Common use of Preferential Purchase Right Clause in Contracts

Preferential Purchase Right. (a) If Zaga or any of its Affiliates desires to Transfer its Capital Interest and such Transfer has been approved in accordance with the provisions of Section 8.1, Zaga must first offer Xxx River, in ----------- accordance with the terms of Section 8.2(b), the right to purchase -------------- from Zaga a portion of Zaga's Capital Interest in an amount sufficient to provide Xxx River with a 50%, but no more and no less than a 50%, Ownership Percentage in accordance with Section 8.2(b); provided, -------------- however, that this preferential purchase right shall not apply if Xxx River's Ownership Percentage at the time of the Transfer is less than 37%. (b) Should Zaga or any of its Affiliates desire to Transfer its Capital Interest pursuant to an Offer from another Person (the "Potential Acquirer") and such Transfer is permitted pursuant to the provisions of Section 8.1, Zaga shall promptly give notice thereof ----------- (the "Transfer Notice") to the Company and Xxx River. The Transfer Notice shall include a copy of the Offer and shall set forth in reasonable detail all relevant information with respect to the proposed Transfer, including the name and address of the Potential Acquirer, the cash purchase price (expressed in Dollars) per Peso contributed to the equity of the Company by Zaga (the "Preferential Purchase Price"), the Capital Interests that are to be the subject of the Transfer (the "Subject Capital Interests"), and any other terms and conditions of the proposed Transfer. Xxx River shall have the preferential right to purchase from Zaga a portion of Zaga's Capital Interest in an amount sufficient to provide Xxx River with a 50% Ownership Percentage at the Preferential Purchase Price and on the same material terms and conditions set forth in the Transfer Notice. Xxx River shall have 20 Business Days following the giving of the Transfer Notice in which to notify Zaga whether it desires to exercise its preferential right. A notice in which Xxx River exercises such right is referred to herein as an "Exercise Notice." The Exercise Notice shall be accompanied by an irrevocable letter of credit issued by a reputable financial institution in favor of Zaga (or such other instrument or arrangement reasonably satisfactory to Zaga) in the amount of the Preferential Purchase Price multiplied by the number of whole Pesos contributed to the equity of the Company by Zaga times (y) the percentage amount equal to the positive difference between 50% and the Ownership Percentage of Xxx River immediately prior to the exercise of the preferential purchase, times (z) 10%, which letter of credit shall provide that in the event Xxx River fails for any reason (other than due to the fault of Zaga or the failure, through no fault of Zaga, to obtain any required consent of the Lenders) to complete the closing of the transaction within the time period set forth in Section 8.2(c), -------------- then Zaga shall have the right (without limitation to any other remedy available), for a period of 10 Business Days after the expiration of such period, to draw on the letter of credit and to retain the proceeds thereof. If Xxx River does not duly exercise such right during the applicable period, it shall be deemed to have waived such right. (c) If the preferential right is exercised in accordance with Section ------- 8.2(b), the closing of such purchase shall occur at the head office of ------ the Company on the first Business Day 120 days after the expiration of the preferential right period. At the closing, the Closing Actions shall occur. (d) If Xxx River does not deliver an Exercise Notice or if for any reason (other than due to the fault of Zaga or the failure of the Lenders, other than the failure to grant any required consent, to take any action that prevented the preferential purchase transaction to close within the time period set forth in Section 8.2(c)) the -------------- preferential purchase transaction does not close within the time period set forth in Section 8.2(c), Zaga shall have the right, subject to compliance with the other provisions of this Article VIII, to ------------ Transfer the Subject Capital Interests to the Potential Acquirer in accordance with the terms of the Transfer Notice for a period of 90 days after the expiration of the preferential right period. If, however, Zaga fails to Transfer the Subject Capital Interests within such period, the proposed Transfer shall again become subject to the preferential right set forth in this Section 8.2. -----------

Preferential Purchase Right. (a) If Zaga Except as otherwise specifically provided herein and excluding the Royalty, if at any time or times during the term of this Agreement a Participant intends to sell, assign, transfer or convey its interest under this Agreement, including, without limitation, a Participating Interest, or interest in any Assets or production from any of its Affiliates desires to Transfer its Capital Interest and such Transfer has been approved in accordance with the provisions of Section 8.1, Zaga must first offer Xxx River, in ----------- accordance with Properties (excluding the terms of Section 8.2(bRoyalty), the right to purchase -------------- from Zaga a portion of Zaga's Capital Interest in an amount sufficient to provide Xxx River with a 50%, but no more and no less than a 50%, Ownership Percentage in accordance with Section 8.2(b); provided, -------------- however, that this preferential purchase right transferring Participant shall not apply if Xxx River's Ownership Percentage at the time of the Transfer is less than 37%. (b) Should Zaga or any of its Affiliates desire to Transfer its Capital Interest pursuant to an Offer from another Person (the "Potential Acquirer") and such Transfer is permitted pursuant deliver to the provisions non-transferring Participant written notice of Section 8.1such intent, Zaga shall promptly give notice thereof ----------- (the "Transfer Notice") to the Company and Xxx River. The Transfer Notice shall include a copy of the Offer and shall set forth summarizing in reasonable detail all relevant information of the terms of the proposed sale, assignment, transfer or conveyance. The non-transferring Participant shall then have the exclusive right during the forty-five (45) day period following receipt of the notice to elect to purchase the interest described in the notice for a sum of money equal in value to the consideration which would be received by the transferring Participant under the terms set forth in the written notice. If the non-transferring Participant elects to acquire the interest described in the notice, it shall so notify the transferring Participant in writing within the forty-five (45) day period and, upon acquisition by the non-transferring Participant of the interest transferred, the non-transferring Participant shall be responsible for the transferring Participant's share of obligations under this Agreement with respect to the proposed Transfer, including interest transferred accruing from and after the name and address closing of the Potential Acquireracquisition and compliance with Section 19.5, except in the cash purchase price (expressed in Dollars) per Peso contributed to the equity case of security assignments. The closing of the Company by Zaga (the "Preferential Purchase Price")acquisition, the Capital Interests that are to be the subject transfer of title and payment of the Transfer acquisition price shall be held within ninety (90) days after the "Subject Capital Interests"), and any other terms and conditions date of receipt of the proposed Transfernotice by the non-transferring Participant. Xxx River If the non-transferring Participant fails to notify the transferring Participant of its election within the forty-five (45) day period, then the transferring Participant shall have the preferential right right, for a period of ninety (90) days after the expiration of the forty-five (45) day notice period, to purchase from Zaga a portion of Zaga's Capital Interest sell, assign, transfer or convey the interest described in an amount sufficient to provide Xxx River with a 50% Ownership Percentage at the Preferential Purchase Price and notice, but only on the same material terms and conditions set forth in the Transfer Notice. Xxx River shall have 20 Business Days following the giving notice and subject to all of the Transfer Notice in which provisions of this Agreement. The non-transferring Participant shall cooperate to notify Zaga whether it desires the extent reasonably required to exercise its preferential right. A notice in which Xxx River exercises such right is referred to herein as an "Exercise Notice." The Exercise Notice shall be accompanied by an irrevocable letter of credit issued by a reputable financial institution in favor of Zaga (facilitate any sale, assignment, transfer or such other instrument or arrangement reasonably satisfactory to Zaga) in the amount of the Preferential Purchase Price multiplied conveyance by the number of whole Pesos contributed to the equity of the Company by Zaga times (y) the percentage amount equal to the positive difference between 50% and the Ownership Percentage of Xxx River immediately prior to the exercise of the preferential purchase, times (z) 10%, which letter of credit shall provide that in the event Xxx River fails for any reason (other than due to the fault of Zaga or the failure, through no fault of Zaga, to obtain any required consent of the Lenders) to complete the closing of the transaction within the time period set forth in Section 8.2(c), -------------- then Zaga shall have the right (without limitation to any other remedy available), for a period of 10 Business Days after the expiration of such period, to draw on the letter of credit and to retain the proceeds thereof. If Xxx River does not duly exercise such right during the applicable period, it shall be deemed to have waived such right. (c) If the preferential right is exercised transferring Participant made in accordance with this Section ------- 8.2(b), the closing of such purchase shall occur at the head office of ------ the Company on the first Business Day 120 days after the expiration of the preferential right period19.3. At the closing, the Closing Actions shall occur. (d) If Xxx River does not deliver an Exercise Notice or if for any reason (other than due to the fault of Zaga or the failure of the Lenders, other than the failure to grant any required consent, to take any action that prevented the preferential purchase transaction to close within the time period set forth in Section 8.2(c)) the -------------- preferential purchase transaction does not close within the time period set forth in Section 8.2(c), Zaga shall have the right, subject to compliance with the other provisions of this Article VIII, to ------------ Transfer the Subject Capital Interests to the Potential Acquirer in accordance with the terms of any proposed sale, assignment, transfer or conveyance as aforesaid provide for any non-cash consideration to be paid by the Transfer Notice for a period of 90 days after third party purchaser, the expiration notice shall specify the transferring Participant's good faith estimate of the preferential right period. Ifcash equivalent of such non-cash consideration, howeverwhich estimate, Zaga fails if not reasonably concurred in by non-transferring Participant, shall be submitted to Transfer the Subject Capital Interests within such period, the proposed Transfer shall again become subject arbitration for final determination pursuant to the preferential right set forth in this Section 8.2. -----------20.

Preferential Purchase Right. (a) If Zaga or any Prior to the Company’s initial public offering of its Affiliates desires equity securities pursuant to Transfer its Capital Interest a registration statement filed and such Transfer has been approved in accordance with declared effective under the provisions Securities Act , should the Optionee at any time desire to dispose of Section 8.1, Zaga must first offer Xxx River, in ----------- accordance with the terms of Section 8.2(b), the right to purchase -------------- from Zaga all or a portion of Zaga's Capital Interest in an amount sufficient to provide Xxx River with a 50%, but no more and no less than a 50%, Ownership Percentage in accordance with Section 8.2(b); provided, -------------- however, that this preferential purchase right shall not apply if Xxx River's Ownership Percentage at the time of the Transfer is less than 37%. (b) Should Zaga or any of its Affiliates desire to Transfer its Capital Interest Shares issuable pursuant to an Offer from another Person (this Option, the "Potential Acquirer") and such Transfer is permitted pursuant to the provisions of Section 8.1, Zaga Optionee shall promptly give notice thereof ----------- (the "Transfer Notice") to the Company and Xxx River(the “Disposition Notice”). The Transfer Disposition Notice shall include a copy of the Offer and shall set forth in reasonable detail all relevant information with respect to the proposed Transferdisposition, including the name and address of the Potential Acquirerprospective acquirer, the cash purchase price (expressed in Dollars) per Peso contributed to and any related information that is required by the equity of the Company by Zaga (the "Preferential Purchase Price"Company), the Capital Interests number of Shares that are to be the subject of the Transfer (the "Subject Capital Interests"), disposition and any other terms and conditions of the proposed Transferdisposition. Xxx River The Company shall have the preferential right to purchase from Zaga a portion of Zaga's Capital Interest in acquire such Shares for an amount sufficient in cash equivalent to provide Xxx River with the consideration set forth in the Disposition Notice. If the purchase price set forth in the Disposition Notice is in the form of a 50% Ownership Percentage promissory note, in lieu of cash, the Company may, at its option, acquire the Preferential Purchase Price and Shares by issuing a promissory note to the Optionee on the same material terms and conditions set forth in the Transfer Disposition Notice. Xxx River If within 15 days the Company and the Optionee are unable to agree on a cash equivalent for any non-cash consideration described in the Disposition Notice, the cash consideration payable by the Company to the Optionee shall be based on the Fair Market Value determined in accordance with this Agreement. The Company shall have 20 Business Days 30 days following the giving receipt of the Transfer Disposition Notice in which to notify Zaga the Optionee whether it the Company desires to exercise its preferential right. A notice in which Xxx River exercises such right is referred to herein as an "Exercise Notice." The Exercise Notice shall be accompanied by an irrevocable letter of credit issued by a reputable financial institution in favor of Zaga (or such other instrument or arrangement reasonably satisfactory to Zaga) in the amount of the Preferential Purchase Price multiplied by the number of whole Pesos contributed to the equity of If the Company by Zaga times (y) the percentage amount equal to the positive difference between 50% and the Ownership Percentage of Xxx River immediately prior to the exercise of the preferential purchase, times (z) 10%, which letter of credit shall provide that in the event Xxx River fails for any reason (other than due to the fault of Zaga or the failure, through no fault of Zaga, to obtain any required consent of the Lenders) to complete the closing of the transaction within the time period set forth in Section 8.2(c), -------------- then Zaga shall have the right (without limitation to any other remedy available), for a period of 10 Business Days after the expiration of such period, to draw on the letter of credit and to retain the proceeds thereof. If Xxx River does not duly exercise such right respond during the applicable period, it shall be deemed to have waived such right. (c) If right and the preferential right is exercised in accordance with Section ------- 8.2(b), the closing of such purchase shall occur at the head office of ------ the Company on the first Business Day 120 days after the expiration of the preferential right period. At the closing, the Closing Actions shall occur. (d) If Xxx River does not deliver an Exercise Notice or if for any reason (other than due to the fault of Zaga or the failure of the Lenders, other than the failure to grant any required consent, to take any action that prevented the preferential purchase transaction to close within the time period set forth in Section 8.2(c)) the -------------- preferential purchase transaction does not close within the time period set forth in Section 8.2(c), Zaga Optionee shall have the right, subject to compliance with this Agreement and the other provisions of this Article VIIIPlan, to ------------ Transfer dispose of the Subject Capital Interests Shares stated in the Disposition Notice to the Potential Acquirer proposed assignee strictly in accordance compliance with the terms of the Transfer Disposition Notice for a period of 90 60 days after the expiration of the preferential right periodright. If, however, Zaga the Optionee fails to Transfer so dispose of the Subject Capital Interests Shares within such 60-day period, the proposed Transfer disposition shall again become subject to the preferential right set forth in this Section 8.2. -----------11.

Preferential Purchase Right. (a) If Zaga DRI or any of its Affiliates desires to Transfer its Capital Interest and such Transfer has been approved in accordance with the provisions of Section 8.1, Zaga DRI must first offer Xxx RiverZaga, in accordance ----------- accordance with the terms of Section 8.2(b), the right to purchase from DRI a -------------- from Zaga a portion of ZagaDRI's Capital Interest in an amount sufficient to provide Xxx River Zaga with a 50%, but no more and no less than a 50%, Ownership Percentage in accordance with Section 8.2(b); provided, -------------- however, that -------------- this preferential purchase right shall not apply if Xxx RiverZaga's Ownership Percentage at the time of the Transfer is less than 37%. (b) Should Zaga DRI or any of its Affiliates desire to Transfer its Capital Interest pursuant to an Offer from another Person (the "Potential Acquirer") and such Transfer is permitted pursuant to the provisions of Section 8.1, Zaga DRI shall promptly give notice thereof ----------- (the "Transfer ----------- Notice") to the Company and Xxx RiverZaga. The Transfer Notice shall include a copy of the Offer and shall set forth in reasonable detail all relevant information with respect to the proposed Transfer, including the name and address of the Potential Acquirer, the cash purchase price (expressed in Dollars) per Peso contributed to the equity of the Company by Zaga DRI (the "Preferential Purchase Price"), the Capital Interests that are to be the subject of the Transfer (the "Subject Capital Interests"), and any other terms and conditions of the proposed Transfer. Xxx River Zaga shall have the preferential right to purchase from Zaga DRI a portion of ZagaDRI's Capital Interest in an amount sufficient to provide Xxx River Zaga with a 50% Ownership Percentage at the Preferential Purchase Price and on the same material terms and conditions set forth in the Transfer Notice. Xxx River Zaga shall have 20 Business Days following the giving of the Transfer Notice in which to notify Zaga DRI whether it desires to exercise its preferential right. A notice in which Xxx River Zaga exercises such right is referred to herein as an "Exercise Notice." The Exercise Notice shall be accompanied by an irrevocable letter of credit issued by a reputable financial institution in favor of Zaga DRI (or such other instrument or arrangement reasonably satisfactory to ZagaDRI) in the amount of the Preferential Purchase Price multiplied by the number of whole Pesos contributed to the equity of the Company by Zaga DRI times (y) the percentage amount equal to the positive difference between 50% and the Ownership Percentage of Xxx River Zaga immediately prior to the exercise of the preferential purchase, times (z) 10%, which letter of credit shall provide that in the event Xxx River Zaga fails for any reason (other than due to the fault of Zaga DRI or the failure, through no fault of Zaga, to obtain any required consent of the Lenders) to complete the closing of the transaction within the time period set forth in Section 8.2(c), -------------- then Zaga --------------- DRI shall have the right (without limitation to any other remedy available), for a period of 10 Business Days after the expiration of such period, to draw on the letter of credit and to retain the proceeds thereof. If Xxx River Zaga does not duly exercise such right during the applicable period, it shall be deemed to have waived such right. (c) If the preferential right is exercised in accordance with Section ------- 8.2(b), the closing of such purchase shall occur at the head office of ------ the Company on the first Business Day 120 days after the expiration of the preferential right period. At the closing, the Closing Actions shall occur. (d) If Xxx River Zaga does not deliver an Exercise Notice or if for any reason (other than due to the fault of Zaga DRI or the failure of the Lenders, other than the failure to grant any required consent, to take any action that prevented the preferential purchase transaction to close within the time period set forth in Section 8.2(c)) the preferential -------------- preferential purchase transaction does not close within the time period set forth in Section 8.2(c), Zaga DRI shall have the right, subject to compliance with the other provisions of this Article VIII, to ------------ Transfer the ------------ Subject Capital Interests to the Potential Acquirer in accordance with the terms of the Transfer Notice for a period of 90 days after the expiration of the preferential right period. If, however, Zaga DRI fails to Transfer the Subject Capital Interests within such period, the proposed Transfer shall again become subject to the preferential right set forth in this Section 8.2. -----------

Preferential Purchase Right. (a) If Zaga or any Prior to the Company’s initial public offering of its Affiliates desires equity securities pursuant to Transfer its Capital Interest a registration statement filed and such Transfer has been approved in accordance with declared effective by the provisions Securities Act, should the Optionee at any time desire to dispose of Section 8.1, Zaga must first offer Xxx River, in ----------- accordance with the terms of Section 8.2(b), the right to purchase -------------- from Zaga all or a portion of Zaga's Capital Interest in an amount sufficient to provide Xxx River with a 50%, but no more and no less than a 50%, Ownership Percentage in accordance with Section 8.2(b); provided, -------------- however, that this preferential purchase right shall not apply if Xxx River's Ownership Percentage at the time of the Transfer is less than 37%. (b) Should Zaga or any of its Affiliates desire to Transfer its Capital Interest Shares issuable pursuant to an Offer from another Person (this Option, the "Potential Acquirer") and such Transfer is permitted pursuant to the provisions of Section 8.1, Zaga Optionee shall promptly give notice thereof ----------- (the "Transfer Notice") to the Company and Xxx River(the “Disposition Notice”). The Transfer Disposition Notice shall include a copy of the Offer and shall set forth in reasonable detail all relevant information with respect to the proposed Transferdisposition, including the name and address of the Potential Acquirerprospective acquiror, the cash purchase price (expressed in Dollars) per Peso contributed to and any related information that is required by the equity of the Company by Zaga (the "Preferential Purchase Price"Company), the Capital Interests number of Shares that are to be the subject of the Transfer (the "Subject Capital Interests"), disposition and any other terms and conditions of the proposed Transferdisposition. Xxx River The Company shall have the preferential right to purchase from Zaga a portion of Zaga's Capital Interest in acquire such Shares for an amount sufficient in cash equivalent to provide Xxx River with the consideration set forth in the Disposition Notice. If the purchase price set forth in the Disposition Notice is in the form of a 50% Ownership Percentage promissory note, in lieu of cash, the Company may, at its option, acquire the Preferential Purchase Price and Shares by issuing a promissory note to the Optionee on the same material terms and conditions set forth in the Transfer Disposition Notice. Xxx River If within 15 days the Company and the Optionee are unable to agree on a cash equivalent for any non-cash consideration described in the Disposition Notice, the cash consideration payable by the Company to the Optionee shall be based on the Fair Market Value determined in accordance with this Agreement. The Company shall have 20 Business Days 30 days following the giving receipt of the Transfer Disposition Notice in which to notify Zaga the Optionee whether it the Company desires to exercise its preferential right. A notice in which Xxx River exercises such right is referred to herein as an "Exercise Notice." The Exercise Notice shall be accompanied by an irrevocable letter of credit issued by a reputable financial institution in favor of Zaga (or such other instrument or arrangement reasonably satisfactory to Zaga) in the amount of the Preferential Purchase Price multiplied by the number of whole Pesos contributed to the equity of If the Company by Zaga times (y) the percentage amount equal to the positive difference between 50% and the Ownership Percentage of Xxx River immediately prior to the exercise of the preferential purchase, times (z) 10%, which letter of credit shall provide that in the event Xxx River fails for any reason (other than due to the fault of Zaga or the failure, through no fault of Zaga, to obtain any required consent of the Lenders) to complete the closing of the transaction within the time period set forth in Section 8.2(c), -------------- then Zaga shall have the right (without limitation to any other remedy available), for a period of 10 Business Days after the expiration of such period, to draw on the letter of credit and to retain the proceeds thereof. If Xxx River does not duly exercise such right respond during the applicable period, it shall be deemed to have waived such right. (c) If right and the preferential right is exercised in accordance with Section ------- 8.2(b), the closing of such purchase shall occur at the head office of ------ the Company on the first Business Day 120 days after the expiration of the preferential right period. At the closing, the Closing Actions shall occur. (d) If Xxx River does not deliver an Exercise Notice or if for any reason (other than due to the fault of Zaga or the failure of the Lenders, other than the failure to grant any required consent, to take any action that prevented the preferential purchase transaction to close within the time period set forth in Section 8.2(c)) the -------------- preferential purchase transaction does not close within the time period set forth in Section 8.2(c), Zaga Optionee shall have the right, subject to compliance with this Agreement and the other provisions of this Article VIIIPlan, to ------------ Transfer dispose of the Subject Capital Interests Shares stated. in the Disposition Notice to the Potential Acquirer proposed assignee strictly in accordance compliance with the terms of the Transfer Disposition Notice for a period of 90 60 days after the expiration of the preferential right periodright. If, however, Zaga the Optionee fails to Transfer so dispose of the Subject Capital Interests Shares within such 60-day period, the proposed Transfer disposition shall again become subject to the preferential right set forth in this Section 8.2. -----------11.