Common use of Right of First Refusal Applicable to Sale, Exchange or Other Transfer of Ownership Interests to an Outsider Clause in Contracts

Right of First Refusal Applicable to Sale, Exchange or Other Transfer of Ownership Interests to an Outsider. 9.3.1 Except as set forth in Sections 8.5 and 9.2, no Member may sell, exchange or otherwise transfer (including without limitation by pledge or other encumbrance) any Ownership Interest which he or she now owns, or which he or she may hereafter acquire, to any person or entity, other than an existing Member as provided in Section 9.4, (“an Outsider”) without first offering the Ownership Interest he or she wishes to transfer to the other Members and the Company pursuant to the procedures set forth in Section 9.7 of this Agreement at the same price and on substantially the same terms offered to the transferring Member by the Outsider. If, at the end of the Company’s Option Period as provided in Section 9.7.3, the Members and the Company have not agreed to acquire all of the offered Ownership Interest, then all of such Ownership Interest may be transferred to the Outsider only in compliance with Section 9.3.3. 9.3.2 All offers to transfer made pursuant to this Section 9.3 shall identify the Outsider by name and address and shall state the proposed purchase price and all other terms applicable to the transfer to the Outsider. 9.3.3 Any transfer to an Outsider or a Member pursuant to Section 9.3 or 9.4 shall comply with the following provisions: a. the transferring Member shall transfer the entire Ownership Interest which was offered pursuant to Section 9.3 or 9.4; b. such transfer shall be made on substantially the same terms set forth in the offer to the Members; c. such transfer shall be made within 60 days after expiration of the Company Option Period as defined in Section 9.7.3; and d. in the case of a transfer pursuant to this Section 9.3, the Outsider and his Ownership Interest shall be subject to this Agreement following the transfer. The Outsider shall not be entitled to vote his or her Ownership Interest or otherwise exercise the privileges of Membership. The Outsider shall merely own an economic interest in the Company unless the remaining Members agree in their sole and absolute discretion to admit the Outsider as a Member pursuant to Section 3.2. e. Any proposed transfer which does not comply with the provisions of Section 9.3.3 must be reoffered to the Members and the Company pursuant to Section 9.3.

Right of First Refusal Applicable to Sale, Exchange or Other Transfer of Ownership Interests to an Outsider. 9.3.1 Except as set forth in Sections 8.5 and 9.2, no Member may sell, exchange or otherwise transfer (including without limitation by pledge or other encumbrance) any Ownership Interest which he or she now owns, or which he or she may hereafter acquire, to any person or entity, other than an existing Member as provided in Section 9.4, (“an Outsider”) without first offering the Ownership Interest he or she wishes to transfer to the other Members and the Company pursuant to the procedures set forth in Section 9.7 of this Agreement at the same price and on substantially the same terms offered to the transferring Member by the Outsider. If, at the end of the Company’s Option Period as provided in Section 9.7.3, the Members and the Company have not agreed to acquire all of the offered Ownership Interest, then all of such Ownership Interest may be transferred to the Outsider only in compliance with Section 9.3.3. 9.3.2 All offers to transfer made pursuant to this Section 9.3 shall identify the Outsider by name and address and shall state the proposed purchase price and all other terms applicable to the transfer to the Outsider. 9.3.3 Any transfer to an Outsider or a Member pursuant to Section 9.3 or 9.4 shall comply with the following provisions: a. the transferring Member shall transfer the entire Ownership Interest which was offered pursuant to Section 9.3 or 9.4; b. such transfer shall be made on substantially the same terms set forth in the offer to the Members; c. such transfer shall be made within 60 days after expiration of the Company Option Period as defined in Section 9.7.3; and d. in the case of a transfer pursuant to this Section 9.3, the Outsider and his Ownership Interest shall be subject to this Agreement following the transfer. The Outsider shall not be entitled to vote his or her Ownership Interest or otherwise exercise the privileges of Membership. The Outsider shall merely own an economic interest in the Company unless the remaining Members agree in their sole and absolute discretion to admit the Outsider as a Member pursuant to Section 3.2. e. Any proposed transfer which does not comply with the provisions of Section 9.3.3 must be reoffered to the Members and the Company pursuant to Section 9.3.