Common use of Transfer Procedure; Right of First Refusal Clause in Contracts

Transfer Procedure; Right of First Refusal. Neither the Management Investor nor any other Holder shall, prior to the lapse of the restriction in clause (a) of this Section 3, transfer any Covered Shares (or any interest therein), except for Permitted Transfers or transfers in accordance with the following: (i) If any Holder shall have received a bona fide arms' length written offer (a "Bona Fide Offer") which such Holder desires to accept from an independent party unrelated to such Holder (the "Outside Party") for the purchase of Covered Shares for consideration consisting entirely of cash, then such Holder shall give a notice in writing (the "Option Notice") to GEI setting forth such desire, which notice shall set forth at least the name and address of the Outside Party and the price and terms of the Bona Fide Offer and be accompanied by a copy of the Bona Fide Offer. (ii) Upon the giving of such Option Notice, GEI shall have an option (transferable, in the sole discretion of GEI, to an Affiliate (as defined in Section 7(b)) of GEI or to the Company or a subsidiary of the Company) to purchase all of the Covered Shares specified in the Option Notice, said option to be exercised within thirty (30) days after the giving of such Option Notice, by giving a counter-notice (the "Election Notice") to the Holder. (iii) If GEI (or an Affiliate of GEI, the Company or a subsidiary of the Company, if applicable) elects to purchase all of such Covered Shares, it shall be obligated to purchase, and the Holder shall be obligated to sell, such Covered Shares at the cash price and terms indicated in the Bona Fide Offer, except that the closing of the purchase by GEI (or an Affiliate of GEI, the Company or a subsidiary of the Company, if applicable) shall be held on a business day within sixty (60) days after the giving of the Election Notice at 10:30 a.m., Eastern Standard Time, at the principal executive office of the Company, or at such other time and place as may be mutually agreed to by GEI (or an Affiliate of GEI, the Company or a subsidiary of the Company, if applicable) and the Holder. (iv) If an Election Notice is not delivered by GEI (or an Affiliate of GEI, the Company or a subsidiary of the Company, if applicable) within the period specified above, the Holder thereafter, at any time within a period of sixty (60) days from the giving of said Option Notice, may transfer all (but not less than all) of such Covered Shares to the Outside Party at the cash price and terms contained in the Bona Fide Offer, and the Outside Party shall thereafter be subject to and bound by all of the provisions of this Agreement and, as a condition precedent to the completion of such transfer of Covered Shares to such Outside Party, such Outside Party shall execute and deliver to the Company and GEI a written consent to such effect in form and substance satisfactory to the Company and GEI; provided, however, that in the event the Holder has not so transferred said Covered Shares to the Outside Party within said sixty (60) day period, then said Covered Shares thereafter shall continue to be subject to all of the restrictions contained in this Agreement.

Transfer Procedure; Right of First Refusal. Neither If any member of ------------------------------------------ the Management Investor nor HPA Group or any other Holder shall, prior to the lapse of the restriction in clause (a) of this Section 3, transfer any Covered Shares (or any interest therein), except for Permitted Transfers or transfers in accordance with the following: (i) If any Holder Class II Stockholders shall have received a bona fide arms' arm's-length written offer (a "Bona Fide OfferBONA FIDE OFFER") which such Holder Stockholder desires to accept from an independent party unrelated to such Holder Stockholder (the "Outside PartyOUTSIDE PARTY") for the purchase of Covered Shares Securities for consideration consisting entirely of cashcash (it being understood that no sale for any other consideration would be a Permitted Transfer), then such Holder Stockholder shall give a notice in writing (the "Option NoticeOPTION NOTICE") to GEI each Class I Stockholder and the Company setting forth such desire, which notice shall set forth at least the name and address of the Outside Party and the price and terms of the Bona Fide Offer and be accompanied by a copy of the Bona Fide Offer. (ii) . Upon the giving of such Option Notice, GEI the Company, and to the extent the Company elects not to do so, the respective Stockholders set forth in the following sentence (each an "ELECTING STOCKHOLDER") shall have an option (transferableto purchase all, in the sole discretion of GEIbut not less than all, to an Affiliate (as defined in Section 7(b)) of GEI or to the Company or a subsidiary of the Company) to purchase all of the Covered Shares Securities specified in the Option Notice, said such option to be exercised within thirty (30) 30 days after the giving of such Option Notice, Notice by giving a counter-notice (the "Election NoticeELECTION NOTICE") to the Holder. Stockholder. If the Stockholder sending an Option Notice is (iiii) If GEI (or an Affiliate of a Class II Stockholder, then GEI, Occidental and the Company HPA Group shall be entitled to be Electing Stockholders; or (ii) a subsidiary member of the HPA Group, then GEI, Occidental and the other members of the HPA Group shall be entitled to be Electing Stockholders. Where more than one Electing Stockholder desires to participate in a purchase pursuant to an Option Notice, such Stockholders shall participate, pro rata based upon their respective Equity --- ---- Ownership (but in the case of Occidental, Fully Diluted Ownership) in the Company, with the portion attributable to Stockholders declining to be Electing Stockholders being redistributed to the remaining Stockholders pro rata based --- ---- upon their respective Equity Ownership in the Company (but in the case of Occidental, Fully Diluted Ownership), it being understood that the Company may elect to purchase up to all of the Securities and any remainder shall be prorated as aforesaid. The Company and, if applicable) elects to purchase all of such Covered Shares, it the Electing Stockholders shall be severally obligated to purchase, and the Holder Stockholder shall be obligated to sell, the Securities covered by such Covered Shares Election Notice at the cash price and terms indicated in the Bona Fide Offer, except provided that the closing of the purchase by GEI (or an Affiliate of GEI, the Company or a subsidiary of the Company, if applicable) Electing Stockholder shall be held on a business day within sixty (60) 30 days after the giving of the Election Notice at 10:30 a.m., Eastern Standard TimeCalifornia time, at the principal executive office of the Company, or at such other time and place as may be mutually agreed to by GEI (or an Affiliate of GEIthe Stockholder, the Company or a subsidiary of the Companyand, if applicable) and , the Holder. (iv) Electing Stockholders. If an Election Notice is not delivered timely given by GEI (or an Affiliate of GEI, the Company and/or one or a subsidiary of the Company, if applicable) more Electing Stockholders within the period specified aboveabove after an Option Notice has been given, the Holder Stockholder thereafter, at any time within a period of sixty (60) days four months from the giving of said such Option Notice, may transfer Transfer all (but not less than all) of the Securities covered by such Covered Shares Option Notice to the Outside Party at the cash price and terms contained in the Bona Fide Offer; provided, and the however, that such Outside Party and such Securities -------- ------- shall thereafter be subject to and bound by all of the provisions of this Agreement as if such party were a Class II Stockholder except as otherwise provided in Section 6(g) and, as a condition precedent to the completion of such transfer Transfer of Covered Shares Securities to such Outside Party, such Outside Party shall execute and deliver to the Company and GEI a written consent to such effect in form and substance satisfactory to the Company Company; and GEI; provided, further, however, that in to the event extent that the Holder Stockholder has not so transferred said Covered Shares Transferred such Securities to the Outside Party within said sixty (60) day such four-month period, then said Covered Shares such Securities thereafter shall continue to be subject to all of the restrictions contained in this Agreement. Any election in any instance by the Company or any Stockholder entitled to be Electing Stockholders not to exercise its rights under this clause (b) shall not constitute a waiver of such rights with respect to any other actual or proposed Transfer of Securities.

Transfer Procedure; Right of First Refusal. Neither the Management Investor nor If any other Holder shall, prior to the lapse member of the restriction in clause (a) of this Section 3------------------------------------------ HPA Group, transfer any Covered Shares (Occidental or any interest therein), except for Permitted Transfers or transfers in accordance with of the following: (i) If any Holder Class II Stockholders hereby shall have received a bona fide arms' arm's-length written offer (a "Bona Fide OfferBONA FIDE OFFER") which such Holder Stockholder desires to accept from an independent party unrelated to such Holder Stockholder (the "Outside PartyOUTSIDE PARTY") for the purchase of Covered Shares Securities for consideration consisting entirely of cashcash (it being understood that no sale for any other consideration would be a Permitted Transfer), then such Holder Stockholder shall give a notice in writing (the "Option NoticeOPTION NOTICE") to GEI each Class I Stockholder and the Company setting forth such desire, which notice shall set forth at least the name and address of the Outside Party and the price and terms of the Bona Fide Offer and be accompanied by a copy of the Bona Fide Offer. (ii) . Upon the giving of such Option Notice, GEI the Company, and to the extent the Company elects not to do so, the respective Stockholders set forth in the following sentence (each an "ELECTING STOCKHOLDER") shall have an option (transferableto purchase all, in the sole discretion of GEIbut no less than all, to an Affiliate (as defined in Section 7(b)) of GEI or to the Company or a subsidiary of the Company) to purchase all of the Covered Shares Securities specified in the Option Notice, said such option to be exercised within thirty (30) 30 days after the giving of such Option Notice, Notice by giving a counter-notice (the "Election NoticeELECTION NOTICE") to the Holder. Stockholder. If the Stockholder sending an Option Notice is (iiii) If GEI (or an Affiliate of GEI, the Company Occidental or a subsidiary Class II Stockholder, then GEI and the HPA Group shall be entitled to be Electing Stockholders; or (ii) a member of the HPA Group, then GEI and the other members of the HPA Group shall be entitled to be Electing Stockholders. Where more than one Electing Stockholder desires to participate in a purchase pursuant to an Option Notice, such Stockholders shall participate, pro rata based upon their --- ---- respective Equity Ownership in the Company, with the portion attributable to Stockholders declining to be Electing Stockholders being redistributed to the remaining Stockholders pro rata based upon their respective Equity Ownership in --- ---- the Company, it being understood that the Company may elect to purchase up to all of the Securities and any remainder shall be prorated as aforesaid. The Company and, if applicable) elects to purchase all of such Covered Shares, it the Electing Stockholders shall be severally obligated to purchase, and the Holder Stockholder shall be obligated to sell, the Securities covered by such Covered Shares Election Notice at the cash price and terms indicated in the Bona Fide Offer, except provided that the closing of the purchase by GEI (or an Affiliate of GEI, the Company or a subsidiary of the Company, if applicable) Electing Stockholder shall be held on a business day within sixty (60) 30 days after the giving of the Election Notice at 10:30 a.m., Eastern Standard TimeCalifornia time, at the principal executive office of the Company, or at such other time and place as may be mutually agreed to by GEI (or an Affiliate of GEIthe Stockholder, the Company or a subsidiary of the Companyand, if applicable) and , the Holder. (iv) Electing Stockholders. If an Election Notice is not delivered timely given by GEI (or an Affiliate of GEI, the Company and/or one or a subsidiary of the Company, if applicable) more Electing Stockholders within the period specified aboveabove after an Option Notice has been given, the Holder Stockholder thereafter, at any time within a period of sixty (60) days four months from the giving of said such Option Notice, may transfer Transfer all (but not less than all) of the Securities covered by such Covered Shares Option Notice to the Outside Party at the cash price and terms contained in the Bona Fide Offer; provided, and the however, that such Outside Party and such Securities shall thereafter --------- -------- be subject to and bound by all of the provisions of this Agreement as if such party were a Class II Stockholder except as otherwise provided in Section 6(g) and, as a condition precedent to the completion of such transfer Transfer of Covered Shares Securities to such Outside Party, such Outside Party shall execute and deliver to the Company and GEI a written consent to such effect in form and substance satisfactory to the Company Company; and GEI; provided, further, however, that in to the event extent that the Holder Stockholder has not so transferred said Covered Shares Transferred such Securities to the Outside Party within said sixty (60) day such four-month period, then said Covered Shares such Securities thereafter shall continue to be subject to all of the restrictions contained in this Agreement. Any election in any instance by the Company or any Stockholder entitled to be Electing Stockholders not to exercise its rights under this clause (b) shall not constitute a waiver of such rights with respect to any other actual or proposed Transfer of Securities.

Transfer Procedure; Right of First Refusal. Neither If any member of ------------------------------------------ the Management Investor nor HPA Group, Occidental or any other Holder shall, prior to the lapse of the restriction in clause (a) of this Section 3, transfer any Covered Shares (or any interest therein), except for Permitted Transfers or transfers in accordance with the following: (i) If any Holder Class II Stockholders hereby shall have received a bona fide arms' arm's-length written offer (a "Bona Fide OfferBONA FIDE OFFER") which such Holder Stockholder desires to accept from an independent party unrelated to such Holder Stockholder (the "Outside PartyOUTSIDE PARTY") for the purchase of Covered Shares Securities for consideration consisting entirely of cashcash (it being understood that no sale for any other consideration would be a Permitted Transfer), then such Holder Stockholder shall give a notice in writing (the "Option NoticeOPTION NOTICE") to GEI each Class I Stockholder and the Company setting forth such desire, which notice shall set forth at least the name and address of the Outside Party and the price and terms of the Bona Fide Offer and be accompanied by a copy of the Bona Fide Offer. (ii) . Upon the giving of such Option Notice, GEI the Company, and to the extent the Company elects not to do so, the respective Stockholders set forth in the following sentence (each an "ELECTING STOCKHOLDER") shall have an option (transferableto purchase all, in the sole discretion of GEIbut not less than all, to an Affiliate (as defined in Section 7(b)) of GEI or to the Company or a subsidiary of the Company) to purchase all of the Covered Shares Securities specified in the Option Notice, said such option to be exercised within thirty (30) 30 days after the giving of such Option Notice, Notice by giving a counter-notice (the "Election NoticeELECTION NOTICE") to the Holder. Stockholder. If the Stockholder sending an Option Notice is (iiii) If GEI (or an Affiliate of GEI, the Company Occidental or a subsidiary Class II Stockholder, then GEI and the HPA Group shall be entitled to be Electing Stockholders; or (ii) a member of the CompanyHPA Group, if applicable) elects to purchase all then GEI and the other members of such Covered Shares, it the HPA Group shall be obligated to purchase, and the Holder shall be obligated to sell, such Covered Shares at the cash price and terms indicated in the Bona Fide Offer, except that the closing of the purchase by GEI (or an Affiliate of GEI, the Company or a subsidiary of the Company, if applicable) shall be held on a business day within sixty (60) days after the giving of the Election Notice at 10:30 a.m., Eastern Standard Time, at the principal executive office of the Company, or at such other time and place as may be mutually agreed to by GEI (or an Affiliate of GEI, the Company or a subsidiary of the Company, if applicable) and the Holder. (iv) If an Election Notice is not delivered by GEI (or an Affiliate of GEI, the Company or a subsidiary of the Company, if applicable) within the period specified above, the Holder thereafter, at any time within a period of sixty (60) days from the giving of said Option Notice, may transfer all (but not less than all) of such Covered Shares to the Outside Party at the cash price and terms contained in the Bona Fide Offer, and the Outside Party shall thereafter be subject to and bound by all of the provisions of this Agreement and, as a condition precedent to the completion of such transfer of Covered Shares to such Outside Party, such Outside Party shall execute and deliver to the Company and GEI a written consent to such effect in form and substance satisfactory to the Company and GEI; provided, however, that in the event the Holder has not so transferred said Covered Shares to the Outside Party within said sixty (60) day period, then said Covered Shares thereafter shall continue entitled to be subject to all of the restrictions contained in this Agreement.Electing

Transfer Procedure; Right of First Refusal. Neither the Management Investor nor If any other Holder shall, prior to the lapse member of the restriction in clause (a) of this Section 3------------------------------------------ HPA Group, transfer any Covered Shares (Occidental or any interest therein), except for Permitted Transfers or transfers in accordance with of the following: (i) If any Holder Class II Stockholders hereby shall have received a bona fide arms' arm's-length written offer (a "Bona Fide OfferBONA FIDE OFFER") which such Holder Stockholder desires to accept from an independent party unrelated to such Holder Stockholder (the "Outside PartyOUTSIDE PARTY") for the purchase of Covered Shares Securities for consideration consisting entirely of cashcash (it being understood that no sale for any other consideration would be a Permitted Transfer), then such Holder Stockholder shall give a notice in writing (the "Option NoticeOPTION NOTICE") to GEI each Class I Stockholder and the Company setting forth such desire, which notice shall set forth at least the name and address of the Outside Party and the price and terms of the Bona Fide Offer and be accompanied by a copy of the Bona Fide Offer. (ii) . Upon the giving of such Option Notice, GEI the Company, and to the extent the Company elects not to do so, the respective Stockholders set forth in the following sentence (each an "ELECTING STOCKHOLDER") shall have an option (transferableto purchase all, in the sole discretion of GEIbut no less than all, to an Affiliate (as defined in Section 7(b)) of GEI or to the Company or a subsidiary of the Company) to purchase all of the Covered Shares Securities specified in the Option Notice, said such option to be exercised within thirty (30) 30 days after the giving of such Option Notice, Notice by giving a counter-notice (the "Election NoticeELECTION NOTICE") to the Holder. Stockholder. If the Stockholder sending an Option Notice is (iiii) If GEI (or an Affiliate of GEI, the Company Occidental or a subsidiary Class II Stockholder, then GEI and the HPA Group shall be entitled to be Electing Stockholders; or (ii) a member of the HPA Group, then GEI and the other members of the HPA Group shall be entitled to be Electing Stockholders. Where more than one Electing Stockholder desires to participate in a purchase pursuant to an 57 Option Notice, such Stockholders shall participate, pro rata based upon their --- ---- respective Equity Ownership in the Company, with the portion attributable to Stockholders declining to be Electing Stockholders being redistributed to the remaining Stockholders pro rata based upon their respective Equity Ownership in --- ---- the Company, it being understood that the Company may elect to purchase up to all of the Securities and any remainder shall be prorated as aforesaid. The Company and, if applicable) elects to purchase all of such Covered Shares, it the Electing Stockholders shall be severally obligated to purchase, and the Holder Stockholder shall be obligated to sell, the Securities covered by such Covered Shares Election Notice at the cash price and terms indicated in the Bona Fide Offer, except provided that the closing of the purchase by GEI (or an Affiliate of GEI, the Company or a subsidiary of the Company, if applicable) Electing Stockholder shall be held on a business day within sixty (60) 30 days after the giving of the Election Notice at 10:30 a.m., Eastern Standard TimeCalifornia time, at the principal executive office of the Company, or at such other time and place as may be mutually agreed to by GEI (or an Affiliate of GEIthe Stockholder, the Company or a subsidiary of the Companyand, if applicable) and , the Holder. (iv) Electing Stockholders. If an Election Notice is not delivered timely given by GEI (or an Affiliate of GEI, the Company and/or one or a subsidiary of the Company, if applicable) more Electing Stockholders within the period specified aboveabove after an Option Notice has been given, the Holder Stockholder thereafter, at any time within a period of sixty (60) days four months from the giving of said such Option Notice, may transfer Transfer all (but not less than all) of the Securities covered by such Covered Shares Option Notice to the Outside Party at the cash price and terms contained in the Bona Fide Offer; provided, and the however, that such Outside Party and such Securities shall thereafter --------- -------- be subject to and bound by all of the provisions of this Agreement as if such party were a Class II Stockholder except as otherwise provided in Section 6(g) and, as a condition precedent to the completion of such transfer Transfer of Covered Shares Securities to such Outside Party, such Outside Party shall execute and deliver to the Company and GEI a written consent to such effect in form and substance satisfactory to the Company Company; and GEI; provided, further, however, that in to the event extent that the Holder Stockholder has not so transferred said Covered Shares Transferred such Securities to the Outside Party within said sixty (60) day such four-month period, then said Covered Shares such Securities thereafter shall continue to be subject to all of the restrictions contained in this Agreement. Any election in any instance by the Company or any Stockholder entitled to be Electing Stockholders not to exercise its rights under this clause (b) shall not constitute a waiver of such rights with respect to any other actual or proposed Transfer of Securities.