Common use of Right of First Offer/Refusal Clause in Contracts

Right of First Offer/Refusal. If any Member (for purposes of this Section 12.1, the “Selling Member”) wishes to Transfer all or any portion of its Units, whether on its own initiative or in response to a bona fide offer, to any Person other than a Permitted Transferee, it shall give written notice (the “Notice of Sale”) to the other Members (the “Non-Selling Members”) of the Units subject to such proposed Transfer (the “Offered Units”), the proposed offer or sale price (subject to Section 12.1.5), the terms of the proposed Transfer and the name and address of the proposed transferee (if applicable). The receipt of the Notice of Sale by the Non-Selling Members shall constitute an offer by the Selling Member to sell the Offered Units to the Non-Selling Members. Such offer, unless revoked by written notice given by the Selling Member to the Non-Selling Members prior to acceptance by any of the Non-Selling Members shall remain outstanding for a period of ninety (90) calendar days after receipt of the Notice of Sale by the Non-Selling Members (the “Offer Period”). Each Non-Selling Member may accept such offer with respect to its entire pro rata portion of such Offered Units, which shall be the amount obtained by multiplying the number of Offered Units by the ratio obtained by dividing (x) the number of Units of such Non-Selling Member, by (y) the number of Units held by all the Non-Selling Members, by giving written notice to the Selling Member (with a copy to the other Members) (a “Notice of Purchase”) of its intention to purchase its entire pro rata portion of such Offered Units at the same price and on the same terms specified in the Notice of Sale. If any Non-Selling Member fails to deliver a Notice of Purchase with respect to its pro rata amount of the Offered Units (such Units, the “Excess Units”), any Non-Selling Member electing to purchase its entire pro rata amount of such Offered Units (a “Participating Member”) shall be entitled to purchase from the Selling Member an additional number of Offered Units equal to the product of (i) the Excess Units and (ii) a fraction, the numerator of which is the Percentage Interest of such Participating Member, and the denominator of which is equal to the aggregate Percentage Interest of all Participating Members.

Right of First Offer/Refusal. (a) If any a Member (for purposes of this Section 12.1, the “Selling Transferring Member”) wishes shall desire to Transfer transfer all or any portion of its Units, whether on its own initiative or in response to interest as a bona fide offer, Member of the Company (the “Offered Membership Interest”) to any Person other than a Permitted TransfereeTransferee or pursuant to a transaction that has been approved by all of the other Members pursuant to clause (e) of Section 12.1, it pursuant to a bona fide written offer (a “Third-Party Offer”) for the purchase of such interest in exchange for a cash price payable entirely at closing, the Transferring Member shall give deliver written notice (the “Notice of SaleOffer Notice”) to the each other Members Member (the “Non-Selling Offeree Members”) setting forth the Participating Percentage that the Transferring Member desires to transfer and a copy of the Units subject to such proposed Transfer (the “Offered Units”), the proposed offer or sale price (subject to Section 12.1.5), the terms of the proposed Transfer and the name and address of the proposed transferee (if applicable)Third-Party Offer. The receipt of the Offer Notice of Sale by the Non-Selling Members shall constitute an offer (the “Offer”) by the Selling Member to sell the Offered Units to the Non-Selling Members. Such offer, unless revoked by written notice given by the Selling Transferring Member to the NonOfferee Members to purchase the Offered Membership Interest in exchange for the price and on the terms set forth in the Third-Selling Members prior to acceptance by any of the Non-Selling Party Offer. The Offeree Members shall remain outstanding have the right, for a period of ninety thirty (9030) calendar days after receipt the Offer Notice is delivered, to accept the Offer in proportion to their Participating Percentages or in such other proportion as they may agree upon. The Offeree Members shall accept the Offer, if at all, by delivering of written notice setting forth such acceptance to the Notice of Sale by Transferring Member within the Non30-Selling Members day period described above. (b) If the “Offeree Members, in the aggregate, accept the Offer Period”). Each Non-Selling Member may accept such offer with respect to its the entire pro rata portion Offered Membership Interest, the purchase and sale of such the Offered UnitsMembership Interest shall close not later than sixty (60) days following the expiration of the 30-day period described in Section 12.3(a). At the closing, which the Transferring Member shall be deliver to those Offeree Members accepting the Offer an assignment of the Offered Membership Interest, free and clear of all liens and encumbrances. At the closing, the Offeree Members purchasing the Offered Membership Interest shall pay to the Transferring Member immediately available funds in the aggregate amount obtained by multiplying of the number of Offered Units by price set forth in the ratio obtained by dividing Third-Party Offer. (xc) If the number of Units of such Non-Selling Member, by (y) the number of Units held by all the Non-Selling Offeree Members, by giving written notice in the aggregate, fail to accept the Offer with respect to the Selling entire Offered Membership Interest within the 30-day period described in Section 12.3(a), then the Transferring Member (with a copy may transfer the Offered Membership Interest to the other Members) (a “Notice of Purchase”) of its intention to purchase its entire pro rata portion of such Offered Units Person submitting the Third-Party Offer, at the same price and on the same terms specified set forth therein, without the consent of any other Member provided that (i) such transfer is completed within one hundred twenty (120) days following the expiration of the 30-day period described in Section 12.3(a); (ii) such transfer complies with the limitations set forth in clauses (v) through (z) of Section 12.2; and (iii) such transfer shall be subject to Article 13, if applicable. Any Person acquiring an interest in the Notice Company pursuant to this Section 12.3(c) shall not be a Member but shall an assignee having the rights described in Section 12.7, until the provisions of Sale. If any Non-Selling Member fails to deliver a Notice of Purchase Section 12.8 are satisfied with respect to its pro rata amount of the Offered Units (such Units, the “Excess Units”), any Non-Selling Member electing to purchase its entire pro rata amount of such Offered Units (a “Participating Member”) shall be entitled to purchase from the Selling Member an additional number of Offered Units equal to the product of (i) the Excess Units and (ii) a fraction, the numerator of which is the Percentage Interest of such Participating Member, and the denominator of which is equal to the aggregate Percentage Interest of all Participating MembersPerson.

Right of First Offer/Refusal. If If, after the Applicable Holding Period, any Member other than Leucadia or its Permitted Transferees (for purposes of this Section 12.1, the “Selling Member”) wishes to Transfer all or any portion of its Units, whether on its own initiative or in response to a bona fide offer, to offer from any Person other than a Permitted TransfereePerson, it shall give written notice (the “Notice of Sale”) to Leucadia (with a copy to the other Members (the “Non-Selling Members”) of the Units subject to such proposed Transfer (the “Offered Units”), the proposed offer or sale price (subject to Section 12.1.5), the terms of the proposed Transfer and the name and address of the proposed transferee (if applicable); provided, however, that no proposed transferee may be a Competing Business or Control a Competing Facility. The receipt of the Notice of Sale by the Non-Selling Members Leucadia shall constitute an offer by the Selling Member to sell the Offered Units to the Non-Selling MembersLeucadia. Such offeroffers, unless revoked by written notice given by the Selling Member to the Non-Selling Members Leucadia prior to acceptance by any of the Non-Selling Members Leucadia shall remain outstanding for a period of ninety ten (9010) calendar days Business Days after receipt of the Notice of Sale by the Non-Selling Members Leucadia (the “Offer Period”). Each Non-Selling Member Leucadia may accept such offer with respect as to its entire pro rata portion all of such Offered Units, which shall be the amount obtained by multiplying the number of Offered Units by the ratio obtained by dividing (x) the number of Units of such Non-Selling Member, by (y) the number of Units held by all the Non-Selling Members, by giving written notice to the Selling Member (with a copy to the other Members) (a “Notice of Purchase”) of its intention to purchase its entire pro rata portion of such Offered Units at the same price and on the same terms specified in the Notice of Sale. If any Non-A Notice of Sale under this Section 12.1.1 is not effective unless and until the Selling Member fails to deliver (in its capacity as a member of National) delivers a Notice of Purchase with respect to its pro rata amount Sale under Section 12.1 of the Offered National Restated LLC Agreement for the same percentage of National Units (such Units, the “Excess Units”), any Non-Selling Member electing to purchase its entire pro rata amount of such Offered Units (a “Participating Member”) shall be entitled to purchase from the Selling Member an additional number of Offered Units equal to the product of (i) the Excess Units and (ii) a fraction, the numerator of which as is the Percentage Interest subject of such Participating Member, and the denominator Notice of which is equal to the aggregate Percentage Interest of all Participating MembersSale under this Section 12.1.1.

Right of First Offer/Refusal. If If, after the Applicable Holding Period, any Member other than Leucadia or its Permitted Transferees (for purposes of this Section 12.1, the “Selling Member”) wishes to Transfer all or any portion of its Units, whether on its own initiative or in response to a bona fide offer, to offer from any Person other than a Permitted TransfereePerson, it shall give written notice (the “Notice of Sale”) to Leucadia (with a copy to the other Members (the “Non-Selling Members”) of the Units subject to such proposed Transfer (the “Offered Units”), the proposed offer or sale price (subject to Section 12.1.5), the terms of the proposed Transfer and the name and address of the proposed transferee (if applicable); provided, however, that no proposed transferee may be a Competing Business or Control a Competing Facility. The receipt of the Notice of Sale by the Non-Selling Members Leucadia shall constitute an offer by the Selling Member to sell the Offered Units to the Non-Selling MembersLeucadia. Such offeroffers, unless revoked by written notice given by the Selling Member to the Non-Selling Members Leucadia prior to acceptance by any of the Non-Selling Members Leucadia shall remain outstanding for a period of ninety ten (9010) calendar days Business Days after receipt of the Notice of Sale by the Non-Selling Members Leucadia (the “Offer Period”). Each Non-Selling Member Leucadia may accept such offer with respect as to its entire pro rata portion all of such Offered Units, which shall be the amount obtained by multiplying the number of Offered Units by the ratio obtained by dividing (x) the number of Units of such Non-Selling Member, by (y) the number of Units held by all the Non-Selling Members, by giving written notice to the Selling Member (with a copy to the other Members) (a “Notice of Purchase”) of its intention to purchase its entire pro rata portion of such Offered Units at the same price and on the same terms specified in the Notice of Sale. If any Non-Selling Member fails to deliver a Notice of Purchase with respect to its pro rata amount of the Offered Units (such Units, the “Excess Units”), any Non-Selling Member electing to purchase its entire pro rata amount of such Offered Units (a “Participating Member”) shall be entitled to purchase from the Selling Member an additional number of Offered Units equal to the product of (i) the Excess Units and (ii) a fraction, the numerator of which is the Percentage Interest of such Participating Member, and the denominator of which is equal to the aggregate Percentage Interest of all Participating Members.