Common use of Rights of First Opportunity Clause in Contracts

Rights of First Opportunity. (i) If any Partner (other than the Special Limited Partner) should desire to Transfer its Interest (which may be Transferred in whole but not in part) other than a Transfer to an Affiliate of such Partner or a Transfer pursuant to Section 8.1(e), such Partner (the “Offering Partner”) first shall submit to all of the other Partners (other than the Special Limited Partner) (the “Offeree Partners”) a binding written offer (the “Offer”) to sell such Interest to the Offeree Partners; provided, that a copy of any Offer shall also be delivered to the Special Limited Partner. The Offer shall include the price of the Interest (the “Offer Price”) and any other terms of the proposed Transfer and shall continue to be a binding offer to sell until the earlier of (i) the date the Offer is expressly rejected by all the Offeree Partners or (ii) the expiration of a period of thirty (30) days after receipt of the Offer by the Offeree Partners (the “Offer Period”). If the Offeree Partner(s) desire to accept the Offer, the Offeree Partner(s) shall notify the Offering Partner in writing prior to the expiration of the Offer Period, which notice shall be irrevocable (a “ROFO Acceptance Notice”). If more than one Offeree Partner shall have accepted the Offer within the Offer Period, then the Interests shall be allocated among such Offeree Partners as they may agree or, if they fail to agree, then in proportion to their respective Allocable Share at the time of such purchase. As used herein, “Allocable Share” shall mean with respect to any Partner, a fraction, (x) the numerator of which is such Partner’s Percentage Interest and (y) the denominator of which is the sum of the applicable Partners’ aggregate Percentage Interests.

Rights of First Opportunity. (i) If any Partner (other than the Special Limited Partner) should desire to Transfer its Interest (which may be Transferred in whole but not in part) other than a Transfer to an Affiliate of such Partner or a Transfer pursuant to Section 8.1(e), such Partner (the “Offering Partner”) first shall submit to all of the other Partners (other than the Special Limited Partner) (the “Offeree Partners”) a binding written offer (the “Offer”) to sell such Interest to the Offeree Partners; provided, that a copy of any Offer shall also be delivered to the Special Limited Partner. The Offer shall include the price of the Interest (the “Offer Price”) and any other terms of the proposed Transfer and shall continue to be a binding offer to sell until the earlier of (i) the date the Offer is expressly rejected by all the Offeree Partners or (ii) the expiration of a period of thirty (30) days after receipt of the Offer by the Offeree Partners (the “Offer Period”). If the Offeree Partner(s) desire to accept the Offer, the Offeree Partner(s) shall notify the Offering Partner in writing prior to the expiration of the Offer Period, which notice shall be irrevocable (a “ROFO Acceptance Notice”). If more than one Offeree Partner shall have accepted the Offer within the Offer Period, then the Interests shall be allocated among such Offeree Partners as they may agree or, if they fail to agree, then in proportion to their respective Allocable Share at the time of such purchase. As used herein, “Allocable Share” shall mean with respect to any Partner, a fraction, (x) the numerator of which is such Partner’s Percentage Interest and (y) the denominator of which is the sum of the applicable Partners’ aggregate Percentage Interests.

Rights of First Opportunity. (i) If any Partner (other than the Special Limited Partner) should desire to Transfer its Interest (which may be Transferred in whole but not in part) other than a Transfer to an Affiliate of such Partner or a Transfer pursuant to Section 8.1(e) or a Transfer pursuant to Section 8.1(h), such Partner (the “Offering Partner”) first shall submit to all of the other Partners (other than the Special Limited Partner) (the “Offeree Partners”) a binding written offer (the “Offer”) to sell such Interest to the Offeree Partners; provided, that a copy of any Offer shall also be delivered to the Special Limited Partner. The Offer shall include the price of the Interest (the “Offer Price”) and any other terms of the proposed Transfer and shall continue to be a binding offer to sell until the earlier of (i) the date the Offer is expressly rejected by all the Offeree Partners or (ii) the expiration of a period of thirty (30) days after receipt of the Offer by the Offeree Partners (the “Offer Period”). If the Offeree Partner(s) desire to accept the Offer, the Offeree Partner(s) shall notify the Offering Partner in writing prior to the expiration of the Offer Period, which notice shall be irrevocable (a “ROFO Acceptance Notice”). If any IPT Partner is an Offeree Partner, and it rejects the Offer, then, at any time for ten (10) Business Days immediately following the expiration of the Offer Period, the BCIG Limited Partner may elect to acquire the Interest offered to such IPT Partner pursuant to such Offer by delivering the Offering Partner a ROFO Acceptance Notice specifying such election. If more than one Offeree Partner shall have accepted the Offer within the Offer Period, then the Interests shall be allocated among such Offeree Partners as they may agree or, if they fail to agree, then in proportion to their respective Allocable Share at the time of such purchase. As used herein, “Allocable Share” shall mean with respect to any Partner, a fraction, (x) the numerator of which is such Partner’s Percentage Interest and (y) the denominator of which is the sum of the applicable Partners’ aggregate Percentage Interests.. ​

Rights of First Opportunity. (i) If any Partner (other than the Special Limited Partner) should desire to Transfer its Interest (which may be Transferred in whole but not in part) other than a Transfer to an Affiliate of such Partner or a Transfer pursuant to Section 8.1(e), such Partner (the “Offering Partner”) first shall submit to all of the other Partners (other than the Special Limited Partner) (the “Offeree Partners”) a binding written offer (the “Offer”) to sell such Interest to the Offeree Partners; provided, that a copy of any Offer shall also be delivered to the Special Limited Partner. The Offer shall include the price of the Interest (the “Offer Price”) and any other terms of the proposed Transfer and shall continue to be a binding offer to sell until the earlier of (i) the date the Offer is expressly rejected by all the Offeree Partners or (ii) the expiration of a period of thirty (30) days after receipt of the Offer by the Offeree Partners (the “Offer Period”). If the Offeree Partner(s) desire to accept the Offer, the Offeree Partner(s) shall notify the Offering Partner in writing prior to the expiration of the Offer Period, which notice shall be irrevocable (a “ROFO Acceptance Notice”). If more than one Offeree Partner shall have accepted the Offer within the Offer Period, then the Interests shall be allocated among such Offeree Partners as they may agree or, if they fail to agree, then in proportion to their respective Allocable Share at the time of such purchase. As used herein, “Allocable Share” shall mean with respect to any Partner, a fraction, (x) the numerator of which is such Partner’s Percentage Interest and (y) the denominator of which is the sum of the applicable Partners’ aggregate Percentage Interests.. ​