state the price price, which shall strictly be in cash and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Alternatively, the Selling Party Participant may propose terms of a sale that may be offered to a prospective purchaser. If the consideration for the intended Transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent based upon the fair market value of the non-monetary consideration stated in terms of cash or currency, together with information sufficient to establish the basis for such equivalence. The Remaining Party Participant shall have 30 days from the date such notice is delivered to notify the Selling Party Participant whether it elects to acquire the offered interest for the same consideration or its monetary equivalent in cash or currencyconsideration, and on the same terms and conditions as set forth in the notice. If the Remaining Party Participant so elects, the Transfer shall shall--be consummated promptly after notice of such election is delivered to the Selling PartyParticipant; (b) if the Remaining Party Participant does not so elect within the period provided for in Section 8.03(a14.03(a), the Selling Party Participant shall have 90 days following the expiration of such period to consummate the Transfer to a third party for the consideration and on terms no less favourable than those offered by it to the Remaining Party Participant in the notice required in Section 8.03(a14.03(a); and (ca) if the Selling Party Participant fails to consummate the Transfer to a third party within the period set forth in Section 8.03(b14.03(b), the pre-emptive right of the Remaining Party Participant in such offered Interest interest shall be deemed to be revived. Any subsequent proposal to Transfer such Interest interest shall be conducted in accordance with all of the procedures set forth in this Section 8.0314.03.