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.

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.