Common use of Right of First Offer – QMAR Interests Clause in Contracts

Right of First Offer – QMAR Interests. In the event that QMAR proposes to Transfer all or part of its Interests, QMAR shall give AMCIC written notice (the “QMAR Sale Notice”) at the address listed on Schedule 1 of its intention, describing the Interests to be Transferred, the Price, and the terms and conditions upon which such Interests are to be Transferred. AMCIC shall have five Business Days from the receipt of the QMAR Sale Notice to agree to purchase all or part of such Interests at the Price and the terms and conditions specified in the QMAR Sale Notice by giving written notice to QMAR and stating therein the quantity of Interests to be purchased. If AMCIC fails to elect to acquire any or all of the Interests in question, then QMAR shall have the right to Transfer the Interests in respect of which AMCIC’s rights under this Section 10.2 were not exercised to an unaffiliated third-party at terms and conditions materially no more favorable to such third-party than those specified in the QMAR Sale Notice. If QMAR has not Transferred such Interests within ninety (90) days of the date upon which the QMAR Sale Notice was first provided to AMCIC, QMAR shall not thereafter Transfer any Interests, without again first complying with the procedures set forth in this Section 10.2.

Right of First Offer – QMAR Interests. In the event that QMAR proposes to Transfer all or part of its Interests, QMAR shall give AMCIC written notice (the “QMAR Sale Notice”“) at the address listed on Schedule 1 of its intention, describing the Interests to be Transferred, the Price, and the terms and conditions upon which such Interests are to be Transferred. AMCIC shall have five Business Days from the receipt of the QMAR Sale Notice to agree to purchase all or part of such Interests at the Price and the terms and conditions specified in the QMAR Sale Notice by giving written notice to QMAR and stating therein the quantity of Interests to be purchased. If AMCIC fails to elect to acquire any or all of the Interests in question, then QMAR shall have the right to Transfer the Interests in respect of which AMCIC’s rights under this Section 10.2 were not exercised to an unaffiliated third-party at terms and conditions materially no more favorable to such third-party than those specified in the QMAR Sale Notice. If QMAR has not Transferred such Interests within ninety (90) days of the date upon which the QMAR Sale Notice was first provided to AMCIC, QMAR shall not thereafter Transfer any Interests, without again first complying with the procedures set forth in this Section 10.2.

Right of First Offer – QMAR Interests. In the event that QMAR proposes to Transfer all or part of its Interests, QMAR shall give AMCIC the Member of its choice (“Investor 1”) written notice (the “QMAR Sale Notice”) at the address listed on Schedule 1 of its intention, describing the Interests to be Transferred, the Price, and the terms and conditions upon which such Interests are to be Transferred. AMCIC Investor 1 shall have five Business Days from the receipt of the QMAR Sale Notice to agree to purchase all or part of such Interests at the Price and the terms and conditions specified in the QMAR Sale Notice by giving written notice to QMAR and stating therein the quantity of Interests to be purchased. If AMCIC Investor 1 fails to elect to acquire any or all of the Interests in question, then QMAR shall offer to Transfer the Interests in respect of which Investor 1’s rights under this Section 10.3 were not exercised to the other Member (“Investor 2”), at terms and conditions materially no more favorable to Investor 2 than those specified in the QMAR Sale Notice. QMAR shall give Investor 2 written notice at the address listed on Schedule 1 of its intention, describing the Interests to be Transferred, the Price, and the terms and conditions upon which such Interests are to be Transferred. Investor 2 shall have five Business Days from the receipt of the QMAR Sale Notice to agree to purchase all or part of such Interests for the Price and upon the terms and conditions specified in the notice by giving written notice to QMAR and stating therein the quantity of Interests to be purchased. If Investor 2 fails to elect to acquire any or all of the Interests in question, QMAR shall have the right to Transfer the Interests in respect of which AMCICInvestor 2’s rights under this Section 10.2 10.3 were not exercised to an unaffiliated third-party at terms and conditions materially no more favorable to such third-party than those specified in the QMAR Sale Notice. If QMAR has not Transferred such Interests within ninety (90) days of the date upon which the QMAR Sale Notice was first provided to AMCICInvestor 1, QMAR shall not thereafter Transfer any Interests, without again first complying with the procedures set forth in this Section 10.210.3.

Right of First Offer – QMAR Interests. In the event that QMAR proposes to Transfer all or part of its Interests, QMAR shall give AMCIC written notice (the “QMAR Sale Notice”“) at the address listed on Schedule 1 of its intention, describing the Interests to be Transferred, the Price, and the terms and conditions upon which such Interests are to be Transferred. AMCIC shall have five Business Days from the receipt of the QMAR Sale Notice to agree to purchase all or part of such Interests at the Price and the terms and conditions specified in the QMAR Sale Notice by giving written notice to QMAR and stating therein the quantity of Interests to be purchased. If AMCIC fails to elect to acquire any or all of the Interests in question, then QMAR shall have the right to Transfer the Interests in respect of which AMCIC’s rights under this Section 10.2 were not exercised to an unaffiliated third-party at terms and conditions materially no more favorable to such third-party than those specified in the QMAR Sale Notice. If QMAR has not Transferred such Interests within ninety (90) days of the date upon which the QMAR Sale Notice was first provided to AMCIC, QMAR shall not thereafter Transfer any Interests, without again first complying with the procedures set forth in this Section 10.2.