Common use of Preemptive Right Clause in Contracts

Preemptive Right. Except as otherwise provided in Section 13.4, if a Participant desires to transfer all or any part of its Participating Interest or an Affiliate desires to transfer control of a Participant, the other Participant shall have a preemptive right as provided in this Section 13.3. 13.3.1 If a past or present Participant intends to transfer all or any part of its Participating Interest or an Affiliate of either Participant intends to transfer Control of such Participant, the transferring Participant or Affiliate (“Transferring Entity”) shall promptly notify the 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. 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 fair market value in United States currency. The other Participant shall have thirty (30) days from the date such Notice is delivered to notify the Transferring Entity whether it elects to acquire the offered interest at the same price (or its monetary equivalent) and on the same terms and conditions as set forth in the Notice. If it does so elect, the transfer shall be consummated promptly, but in no event more than thirty (30) days, after Notice of such election is delivered to the Transferring Entity. 13.3.2 If the other Participant fails to so elect within the period provided for in Subsection 13.3.1, the Transferring Entity shall have ninety (90) days following the expiration of such period to consummate the transfer to a third party at a price and on terms no less favorable to the Transferring Entity than those set forth in the Notice required in Subsection 13.3.1. 13.3.3 If the Transferring Entity fails to consummate the transfer to a third party within the period set forth in Subsection 13.3.2, the preemptive right of the other Participant 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 13.3.

Preemptive Right. Except as otherwise provided in Section 13.415.4, if a Participant desires to transfer Transfer all or any part of its interest in this Agreement, any Participating Interest Interest, or an Affiliate desires to transfer control of a Participantthe Assets, the other Participant shall have a preemptive right to acquire such interests as provided in this Section 13.315.3. 13.3.1 If a past or present (a) A Participant intends intending to transfer Transfer all or any part of its interest in this Agreement, any Participating Interest Interest, or an Affiliate of either Participant intends to transfer Control of such Participant, the transferring Participant or Affiliate (“Transferring Entity”) Assets shall promptly notify the other Participant of its intentions. The Notice notice shall state the price and all other pertinent terms and conditions of the intended transfertransaction, and shall be accompanied by a copy of the offer or contract for sale. If any portion of the consideration for the intended to be received is in nonmonetary form, including an exchange of property, a transfer is, in whole of securities or in part, other than monetaryan undertaking to act or refrain from acting, the Notice notice shall describe such consideration and its monetary value, based on the fair market value in United States currencyof such nonmonetary consideration. The other Participant shall have thirty (30) 60 days from the date such Notice notice is delivered to notify the Transferring Entity transferring Participant whether it elects to acquire the offered interest at the same price (or its monetary equivalent) and on the same terms and conditions as set forth in the Noticenotice (or their monetary equivalent). If it does so elect, the transfer transaction shall be consummated promptly, but in no event more than thirty (30) days, promptly after Notice notice of such election is delivered to the Transferring Entitytransferring Participant. 13.3.2 (b) If the other Participant fails to so elect within the period provided for in Subsection 13.3.1Section 15.3(a), the Transferring Entity transferring Participant shall have ninety (90) 180 days following the expiration of such period to consummate the transfer Transfer to a third party at a price and on terms no less favorable than those offered by the transferring Participant to the Transferring Entity than those set forth other Participant in the Notice notice required in Subsection 13.3.1Section 15.3(a). 13.3.3 (c) If the Transferring Entity transferring Participant fails to consummate the transfer Transfer to a third party within the period set forth in Subsection 13.3.2Section 15.3(b), the preemptive right of the other Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to transfer Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 13.315.3.

Preemptive Right. Except as otherwise provided in Section 13.415.4, if a Participant desires to transfer Transfer all or any part of its interest in this Agreement, any Participating Interest Interest, or an Affiliate desires to transfer control of a Participantthe Assets, the other Participant Participants shall have a preemptive right to acquire such interests as provided in this Section 13.315.3. 13.3.1 If a past or present a) A Participant intends intending to transfer Transfer all or any part of its interest in this Agreement, any Participating Interest Interest, or an Affiliate of either Participant intends to transfer Control of such Participant, the transferring Participant or Affiliate (“Transferring Entity”) Assets shall promptly notify the other Participant Participants of its intentions. The Notice notice shall state the price and all other pertinent terms and conditions of the intended transferTransfer, and shall be accompanied by a copy of the offer or contract for sale. If Each of the consideration for the intended transfer is, in whole or in part, other than monetary, the Notice shall describe such consideration and its monetary fair market value in United States currency. The other Participant Participants shall have thirty (30) 45 days from the date such Notice notice is delivered to notify the Transferring Entity transferring Participant whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price (or its monetary equivalent) and on the same terms and conditions as set forth in the Noticenotice. If it does so elect, the transfer Transfer shall be consummated promptly, but in no event more than thirty (30) days, promptly after Notice notice of such election is delivered to the Transferring Entitytransferring Participant. 13.3.2 b) If either of the other Participant Participants fails to so elect within the period provided for in Subsection 13.3.1Section 15.3(a), the Transferring Entity transferring Participant shall have ninety (90) 90 days following the expiration of such period to consummate the transfer Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favorable favourable than those offered by the transferring Participant to the Transferring Entity than those set forth other Participants in the Notice notice required in Subsection 13.3.1Section 15.3(a). 13.3.3 c) If the Transferring Entity transferring Participant fails to consummate the transfer Transfer to a third party within the period set forth in Subsection 13.3.2Section 15.3(b), the preemptive right of the other Participant Participants in such offered interest shall be deemed to be revived. Any subsequent proposal to transfer Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 13.315.3.

Preemptive Right. Except as otherwise provided in Section 13.415.4, if a Participant desires to transfer Transfer all or any part of its Participating Interest Interest, or an Affiliate desires of either Participant intends to transfer control Transfer Control of such Participant (but not in the event of a Transfer of Control of the publicly-traded company which is the direct or indirect parent of either Participant), the other Participant shall have a preemptive right to acquire the Participating Interest of the Participant intending to Transfer all or any of its Participating Interest or Control of which is being Transferred (the "Transferring Participant"), as provided in this Section 13.315.3. 13.3.1 If a past or present (a) A Participant intends intending to transfer Transfer all or any part of its Participating Interest Interest, or an a Participant whose Affiliate of either Participant intends to transfer Transfer Control of such that Participant, the transferring Participant or Affiliate (“Transferring Entity”) shall promptly notify the other Participant of its such intentions. The Notice notice shall state the price and all other pertinent terms and conditions of the intended transferTransfer, and if such intended Transfer is the result of an offer from a third party, shall be accompanied by a copy of the offer or contract for sale. If the intended Transfer is based upon a third party offer and if the consideration for the intended transfer Transfer is, in whole or in part, other than monetary, the Notice notice shall describe such consideration and its monetary equivalent (based upon the fair market value of the nonmonetary consideration and stated in United States terms of cash or currency). The other Participant shall have thirty (30) 60 days from the date such Notice notice is delivered (or, if the notice indicates that a Participant's Affiliate intends to Transfer Control of a Participant, 60 days from the date the fair market value of the Transferring Participant's Participating Interest is determined pursuant to Section 15.3(d)) to notify the Transferring Entity Participant whether it elects to acquire the offered interest Transferring Participant's Participating Interest at the same price (or its monetary equivalent) and on the same terms and conditions as set forth in the Noticenotice. If it does so elect, the transfer Transfer shall be consummated promptly, but in no event more than thirty (30) days, promptly after Notice notice of such election is delivered to the Transferring Entitytransferring Participant. 13.3.2 (b) If the other Participant fails to so elect within the period provided for in Subsection 13.3.1Section 15.3(a), the Transferring Entity shall have ninety (90) 60 days following the expiration of such period to consummate the transfer Transfer to a third party at a price and on terms no less favorable to than those offered by the Transferring Entity than those set forth to the other Participant in the Notice notice required in Subsection 13.3.1Section 15.3(a), provided, however, that such Transfer shall be subject to (i) the prior written consent of the nontransferring Participant, which consent shall not be unreasonably withheld, and (ii) obtaining any consent required under the Lease or the Surface Use Agreement. 13.3.3 (c) If the Transferring Entity fails to consummate the transfer Transfer to a third party within the period set forth in Subsection 13.3.2Section 15.3(b), the preemptive right of the other Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to transfer Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 13.315.3. (d) If a Participant's Affiliate intends to Transfer Control of that Participant, the Participants acknowledge that the Preemptive Right provided for herein shall apply only to the Transferring Participant's Participating Interest and not to ownership or control of the Transferring Participant itself. In such an event, the Participants also agree that the Participating Interest of the Transferring Participant shall be offered to the other Participant at its then current fair market value. The Transferring Participant shall provide its determination as to the fair market value of its Participating Interest in the notice to the other Participant referred to in Section 15.3(a). If the other Participant disagrees with the Transferring Participant's calculation of the fair market value of its Participating Interest, then the fair market value will be determined by a qualified independent appraiser designated by the other Participant. If the Transferring Participant conveys notice of objection to the person so appointed within five (5) days after receiving notice thereof, then an independent and qualified appraiser shall be appointed by the joint action of the appraiser appointed by the other Participant and a qualified independent appraiser appointed by the Transferring Participant; provided, however, that if the Transferring Participant fails to designate a qualified independent appraiser for such purpose within five (5) days after giving notice of such objection, then the person originally designated by the other Participant shall serve as the appraiser. The appraiser shall make a determination as to the fair market value of the Transferring Participant's Participating Interest not later than thirty (30) days after the effective date of his or her appointment. The fees and expenses of the appraiser shall be split equally between the Participants.

Preemptive Right. Except as otherwise provided in Section 13.47.2, if at any time a Participant Party (the "Offeror") desires to sell, assign, or transfer all or any part of its Participating Interest or an Affiliate desires to transfer control of a Participantinterest in this Agreement and the Property (the "Sale Interest"), then the other Participant Party (each, an "Offeree") shall have a preemptive right to acquire such Sale Interest as provided in this Section 13.3.follows: 13.3.1 If a past or present Participant intends to transfer all or any part of its Participating Interest or an Affiliate of either Participant intends to transfer Control of such Participant, (a) the transferring Participant or Affiliate (“Transferring Entity”) Offeror shall promptly notify the other Participant Offeree of its intentions. The Notice shall state the price in cash or cash equivalent in the form of marketable securities (the "Purchase Price") and all other pertinent terms and conditions of the intended transfer. The Purchase Price may be stated in whole or in part in the form of publicly marketable securities provided that the Offeror delivers together with its Notice given under this subsection 7.1(a) a certificate signed by a duly qualified and reputable securities analyst certifying as to the cash equivalent value of the publicly marketable securities on the date of such Notice. The Offeror need not have any offer in hand, and but if it does, then the Notice shall be accompanied by a copy of the offer or contract for sale. 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 fair market value in United States currency. The other Participant Offeree shall have thirty fifteen (3015) days from after the date such Notice is delivered to notify the Transferring Entity Offeror whether it elects to acquire the offered interest Sale Interest at the same price (or its monetary equivalent) Purchase Price and on the same terms and conditions as set forth in the Notice. If it does so electsuch an election is made, then the transfer shall be consummated promptly, but in no event more than thirty (30) days, promptly after Notice of such election is delivered to the Transferring Entity.Offeror; 13.3.2 If (b) if the other Participant Offeree elects not to acquire the offered Sale Interest or fails to so elect within the fifteen (15) day period provided for in Subsection 13.3.1above, the Transferring Entity Offeror shall have ninety (90) days following the earlier of (i) the date of expiration of such the above mentioned fifteen (15) day period or (ii) the last date when the Offeree elected not to purchase the Sale Interest, to consummate the transfer to a third party at a price at least equal to the Purchase Price and on terms no less favorable favourable to the Transferring Entity Offeror than those set forth offered by the Offeror to the Offeree in the Notice required in Subsection 13.3.1.herein; and 13.3.3 If (c) if the Transferring Entity Offeror fails to consummate the transfer to a third party within the period set forth in Subsection 13.3.2said ninety (90) day period, then the preemptive right of the other Participant Offeree in such offered interest Sale Interest shall be deemed to be revived. Any subsequent proposal to transfer such interest Sale Interest shall be conducted in accordance with all of the procedures set forth in this Section 13.37.

Preemptive Right. Except Any Transfer by either Participant under Section 16.1 and any Transfer by an Affiliate of Control of either Participant shall be subject to a preemptive right of the other Participant as otherwise provided in Section 13.4, if a described below. (a) If either Participant desires intends to transfer Transfer all or any part of its Participating Interest or an Affiliate desires to transfer control of a ParticipantInterest, the other Participant shall have a preemptive right as provided in this Section 13.3. 13.3.1 If a past or present Participant intends to transfer all or any part of its Participating Interest or an Affiliate of either Participant intends to transfer Transfer Control of such Participant, the transferring Participant or Affiliate (“Transferring Entity”) ), such Participant shall promptly notify the other Participant of its intentionssuch intent. The Notice notice shall state the price and all other pertinent terms and conditions of the intended transferTransfer, and shall be accompanied by a copy of the offer or the contract for sale. If the consideration for the intended transfer is, in whole or in part, other than monetary, the Notice notice shall describe such consideration and its monetary equivalent (based upon the fair market value of the non-monetary consideration and stated in United States terms of cash or currency. ). (b) The other Participant shall have thirty ninety (3090) days from the date such Notice notice is delivered received to notify the Transferring Entity whether it elects to acquire the offered interest at the same price (or its monetary equivalentequivalent in cash or currency) and on the same terms and conditions as set forth in the Noticenotice. If it does so elect, the transfer acquisition by the other Participant shall be consummated promptly, but in no event more than thirty (30) days, promptly after Notice notice of such election is delivered to the Transferring Entitydelivered. 13.3.2 (c) If the other Participant fails to so elect within the period provided for in Subsection 13.3.1above, the Transferring Entity shall have ninety one hundred eighty (90180) days following the expiration of such period to consummate the transfer Transfer to a the third party at a price and on terms no less favorable to the Transferring Entity than those set forth in the Notice required in Subsection 13.3.1. 13.3.3 offered. If the Transferring Entity fails to consummate the transfer Transfer to a third party within the period set forth in Subsection 13.3.2above, the preemptive right of the other Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to transfer Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 13.3Subsection. (d) These procedures shall not apply to the following: (i) Transfer by either Participant of all or any part of its Participating Interest to an Affiliate; pursuant to an incorporation, or corporate consolidation or reorganization of a Participant by which the surviving entity shall possess substantially all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Participant; or corporate merger or amalgamation by which the surviving entity or amalgamated company shall possess all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Participant. (ii) Subject to Subsection 16.2(g) of the Agreement, the grant by either Participant of a security interest in its Participating Interest by Encumbrance. (iii) the creation by any Affiliate of either Participant of an Encumbrance affecting its Control of such Participant. (iv) a sale or other commitment or disposition of Products or proceeds from sale of Products by either Participant upon distribution to it pursuant to Article XI of the Agreement. (e) Failure of a Participant’s Affiliate to comply with this Article XVI shall be a breach by such Participant of this Agreement.

Preemptive Right. Except as otherwise provided Each of the Parties having ownership of the Joint Venture hereby grants to the other Parties owning an interest in Section 13.4the Joint Venture the right of first refusal to acquire its respective percentage ownership of the Joint Venture on the terms hereof. In the event that any of the Parties (each, if a Participant desires “Selling Party”) receives an offer to transfer purchase all or any part portion of its Participating Interest or an Affiliate desires to transfer control percentage ownership of a Participantthe Joint Venture (the “Offered Interests”), then the other Participant Selling Party shall have a preemptive right as provided in this Section 13.3. 13.3.1 If a past or present Participant intends to transfer all or any part of its Participating Interest or an Affiliate of either Participant intends to transfer Control of such Participant, the transferring Participant or Affiliate (“Transferring Entity”) shall promptly immediately notify the other Participant Parties in writing (the “Notice”) of its intentions. The Notice shall state the price offer and all other pertinent disclose the terms and conditions of thereof, including but not limited to the intended transfer, and shall be accompanied by a copy of offered price (the offer or contract for sale. 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 fair market value in United States currency“Offered Price”). The other Participant Parties may, but shall have thirty not be obligated to, purchase its pro rata shares of the Offered Interests at the Offered Price. Within 60 days of receipt of the Notice (30) days from the date such Notice is delivered “Expiration Date”), each of the Parties desiring to purchase its pro rata portion of the Offered Interests shall notify the Transferring Entity whether it Selling Party of its intention to exercise this right of first refusal. If any of the Parties elects to acquire exercise its right of first refusal, then the offered interest at closing shall occur not later than 90 days after the same price (or its monetary equivalent) and on the same terms and conditions as set forth in the NoticeExpiration Date. If it does so elect, the transfer shall be consummated promptly, but in no event more less than thirty (30) days, after Notice of such election is delivered to the Transferring Entity. 13.3.2 If the other Participant fails to so elect within the period provided for in Subsection 13.3.1, the Transferring Entity shall have ninety (90) days following the expiration of such period to consummate the transfer to a third party at a price and on terms no less favorable to the Transferring Entity than those set forth in the Notice required in Subsection 13.3.1. 13.3.3 If the Transferring Entity fails to consummate the transfer to a third party within the period set forth in Subsection 13.3.2, the preemptive right of the other Participant 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 13.3.Parties elect to exercise the right of first refusal, the exercising Parties shall be entitled to purchase their pro rata portion of the non-exercising Parties. If none of the Parties elects to exercise its right of first refusal or all Parties fail to respond before the Expiration Date, then the Selling Party may sell the Offered Interests at the Offered Price to the offering third party. If such sale does not occur within 90 days after the Expiration Date, then the Selling Party must again offer the right of first refusal to all Parties prior to any sale. CHAPTER 15: AMENDMENT, ALTERATION AND TERMINATION OF THIS AGREEMENT

Preemptive Right. Except as If Silverado intends to sell, lease, grant, assign, encumber, pledge or otherwise provided in Section 13.4, if a Participant desires to transfer commit or dispose of ("Transfer") all or any part of its Participating Interest or an Affiliate desires to transfer control of a Participantinterest in any real property within the Silverado Adjacent Properties, the other Participant shall have a preemptive right as provided in this Section 13.3. 13.3.1 If a past or present Participant intends to transfer all or any part of its Participating Interest or an Affiliate of either Participant intends to transfer Control of such Participant, the transferring Participant or Affiliate (“Transferring Entity”) it shall promptly notify the other Participant PDUS of its intentions. The Notice notice shall state the price and all other pertinent terms and conditions of by which Silverado would agree to consummate the intended transferTransfer, and if such intended Transfer is the result of an offer from a third party, shall be accompanied by a copy of the offer or contract for sale. If the intended Transfer is based upon a third-party offer and if the consideration for the intended transfer Transfer is, in whole or in part, other than monetary, the Notice notice shall describe such consideration and its monetary equivalent (based upon the fair market value of the nonmonetary consideration and stated in United States terms of cash or currency). The other Participant PDUS shall have thirty (30) 30 days from the date such Notice notice is delivered to notify the Transferring Entity Silverado whether it elects to acquire the offered interest at the same price (or its monetary equivalent) and on the same terms and conditions as set forth in the Noticenotice. If it PDUS does so elect, the transfer Transfer shall be consummated promptly, but in no event more than thirty (30) days, promptly after Notice notice of such election is delivered to the Transferring Entity. 13.3.2 Silverado. If the other Participant PDUS fails to so elect within the thirty-day period provided for in Subsection 13.3.1above, the Transferring Entity Silverado shall have ninety (90) 90 days following the expiration of such period to consummate the transfer Transfer to a third party at a price and on terms no less favorable to the Transferring Entity than those set forth offered by Silverado to PDUS in the Notice required in Subsection 13.3.1. 13.3.3 notice. If the Transferring Entity Silverado fails to consummate the transfer Transfer to a third party within the ninety-day period set forth in Subsection 13.3.2above, the preemptive right of the other Participant PDUS in such offered interest shall be deemed to be revived. Any subsequent proposal to transfer Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 13.311.2.

Preemptive Right. Except as otherwise provided in Section 13.415.4, if a ----------------- Participant desires to transfer Transfer all or any part of its interest in this Agreement, any Participating Interest Interest, or an Affiliate desires to transfer control of a Participantthe Assets, the other Participant shall have a preemptive right to acquire such interests as provided in this Section 13.315.3. 13.3.1 If a past or present (a) A Participant intends intending to transfer Transfer all or any part of its interest in this Agreement, any Participating Interest Interest, or an Affiliate of either Participant intends to transfer Control of such Participant, the transferring Participant or Affiliate (“Transferring Entity”) Assets shall promptly notify the other Participant of its intentions. The Notice notice shall state the price and all other pertinent terms and conditions of the intended transferTransfer, and shall be accompanied by a copy of the offer or contract for sale. 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 fair market value in United States currency. The other Participant shall have thirty (30) 30 days from the date such Notice notice is delivered to notify the Transferring Entity transferring Participant whether it elects to acquire the offered interest at the same price (or its monetary equivalent) and on the same terms and conditions as set forth in the Noticenotice. If it does so elect, the transfer Transfer shall be consummated promptly, but in no event more than thirty (30) days, promptly after Notice such notice of such election is delivered to the Transferring Entitytransferring Participant. 13.3.2 (b) If the other Participant fails to so elect within the period provided for in Subsection 13.3.1Section 15.3(a), the Transferring Entity transferring Participant shall have ninety (90) 30 days following the expiration of such period to consummate the transfer Transfer to a third party at a price and on terms no less favorable than those offered by the transferring Participant to the Transferring Entity than those set forth other Participant in the Notice notice required in Subsection 13.3.1Section 15.3(a). 13.3.3 (c) If the Transferring Entity transferring Participant fails to consummate the transfer Transfer to a third party within the period set forth in Subsection 13.3.2Section 15.3(b), the preemptive right of the other Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to transfer Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 13.315.3.

Preemptive Right. Except as otherwise Any Transfer by either Member under Section 7.1 and any Transfer by an Affiliate in Control of either Member shall be subject to a preemptive right of the other Member to the extent provided in herein. Failure of a Member's Affiliate to comply with this Section 13.4, if shall be a Participant desires breach by such Member of this Agreement. If either Member intends to transfer Transfer all or any part of its Participating Interest or an Affiliate desires to transfer control of a ParticipantOwnership Interest, the other Participant shall have a preemptive right as provided in this Section 13.3. 13.3.1 If a past or present Participant intends to transfer all or any part of its Participating Interest or an Affiliate of either Participant Member intends to transfer Transfer Control of such Participant, the transferring Participant or Affiliate Member (“"Transferring Entity”) "), such Member shall promptly notify the other Participant Member of its such intentions. The Notice notice shall state the price and all other pertinent terms and conditions of the intended transferTransfer, and shall be accompanied by a copy of the offer or the contract for sale. If the consideration for the intended transfer is, in whole or in part, other than monetary, the Notice notice shall describe such consideration and its monetary equivalent (based upon the fair market value of the nonmonetary consideration and stated in United States terms of cash or currency). If the consideration for the intended transfer includes other interests or properties other than the Ownership Interest or the Transfer of Control of a Member, then the notice shall separately allocate the consideration applicable to the Ownership Interest and/or the Transfer of Control of a Member. The other Participant Member shall have thirty ten (3010) days from the date such Notice notice is delivered to notify the Transferring Entity (and the Member if its Affiliate is the Transferring Entity) whether it elects to acquire the offered interest at the same price (or its monetary equivalentequivalent in cash or currency) and on the same terms and conditions as set forth in the Noticenotice. If it does so elect, the transfer acquisition by the other Member shall be consummated promptly, but in no event more than thirty (30) days, promptly after Notice notice of such election is delivered to the Transferring Entitydelivered. 13.3.2 (a) If the other Participant Member fails to so elect within the period provided for in Subsection 13.3.1above, the Transferring Entity shall have ninety thirty (9030) days following the expiration of such period to consummate the transfer Transfer to a third party at a price and on terms no less favorable to the Transferring Entity than those set forth offered by the Transferring Entity to the other Member in the Notice required in Subsection 13.3.1aforementioned notice. 13.3.3 (b) If the Transferring Entity fails to consummate the transfer Transfer to a third party within the period set forth in Subsection 13.3.2above, the preemptive right of the other Participant Member in such offered interest shall be deemed to be revived. Any subsequent proposal to transfer Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 13.3Paragraph.

Preemptive Right. (a) Except as otherwise provided in Section 13.4this Article XVI, if a Participant either Party desires to transfer Transfer, directly or indirectly, all or any part of its Participating Interest or an Affiliate desires to transfer control of a ParticipantInterest, the other Participant Party shall have a preemptive right to acquire such interests as provided in this Section 13.316.3. 13.3.1 (b) If a past or present Participant intends Party (the "Transferring Party") is intending to transfer Transfer all or any part of its Participating Interest, a Control Interest in itself or an Affiliate of either Participant intends to transfer Control of such Participantor the Assets, the transferring Participant or Affiliate (“Transferring Entity”) it shall promptly notify the other Participant Party of its intentions. The Notice notice shall state the price and all other pertinent terms and conditions of the intended transfer, Transfer including the name of the proposed transferee and shall be accompanied by a copy of the an offer or contract for salesale to the other Party. If the consideration for the intended transfer Transfer is, in whole or in part, other than monetarycash, the Notice notice shall describe such consideration and its monetary cash equivalent (based upon the fair market value of the non cash consideration and stated in United States currencycash). The other Participant Party shall have thirty sixty (3060) days from the date such Notice notice is delivered to notify the Transferring Entity Party whether it elects to acquire the offered interest at the same price (or its monetary cash equivalent) and on the same terms and conditions as set forth in the Noticenotice. If it does so elect, the transfer Transfer shall be consummated promptly, but in no event more than thirty (30) days, promptly after Notice notice of such election is delivered to the Transferring Entity.Party; 13.3.2 (c) If the other Participant Party fails to so elect within the period provided for in Subsection 13.3.116.3(b), the Transferring Entity Party shall have ninety (90) days following the expiration of such period to consummate the transfer Transfer to a third party at a price and on terms no less favorable favourable than those offered by the Transferring Party to the Transferring Entity than those set forth other Party in the Notice notice required in Subsection 13.3.1.16.3(b); 13.3.3 (d) If the Transferring Entity Party fails to consummate the transfer Transfer to a third party within the period set forth in Subsection 13.3.216.3(c), the preemptive right of the other Participant Party in such offered interest shall be deemed to be revived. Any subsequent proposal to transfer Transfer such interest shall also be conducted in accordance with all of the procedures set forth in this Section 13.316.3.

Preemptive Right. Except as otherwise provided in Section 13.4, if a Participant desires to transfer all or any part of its Participating Interest or a past Participant desires to transfer all or any part of a Net Smelter Return royalty, or an Affiliate desires to transfer control of a Participant, the other Participant shall have a preemptive right as provided in this Section 13.3. 13.3.1 If a past or present Participant intends to transfer all or any part of its Participating Interest or any Net Smelter Return royalty, or an Affiliate of either Participant intends to transfer Control of such Participant, the transferring Participant or Affiliate (“Transferring Entity”) shall promptly notify the other Participant of its intentions. The Notice 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. If the consideration for the intended transfer is, in whole or in part, other than monetary, the Notice notice shall describe such consideration and its monetary fair market value in United States currency. The other Participant shall have thirty (30) days from the date such Notice notice is delivered to notify the Transferring Entity whether it elects to acquire the offered interest at the same price (or its monetary equivalent) and on the same terms and conditions as set forth in the Noticenotice. If it does so elect, the transfer shall be consummated promptly, but in no event more than thirty (30) days, after Notice notice of such election is delivered to the Transferring Entity. 13.3.2 If the other Participant fails to so elect within the period provided for in Subsection 13.3.113.3.1 , the Transferring Entity shall have ninety (90) days following the expiration of such period to consummate the transfer to a third party at a price and on terms no less favorable to the Transferring Entity than those set forth in the Notice notice required in Subsection 13.3.1. 13.3.3 If the Transferring Entity fails to consummate the transfer to a third party within the period set forth in Subsection 13.3.2, the preemptive right of the other Participant 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 13.3.

Preemptive Right. Except as otherwise provided in Section 13.415.4, if a Participant desires to transfer Transfer all or any part of its interest in this Agreement, any Participating Interest Interest, or an Affiliate desires to transfer control of a Participantthe Assets, the other Participant shall have a preemptive right to acquire such interests as provided in this Section 13.315.3. 13.3.1 If a past or present (a) A Participant intends intending to transfer Transfer all or any part of its interest in this Agreement, any Participating Interest Interest, or an Affiliate of either Participant intends to transfer Control of such Participant, the transferring Participant or Affiliate (“Transferring Entity”) Assets shall promptly notify the other Participant of its intentions. The Notice notice shall state the price and all other pertinent terms and conditions of the intended transferTransfer, and shall be accompanied by a copy of the offer or contract for sale. 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 fair market value in United States currency. The other Participant shall have thirty (30) 45 days from the date such Notice notice is delivered to notify the Transferring Entity transferring Participant whether it elects to acquire the offered interest at the same price (or its monetary equivalent) and on the same terms and conditions as set forth in the Noticenotice. If it does so elect, the transfer Transfer shall be consummated promptly, but in no event more than thirty (30) days, promptly after Notice notice of such election is delivered to the Transferring Entitytransferring Participant. 13.3.2 (b) If the other Participant fails to so elect within the period provided for in Subsection 13.3.1Section 15.3(a), the Transferring Entity transferring Participant shall have ninety (90) 90 days following the expiration of such period to consummate the transfer Transfer to a third party at a price and on terms no less favorable favourable than those offered by the transferring Participant to the Transferring Entity than those set forth other Participant in the Notice notice required in Subsection 13.3.1Section 15.3(a). 13.3.3 (c) If the Transferring Entity transferring Participant fails to consummate the transfer Transfer to a third party within the period set forth in Subsection 13.3.2Section 15.3(b), the preemptive right of the other Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to transfer Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 13.315.3.

Preemptive Right. Except as otherwise provided in Section 13.415.04, if a Participant desires to transfer Transfer all or any part of its interest in this Agreement, any Participating Interest Interest, or an Affiliate desires to transfer control of a Participantthe Assets, the other Participant shall have a preemptive right to acquire such interests as provided in this Section 13.315.03. 13.3.1 If a past or present (a) A Participant intends intending to transfer Transfer all or any part of its interest in this Agreement, any Participating Interest Interest, or an Affiliate of either Participant intends to transfer Control of such Participant, the transferring Participant or Affiliate (“Transferring Entity”) Assets shall promptly notify the other Participant of its intentions. The Notice notice shall state the price and all other pertinent terms and conditions of the intended transferTransfer, and shall be accompanied by a copy of the offer or contract for sale. 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 fair market value in United States currency. The other Participant shall have thirty (30) 30 days from the date such Notice notice is delivered to notify the Transferring Entity transferring Participant whether it elects to acquire the offered interest at the same price (or its monetary equivalent) and on the same terms and conditions as set forth in the Noticenotice. If it does so elect, the transfer Transfer shall be consummated promptly, but in no event more than thirty (30) days, promptly after Notice notice of such election is delivered to the Transferring Entitytransferring Participant. 13.3.2 (b) If the other Participant fails to so elect within the period provided for in Subsection 13.3.1Section 15.03(a), the Transferring Entity transferring Participant shall have ninety (90) 120 days following the expiration of such period to consummate the transfer Transfer to a third party at a price and on terms no less favorable than those offered by the transferring Participant to the Transferring Entity than those set forth other Participant in the Notice notice required in Subsection 13.3.1Section 15.03(a) . 13.3.3 (c) If the Transferring Entity transferring Participant fails to consummate the transfer Transfer to a third party within the period set forth in Subsection 13.3.2Section 15.03(b), the preemptive right of the other Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to transfer Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 13.3.15.03

Preemptive Right. Except as otherwise provided in Section 13.4, if a Participant If GRANTEE desires to transfer all or any part of its Participating Interest interest under this Agreement, or an Affiliate desires to transfer control Control of a ParticipantGRANTEE, the other Participant GRANTOR shall have a preemptive right as provided in this Section 13.3right. 13.3.1 (a) If a past or present Participant GRANTEE intends to transfer all or any part of its Participating Interest interest under this Agreement, or an Affiliate of either Participant intends desires to transfer Control of such ParticipantGRANTEE, the transferring Participant or Affiliate (“Transferring Entity”) GRANTEE shall promptly notify the other Participant GRANTOR of its intentions. The Notice 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. If the consideration for the intended transfer is, in whole or in part, other than monetary, the Notice notice shall describe such consideration and its monetary fair market value in United States currency. The other Participant GRANTOR shall have thirty (30) days from the date such Notice notice is delivered to notify the Transferring Entity GRANTEE whether it elects to acquire the offered interest at the same price (or its monetary equivalent) and on the same terms and conditions as set forth in the Noticenotice. If it does so elect, the transfer shall be consummated promptly, but in no event more than thirty (30) days, after Notice notice of such election is delivered to the Transferring EntityGRANTEE. 13.3.2 (b) If the other Participant GRANTOR fails to so elect within the period provided for in Subsection 13.3.1, the Transferring Entity Section 8.11(a) GRANTEE shall have ninety (90) days following the expiration of such period to consummate the transfer to a third party at a price and on terms no less favorable to the Transferring Entity GRANTEE than those set forth in the Notice notice required in Subsection 13.3.1Section 8.11(a). 13.3.3 (c) If the Transferring Entity GRANTEE fails to consummate the transfer to a third party within the period set forth in Subsection 13.3.2, Section 8.11(b) the preemptive right of the other Participant GRANTOR 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 13.38.11.

Preemptive Right. Except as otherwise provided in Section 13.4(i) If the Company proposes to issue any additional Ordinary Shares or Equity Securities or Equity Equivalents that are convertible or exercisable into Ordinary Shares to the MDCP Co-Investors or any of their respective Affiliates (the "NEW SHARES") after the date hereof, if a Participant desires each Investor shall have the right to transfer purchase all or any part of a portion of the New Shares equal to the product of (a) the total number of New Shares proposed to be issued, MULTIPLIED BY (b) a fraction, (I) the numerator of which is the number of Class D Convertible Shares (if any) and Ordinary Shares held by such shareholder as of the date hereof and (II) the denominator of which is the total number of Class D Convertible Shares and Ordinary Shares which are held by all shareholders immediately prior to the proposed issuance. (ii) The Company shall give each Investor written notice of any proposed issuance of New Shares (the "OPTION ISSUANCE NOTICE") describing the price and terms upon which the Company proposes to issue and sell such New Shares. During the 20-day period following the date of delivery of the Option Issuance Notice (the "ELECTION PERIOD") each Investor may exercise his, her or its Participating Interest or an Affiliate desires right to transfer control purchase New Shares in accordance with this paragraph 3C, for the price and upon the terms and conditions specified in the Option Issuance Notice by giving written notice to the Company and stating therein the quantity of a ParticipantNew Shares to be purchased. (iii) In the event that any Investor fails to exercise its right to subscribe for any New Shares which it is entitled to subscribe for under this paragraph 3C, the other Participant Company shall have a preemptive right as 90 days following the Election Period to issue or enter into an agreement to issue the New Shares not elected to be subscribed for by the other Investors at the price and upon terms not substantially more favorable to the prospective subscribers for such New Shares than those specified in the Option Issuance Notice. In the event the Company has not issued the New Shares or entered into an agreement to issue the New Shares within the said 90-day period, the Company shall not thereafter issue otherwise transfer such New Shares without first offering such New Shares to the Investors in the manner provided in this Section 13.3paragraph 3C. (iv) If an Investor elects to subscribe for any New Shares pursuant to this paragraph 3C the closing of such subscription shall occur at such time and at such location selected by the Company. 13.3.1 If a past or present Participant intends (v) Notwithstanding anything else to transfer all or any part of its Participating Interest or an Affiliate of either Participant intends to transfer Control of such Participantthe contrary set forth herein, the transferring Participant or Affiliate (“Transferring Entity”) provisions of this paragraph 3C shall promptly notify the 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. 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 fair market value in United States currency. The other Participant shall have thirty (30) days from the date such Notice is delivered not apply to notify the Transferring Entity whether it elects to acquire the offered interest at the same price (or its monetary equivalent) and on the same terms and conditions as set forth in the Notice. If it does so elect, the transfer shall be consummated promptly, but in no event more than thirty (30) days, after Notice of such election is delivered to the Transferring Entityany Excluded Issuances. 13.3.2 If the other Participant fails to so elect within the period provided for in Subsection 13.3.1, the Transferring Entity shall have ninety (90) days following the expiration of such period to consummate the transfer to a third party at a price and on terms no less favorable to the Transferring Entity than those set forth in the Notice required in Subsection 13.3.1. 13.3.3 If the Transferring Entity fails to consummate the transfer to a third party within the period set forth in Subsection 13.3.2, the preemptive right of the other Participant 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 13.3.

Preemptive Right. Except as otherwise provided in Section 13.4, if a Participant desires If either party ("TRANSFERRING ENTITY") intends to transfer Transfer all or any part of its Participating Interest or an Affiliate desires to transfer control of a Participant, interest in any property in which the other Participant shall have a preemptive right as provided in this Section 13.3. 13.3.1 If a past or present Participant intends to transfer all or any part of its Participating Interest or party owns an Affiliate of either Participant intends to transfer Control of such Participantinterest hereunder, the transferring Participant or Affiliate (“Transferring Entity”) it shall promptly notify the other Participant party ("NOTIFIED ENTITY") of its such intentions. The Notice notice shall state the price and all other pertinent terms and conditions of the intended transferTransfer, and shall be accompanied by a copy of the offer or contract for salesale or the proposed offer pursuant to which it would be willing to sell the interest that is the subject of such notice ("OFFERED INTEREST"). If the The consideration for the intended transfer is, in whole or in part, other than may only be monetary, the Notice shall describe such consideration and its monetary fair market value in United States currency. The other Participant Notified Entity shall have thirty fourteen (3014) days from the date its receipt of such Notice notice is delivered to notify the Transferring Entity whether it elects to acquire the offered interest Offered Interest at the same price (or its monetary equivalent) and on the same terms and conditions as set forth in the Noticenotice. If it does so elect, the transfer acquisition by the Notified Entity shall be consummated promptly, but in no event more than thirty (30) days, promptly after Notice notice of such election is delivered to the Transferring Entity. 13.3.2 delivered. If the other Participant Notified Entity fails to so elect within the period provided for in Subsection 13.3.1said fourteen (14) day period, the Transferring Entity shall have ninety sixty (9060) days following the expiration of such period to consummate the transfer Transfer to a third party at a price and on terms no less favorable to the Transferring Entity than those set forth offered by the Transferring Entity to the Notified Entity in the Notice required in Subsection 13.3.1. 13.3.3 aforementioned notice. If the Transferring Entity fails to consummate the transfer Transfer to a third party within the period set forth in Subsection 13.3.2said 60 day period, the Notified Entity's preemptive right of the other Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to transfer Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 13.3Section.

Preemptive Right. Except (a) If the Company proposes to issue any Membership Interests to any Person in a transaction or transactions other than the Membership Interests attributable to the Capital Contributions made or agreed to be made by the Members pursuant to Article 4 as otherwise provided in Section 13.4effect on the date hereof, if each Member (other than a Participant desires to transfer all Defaulting Member or any part of its Participating Interest or an Affiliate desires to transfer control of a Participant, the other Participant Diluting Member) shall have a preemptive the right as provided in this Section 13.3. 13.3.1 If a past to purchase directly or present Participant intends to transfer all or through any part of its Participating Interest or an Affiliate of either Participant intends to transfer Control such portion of such ParticipantMembership Interests sufficient to maintain such Member’s then Percentage Interest, the transferring Participant or Affiliate (“Transferring Entity”) shall promptly notify the 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. 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 fair market value in United States currency. The other Participant shall have thirty (30) days from the date such Notice is delivered to notify the Transferring Entity whether it elects to acquire the offered interest at the same price (or its monetary equivalent) and on the same terms and conditions as set forth in applied to all Persons purchasing Membership Interests. (b) In the Notice. If it does so electevent of a proposed transaction or transactions, as the case may be, that would give rise to preemptive rights of the Members under Section 10.4(a), the transfer Company shall be consummated promptly, but in provide notice (the “Initial Notice”) to the Members no event more later than thirty ten (3010) days, after Notice Business Days prior to the expected consummation of such transaction or transactions. Each Member shall provide notice of its election to exercise such rights within five (5) Business Days after delivery of such Initial Notice from the Company (each Member electing to exercise its preemptive right in such instance is delivered referred to as an “Exercising Member”). The failure of a Member to respond to the Transferring Entity. 13.3.2 If the other Participant fails to so elect within the period provided for in Subsection 13.3.1, the Transferring Entity shall have ninety (90) days following the expiration of such period to consummate the transfer to a third party at a price Initial Notice and on terms no less favorable to the Transferring Entity than those set forth in the Notice required in Subsection 13.3.1. 13.3.3 If the Transferring Entity fails to consummate the transfer to a third party within the period set forth in Subsection 13.3.2, the affirmatively exercise its preemptive right in accordance with the terms of this Agreement and the other Participant in such offered interest Initial Notice shall be deemed an election not to be revivedexercise its preemptive right in connection with such proposed transaction or transactions. (c) If a Member shall elect not to exercise its respective preemptive right, then the Exercising Members shall have the right to purchase additional Membership Interests (a “Subsequent Purchase”), from those securities as to which no such right was exercised, on a pro rata basis insofar as more than one such Exercising Member desires to so purchase additional securities. Any subsequent proposal In the event of a situation described in the preceding sentence in which a Member elects not to transfer exercise its respective preemptive right with respect to a proposed transaction or transactions, the Company shall provide notice (the “Subsequent Notice”) of such interest fact within three (3) Business Days following the receipt of all of the notices concerning such elections from the Members possessing such preemptive rights. Each Exercising Member shall be conducted respond to this Subsequent Notice by sending a response notice with respect thereto within three (3) Business Days after delivery of the Subsequent Notice. The failure of an Exercising Member to respond to such Subsequent Notice and affirmatively exercise its preemptive right in accordance with all the terms of the procedures set forth this Agreement shall be deemed an election not to exercise its preemptive right in this Section 13.3connection with such Subsequent Purchase.

Preemptive Right. Except Any Transfer by either Party under Section 11.1 and any Transfer by an Affiliate of control of either Party shall be subject to a preemptive right of the other Party as otherwise provided in Section 13.4, if a Participant desires described below. 11.3.1 If either Party intends to transfer Transfer all or any part of its Participating Interest or an Affiliate desires to transfer control of a ParticipantInterest, the other Participant shall have a preemptive right as provided in this Section 13.3. 13.3.1 If a past or present Participant intends to transfer all or any part of its Participating Interest or an Affiliate of either Participant Party intends to transfer Control Transfer control of such Participant, the transferring Participant or Affiliate Party (“Transferring Entity”) ), such Party shall promptly notify the other Participant Party of its intentionssuch intent. The Notice shall state the price and all other pertinent terms and conditions of the intended transferTransfer, and shall be accompanied by a copy of the offer or the contract for sale. 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 and stated in United States terms of cash or currency. ). 11.3.2 The other Participant Party shall have thirty ninety (3090) days from the date such Notice is delivered received to notify the Transferring Entity whether it elects to acquire the offered interest at the same price (or its monetary equivalentequivalent in cash or currency) and on the same terms and conditions as set forth in the Notice. If it does so elect, the transfer acquisition by the other Party shall be consummated promptly, but in no event more than thirty (30) days, promptly after Notice of such election is delivered to the Transferring Entitydelivered. 13.3.2 11.3.3 If the other Participant Party fails to so elect exercise its priority right to purchase within the period provided for in Subsection 13.3.1above, the Transferring Entity shall have ninety one hundred eighty (90180) days following the expiration of such period to consummate the transfer Transfer to a the third party at a price and on terms no less favorable to the Transferring Entity than those set forth in the Notice required in Subsection 13.3.1. 13.3.3 offered. If the Transferring Entity fails to consummate the transfer Transfer to a third party within the period set forth in Subsection 13.3.2above, the other Party’s preemptive right of the other Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to transfer Transfer such interest shall be conducted in accordance with all of the procedures set forth in this subsection. 11.3.4 These procedures shall not apply to the (i) Transfer by either Party of all or any part of its Participating Interest to an Affiliate; pursuant to an incorporation, or corporate or company consolidation or reorganization of a Party by which the surviving entity shall possess substantially all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Party; or corporate or company merger or amalgamation by which the surviving entity or amalgamated company shall possess all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Party, (ii) subject to Subsection 11.2.6 of this Agreement, the grant by either Party of a security interest in its Participating Interest by Encumbrance, (iii) the creation by any Affiliate of either Party of an Encumbrance affecting its Control of such Party, (iv) a sale or other commitment or disposition of Products or proceeds from sale of Products by either Party upon distribution to it pursuant to this Agreement, or (v) failure of a Party’s Affiliate to comply with this Section 13.311, which shall be a breach by such Party of this Agreement.