Common use of First Refusal Rights Clause in Contracts

First Refusal Rights. (a) Prior to any Transfer permitted by Section 12.1, at least 30 days prior to any Transfer of Units, the Member desiring to make such Transfer (the “Transferring Member”) shall deliver a written notice (the “Offer Notice”) to the Common Members and the Company specifying in reasonable detail the identity of the prospective bona fide Transferee(s), the number and class of Units to be Transferred and the price and other terms and conditions of the proposed Transfer, as well as evidence (acceptable to the Board in its sole discretion) that the proposed bona fide Transferee is financially capable of purchasing the Units. If the proposed bona fide Transferee is determined by the Board to not be financially capable of purchasing the Units to be Transferred, the bona fide Transferring Member shall not be allowed to Transfer said Units. (b) Each Common Member may elect to purchase up to its ROFR Share of the Units at the price and on the other terms set forth in the Offer Notice, by delivering written notice of such election to the Transferring Member within 25 days after delivery of the Offer Notice (the “Acceptance Date”). If any Common Member elects not to purchase its ROFR Share of the Units, then the remaining Transferees among such Members who elected to purchase Units shall have the right to purchase such Units on a pro rata basis. For the purposes of this Section 12.3, the “ROFR Share” of a Common Member shall equal the product of (i) the aggregate number of Units to be sold to and purchased by the bona fide Transferee, multiplied by (ii) a fraction, the numerator of which shall be the number of Common Units held by such Member, and the denominator of which shall be the total number of Common Units then issued and outstanding. (c) If the Common Members have elected to purchase any Units from the Transferring Member, such purchase shall be consummated as soon as practicable after the delivery of the election notice to the Transferring Member, but in any event within 30 days after the Acceptance Date. (d) If the Common Members do not elect, in the aggregate, to purchase all of the Units from the Transferring Member, the Transferring Member shall have the right, within the 30 days following the Acceptance Date, to Transfer the Units not so purchased to the bona fide Transferee(s) specified in the Offer Notice at a price not less than the price per Unit specified in the Offer Notice and on other terms no more favorable to the Transferee(s) thereof than specified in the Offer Notice. Any Units not so Transferred within such 30-day period shall be reoffered to the Members that own Common Units pursuant to this Section 12.3 prior to any subsequent Transfer.

First Refusal Rights. (a) Prior 7.2.1 Subject to any Transfer permitted by Section 12.1compliance with all other provisions of this Agreement, at least 30 days prior to any Transfer of Unitsany Units (except pursuant to (i) an Doc#: US1:15482657v3 Approved Sale, (ii) the Member repurchase or forfeiture provisions set forth in Section 7.12 or (iii) a Transfer to a Permitted Transferee), a Management Holder desiring to make such Transfer (the “Transferring Member”) shall deliver a written notice (the “Offer Notice”) to the Common Members and each of the Company and Investor, specifying in reasonable detail the identity of the prospective bona fide Transferee(s), the number and class of Units to be Transferred (the “Offered Units”) and the price and other terms and conditions of the proposed Transfer, as well as evidence (acceptable to the Board in its sole discretion) that the proposed bona fide Transferee is financially capable of purchasing the Units. If the proposed bona fide Transferee is determined by the Board to not be financially capable of purchasing the Units to be Transferred, the bona fide The Transferring Member shall not be allowed consummate such proposed Transfer until at least 30 days after the delivery of the Offer Notice, unless the Transfer proceeds pursuant to Transfer said Unitsthe other provisions of this Section 7.2, prior to the expiration of such 30-day period (the date of the first to occur of such delivery or such final determination is referred to herein as the “Authorization Date”). (b) Each Common Member 7.2.2 The Company may elect to purchase up to its ROFR Share all (but not less than all) of the Offered Units at the price and on the other terms set forth in the Offer Notice, by delivering written notice of such election to the Transferring Member within 25 20 days after delivery of the Offer Notice (the “Acceptance Date”)Notice. If any Common Member elects Any Offered Units not to purchase its ROFR Share of the Units, then the remaining Transferees among such Members who elected to purchase Units shall have the right to purchase such Units on a pro rata basis. For the purposes of this Section 12.3, the “ROFR Share” of a Common Member shall equal the product of (i) the aggregate number of Units to be sold to and purchased by the bona fide Transferee, multiplied by (ii) a fraction, the numerator end of which such 20-day period shall be reoffered by the number of Common Units held by such Member, and Transferring Member for the denominator of which shall be immediately following 10-day period to the total number of Common Units then issued and outstandingInvestor. (c) 7.2.3 If the Common Members have elected Company or the Investor elects to purchase any all of the Offered Units from the Transferring MemberMember pursuant to Section 7.2.2, such purchase shall be consummated as soon as practicable after the delivery of the election notice notice(s) to the Transferring Member, but in any event within 30 days after the Acceptance Date. Authorization Date (d) If the Common Members do not elector such longer period as may be required to obtain any regulatory approvals). Notwithstanding any other provision hereof, in the aggregateevent that the sale price, or any portion thereof, for the Offered Units is not payable in the form of cash at closing or cash payable on a deferred basis (such as pursuant to simple promissory notes issued by the prospective purchaser described in the Offer Notice), the Company or the Investor, as the case may be, shall be required to pay only such portion, if any, of the sale price described in the Offer Notice as consists of such cash consideration, and delivery of such consideration to the Transferring Member shall be payment in full for such Offered Units. 7.2.4 If the Company and the Investor do not elect to purchase all of the Offered Units from the Transferring Member, the Transferring Member shall have the right, within the 30 90 days following the Acceptance Authorization Date, to Transfer the such Offered Units not so purchased to the bona fide Transferee(s) specified in the Offer Notice in the amounts specified in the Offer Notice at a price not less than the price per Unit specified in the Offer Notice and on other terms no more favorable to the Transferee(s) thereof than specified in the Offer Notice. Any Offered Units not so Transferred within such 3090-day period shall be reoffered to the Members that own Common Units Company and the Investor pursuant to this Section 12.3 7.2.2 prior to any subsequent Transfer. No Transferring Member shall take any action that is governed by the provisions of this Section 7.2 more than once in a 180-day period.

First Refusal Rights. The Company agrees that, during the period commencing on the date of this Agreement and ending on May 31, 1999, it will not sell, transfer or otherwise dispose of the Unemployment Compensation and Workers Compensation businesses of its subsidiary, ▇▇▇▇▇▇▇▇▇▇ Service Corp., or any material part thereof, unless (ai) Prior such disposition is for cash to a bona fide third party purchaser (a "Third Party") and (ii) the Company shall have first given Purchaser a right of first refusal to acquire such businesses or part thereof as provided in this Section 7.2. If the Company has a bona fide written offer from a Third Party to purchase such businesses or any Transfer permitted by Section 12.1, at least 30 days prior to any Transfer of Units, the Member desiring to make such Transfer material part thereof (the “Transferring Member”"Offered Interest") shall deliver a written notice (the “Offer Notice”) to the Common Members and the Company specifying in reasonable detail wishes to accept the offer, the Company, prior to accepting such offer, shall first offer the Offered Interest to Purchaser (the "Company Offer"), by written notice, at the same price and upon the same terms offered by the Third Party. Such written notice shall describe the Offered Interest to be transferred, the terms and conditions on which such transfer is proposed to be made, the identity of the prospective bona fide Transferee(s)Third Party, and shall be accompanied by a copy of the number and class Third Party offer. During a period of Units 60 days after such written notice is received by Purchaser, Purchaser shall have the exclusive right to be Transferred and accept the Company Offer to purchase the Offered Interest at the cash price and other otherwise upon the terms and conditions of the proposed TransferCompany Offer. If Purchaser does not exercise its right of first refusal hereunder or if Purchaser fails to purchase the Offered Interest within 90 days after it has accepted the Company Offer (other than by reason of the Company's failure to comply with its obligations under any purchase agreement with respect thereto), as well as evidence (acceptable the Company shall be free, for a period of 90 days, to sell the Offered Interest to the Board in its sole discretion) Third Party; provided that the proposed bona fide Transferee terms and conditions for the sale to the Third Party may not be renegotiated or modified unless the Offered Interest has first been offered to Purchaser upon the modified terms and conditions as provided in this Section 7.2. The restrictions in this Section 7.2 shall not apply if the Third Party Offer is financially capable of purchasing the Units. If the proposed bona fide Transferee is determined received by the Board to not be financially capable of purchasing the Units to be TransferredCompany at such time, the bona fide Transferring Member shall not be allowed to Transfer said Units. (b) Each Common Member may elect to purchase up to its ROFR Share if any, that Purchaser owns less than 50% of the Units at the price and Shares acquired by it on the other terms set forth in the Offer Notice, by delivering written notice of such election to the Transferring Member within 25 days after delivery of the Offer Notice (the “Acceptance Date”). If any Common Member elects not to purchase its ROFR Share of the Units, then the remaining Transferees among such Members who elected to purchase Units shall have the right to purchase such Units on a pro rata basis. For the purposes of this Section 12.3, the “ROFR Share” of a Common Member shall equal the product of (i) the aggregate number of Units to be sold to and purchased by the bona fide Transferee, multiplied by (ii) a fraction, the numerator of which shall be the number of Common Units held by such Member, and the denominator of which shall be the total number of Common Units then issued and outstanding. (c) If the Common Members have elected to purchase any Units from the Transferring Member, such purchase shall be consummated as soon as practicable after the delivery of the election notice to the Transferring Member, but in any event within 30 days after the Acceptance Closing Date. (d) If the Common Members do not elect, in the aggregate, to purchase all of the Units from the Transferring Member, the Transferring Member shall have the right, within the 30 days following the Acceptance Date, to Transfer the Units not so purchased to the bona fide Transferee(s) specified in the Offer Notice at a price not less than the price per Unit specified in the Offer Notice and on other terms no more favorable to the Transferee(s) thereof than specified in the Offer Notice. Any Units not so Transferred within such 30-day period shall be reoffered to the Members that own Common Units pursuant to this Section 12.3 prior to any subsequent Transfer.

First Refusal Rights. (a) Prior to any Transfer permitted by Section 12.1, at least 30 days prior to any Transfer of Units, the A Member desiring to make sell all or any portion of its Membership Interest to a third party purchaser shall obtain from such Transfer (the “Transferring Member”) shall deliver third party purchaser a written notice (the “Offer Notice”) to the Common Members and the Company specifying in reasonable detail the identity of the prospective bona fide Transferee(s)written offer to purchase such Interest, stating the number and class of Units to be Transferred and the price and other terms and conditions upon which the purpose is to be made and the consideration offered therefor. Such Member shall give written notice to the other Members of its intention to so transfer such Interest. Such notice shall set forth the complete terms of the written offer to purchase and the name and address of the proposed Transfer, as well as evidence (acceptable to the Board in its sole discretion) that the proposed bona fide Transferee is financially capable of purchasing the Units. If the proposed bona fide Transferee is determined by the Board to not be financially capable of purchasing the Units to be Transferred, the bona fide Transferring Member shall not be allowed to Transfer said Unitsthird party purchaser. (b) Each Common The other Members, shall, on a basis pro rata to their Units or on a basis pro rata to the Units of those remaining Members exercising their first refusal rights, have the first right to purchase all (but not less than all) of the selling Member's Interests on the same terms and conditions stated in the notice given pursuant to Section 12.2 (a) by giving written notice to the other Members within ten (10) days after such notice from the selling Member. The failure of a Member may to so notify the other Members of its desire to exercise its first refusal rights within said ten (10) day period as required by this Section 12.2(b) shall result in the termination of such Member's first refusal rights. Within ten (10) days after the expiration of the ten (10) day period specified in the preceding paragraph, the other Members shall notify those Members electing to exercise their first refusal rights of any Units that the other Members did not elect to purchase. Those Members exercising first refusal rights in accordance with the preceding paragraph shall then notify the other Members and the other purchasing Members whether they elect to purchase up to its ROFR Share of the Units at the price and on the other terms set forth in the Offer Notice, by delivering written notice of such election to the Transferring Member within 25 days after delivery of the Offer Notice (the “Acceptance Date”). If any Common Member elects not to purchase its ROFR Share of the remaining Units, then the remaining Transferees among such Members who elected to purchase Units shall have the right to purchase such Units on a pro rata basis. For the purposes of this Section 12.3, the “ROFR Share” of a Common Member shall equal the product of (i) the aggregate number of Units to be sold to and purchased by the bona fide Transferee, multiplied by (ii) a fraction, the numerator of which shall be pro rata or allocated in such other manner as the number of Common Units held purchasing Members shall agree. If no such notification is received by the other Members from any such MemberMembers in accordance with this paragraph, and the denominator of which no Member shall be the total number of Common Units then issued and outstanding. (c) have any further first refusal rights with respect to such Units. If the Common Members have elected to purchase any Units from the Transferring Member, such purchase shall be consummated as soon as practicable after the delivery of the election notice to the Transferring Member, but in any event within 30 days after the Acceptance Date. (d) If the Common Members do not elect, in the aggregate, to purchase all of the Units from offered by the Transferring selling Member, the Transferring selling Member shall sell such Units upon the same terms and conditions specified in the notice required by Section 12.2(a), and the purchasing Members shall have the right, right to close the purchase within thirty (30) days after the 30 days following receipt of notification from the Acceptance Date, other Members that such Members have elected to Transfer purchase the selling Member's Units. If Members do not elect to purchase all of the Units not so purchased offered by the selling Member in accordance with this Section 12.2, then the selling Member shall be entitled to sell such Units to the bona fide Transferee(s) third party purchaser in accordance with the terms and conditions upon which the purchase is to be made as specified in the Offer Notice at a price notice under Section 12.2(a). However, if such sale is not less than completed within thirty (30) days following expiration of the price per Unit specified in other Members' first refusal rights under this Section 12.2, then the Offer Notice selling Member shall not be entitled to complete the sale to such third party purchaser and on other terms no more favorable the selling Member's Units shall continue to be subject to the Transferee(srights of first refusal set forth in this Section 12.2 with respect to any proposed subsequent transfer. (c) thereof than specified Upon the purchase or the gift of a Membership Interest, and as a condition to recognizing the effectiveness and binding nature of any sale or gift and (subject to Section 12.3, below) substitution of a Person as a new Member, the Member may require the transferring Member and the proposed purchaser, donee or successor-in-interest, as the case may be, to execute, acknowledge and deliver to the other Members such instruments of transfer, assignment and assumption and such other agreements and to perform all such other acts that the other Member may deem necessary or desirable to: (i) constitute such Person as a Member; (ii) confirm that the Person desiring to become a Member, has accepted, assumed and agreed to be subject and found by all of the terms, obligations and conditions of this Agreement (whether such Person is to be admitted as a new Member); (iii) maintain the status of the Company as a partnership for federal tax purposes; and (iv) assure compliance with any applicable state and federal laws, including securities laws and regulations. (d) Any sale or gift of a Membership Interest or admission of a Member in the Offer Notice. Any Units not so Transferred within such 30-day period compliance with this Article 12 shall be reoffered to deemed effective as of the Members that own Common Units last day of the calendar month in which the remaining Members' consent thereto was given, or, if no such consent was required pursuant to Section 12.3, then on such date that the transferor and the transferee both comply with Section 12.2(c). The transferring Member hereby indemnifies the Company and the other Members against any and all loss, damage, or expense (including, without limitation, tax liabilities or loss of tax benefits) arising directly or indirectly as a result of any transfer or purported transfer in violation of this Section 12.3 prior to any subsequent TransferArticle 12.

First Refusal Rights. (a) Prior 7.2.1 Subject to any Transfer permitted by Section 12.1compliance with all other provisions of this Agreement, at least 30 days prior to any Transfer of Unitsany Units (except pursuant to (i) an Approved Sale, (ii) the Member repurchase or forfeiture provisions set forth in Section 7.12 or (iii) a Transfer to a Permitted Transferee), a Management Holder desiring to make such Transfer (the “Transferring Member”) shall deliver a written notice (the “Offer Notice”) to the Common Members and each of the Company and Investor, specifying in reasonable detail the identity of the prospective bona fide Transferee(s), the number and class of Units to be Transferred (the “Offered Units”) and the price and other terms and conditions of the proposed Transfer, as well as evidence (acceptable to the Board in its sole discretion) that the proposed bona fide Transferee is financially capable of purchasing the Units. If the proposed bona fide Transferee is determined by the Board to not be financially capable of purchasing the Units to be Transferred, the bona fide The Transferring Member shall not be allowed consummate such proposed Transfer until at least 30 days after the delivery of the Offer Notice, unless the Transfer proceeds pursuant to Transfer said Unitsthe other provisions of this Section 7.2, prior to the expiration of such 30-day period (the date of the first to occur of such delivery or such final determination is referred to herein as the “Authorization Date”). (b) Each Common Member 7.2.2 The Company may elect to purchase up to its ROFR Share all (but not less than all) of the Offered Units at the price and on the other terms set forth in the Offer Notice, by delivering written notice of such election to the Transferring Member within 25 20 days after delivery of the Offer Notice (the “Acceptance Date”)Notice. If any Common Member elects Any Offered Units not to purchase its ROFR Share of the Units, then the remaining Transferees among such Members who elected to purchase Units shall have the right to purchase such Units on a pro rata basis. For the purposes of this Section 12.3, the “ROFR Share” of a Common Member shall equal the product of (i) the aggregate number of Units to be sold to and purchased by the bona fide Transferee, multiplied by (ii) a fraction, the numerator end of which such 20-day period shall be reoffered by the number of Common Units held by such Member, and Transferring Member for the denominator of which shall be immediately following 10-day period to the total number of Common Units then issued and outstandingInvestor. (c) 7.2.3 If the Common Members have elected Company or the Investor elects to purchase any all of the Offered Units from the Transferring MemberMember pursuant to Section 7.2.2, such purchase shall be consummated as soon as practicable after the delivery of the election notice notice(s) to the Transferring Member, but in any event within 30 days after the Acceptance Date. Authorization Date (d) If the Common Members do not elector such longer period as may be required to obtain any regulatory approvals). Notwithstanding any other provision hereof, in the aggregateevent that the sale price, or any portion thereof, for the Offered Units is not payable in the form of cash at closing or cash payable on a deferred basis (such as pursuant to simple promissory notes issued by the prospective purchaser described in the Offer Notice), the Company or the Investor, as the case may be, shall be required to pay only such portion, if any, of the sale price described in the Offer Notice as consists of such cash consideration, and delivery of such consideration to the Transferring Member shall be payment in full for such Offered Units. 7.2.4 If the Company and the Investor do not elect to purchase all of the Offered Units from the Transferring Member, the Transferring Member shall have the right, within the 30 90 days following the Acceptance Authorization Date, to Transfer the such Offered Units not so purchased to the bona fide Transferee(s) specified in the Offer Notice in the amounts specified in the Offer Notice at a price not less than the price per Unit specified in the Offer Notice and on other terms no more favorable to the Transferee(s) thereof than specified in the Offer Notice. Any Offered Units not so Transferred within such 3090-day period shall be reoffered to the Members that own Common Units Company and the Investor pursuant to this Section 12.3 7.2.2 prior to any subsequent Transfer. No Transferring Member shall take any action that is governed by the provisions of this Section 7.2 more than once in a 180-day period.

First Refusal Rights. (a) Prior If Siebert, Brandford, Shank, or any other holder of Units receives a bona fide offer or enters or intends to any Transfer permitted by Section 12.1, at least 30 days prior to any Transfer of Units, the Member desiring to make such Transfer enter into an agreement (the “Transferring Member”"Offer") for the sale of one or more of the Units held of record by such holder to a third party (the "Outside Party"), such holder (the "Selling Holder") shall deliver a written have the Offer reduced to writing and shall give notice (the “Offer "Option Notice”") to the Common Members Company and the Company specifying in reasonable detail other Members containing the identity name and address of the prospective bona fide Transferee(s)Outside Party, the number and class of Units to which notice shall be Transferred and the price and other terms and conditions accompanied by a copy of the proposed Transfer, as well as evidence (acceptable Offer. The Units subject to the Board in its sole discretion) that Offer are referred to herein as the proposed bona fide Transferee is financially capable of purchasing the "Offered Units. If the proposed bona fide Transferee is determined by the Board to not be financially capable of purchasing the Units to be Transferred, the bona fide Transferring Member shall not be allowed to Transfer said Units". (b) Each Common Upon the giving of the Option Notice, ▇▇▇▇▇▇▇ shall have the right, if ▇▇▇▇▇▇▇▇▇ and/or Shank are the Selling Holder(s), and ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ shall have the right, if ▇▇▇▇▇▇▇ is the Selling Holder, but not the obligation (the "First Right") to purchase, at the price, on the terms and subject to the conditions specified in the Offer, all or part of the Offered Units covered by the Option Notice. Within thirty (30) days after the date of the Option Notice, the other Member(s) as specified above shall notify the Selling Holder(s) and all of the other Members (the "First Notice") whether and to what extent it intends to exercise the First Right. Failure to deliver the First Notice within such period shall constitute a waiver of the First Right. (c) In the event that the other Members specified in paragraph (b) above do not exercise the First Right as to all of the Offered Units, each of the other Members shall have the right, but not the obligation (the "Member may elect Right") to purchase up purchase, at the price, on the terms and subject to its ROFR the conditions specified in the Offer, such Member's Proportionate Share of the Offered Units at by notifying the price and on Selling Holder, the other terms set forth Members and the Company in writing (the Offer "Member Notice, by delivering written notice of such election to the Transferring Member ") within 25 forty (40) days after delivery the date of the Offer Option Notice (whether and to what extent such Member intends to exercise the “Acceptance Date”)Member Right. If any Common Member elects not fails to purchase exercise the Member Right as to all of its ROFR Proportionate Share of the Offered Units, then any of the remaining Transferees among such other Members who elected to purchase Units shall have the right to purchase all or part of the Offered Units that such Units on a pro rata basis. For the purposes of this Section 12.3, the “ROFR Share” of a Common Member shall equal the product of (i) the aggregate number of Units to be sold to and purchased by the bona fide Transferee, multiplied by (ii) a fraction, the numerator of which shall be the number of Common Units held by such Member, and the denominator of which shall be the total number of Common Units then issued and outstanding. (c) If the Common Members have has elected not to purchase any Units from the Transferring Member, such purchase shall be consummated as soon as practicable after the delivery of the election notice to the Transferring Member, but in any event by amending its respective Member Notice within 30 five (5) days after the Acceptance Datedate that it receives notice that any other Member has so declined to exercise the Member Right in full. Failure to deliver the Member Notice within the applicable periods shall constitute a waiver of such Member's purchase right as to the Offered Units. (d) If The Selling Holder(s) shall have the Common obligation to sell to the other Members do not electsuch portion of the Offered Units as are covered by the First Notice and the Member Notice, in and the aggregate, to purchase Selling Holder(s) may sell the balance of the Offered Units (or all of the Offered Units from the Transferring Member, the Transferring Member shall if no such notices have the right, within the 30 days following the Acceptance Date, to Transfer the Units not so purchased been given) to the bona fide Transferee(s) specified in the Offer Notice at a price Outside Party on terms not less than the price per Unit specified in the Offer Notice and on other terms no more favorable to the Transferee(s) thereof such Outside Party than specified those contained in the Offer NoticeOffer. Any Units not so Transferred within In the event that such 30-day period shall be reoffered terms are more favorable or if such sale to the Outside Party is not consummated within the time period specified herein, the Offered Units shall again be subject to the restrictions contained in this Agreement. (e) The closing for any purchase of Offered Units by any of the Members that own Common Units or the Outside Party pursuant to this Section 12.3 prior 14.2 shall be held at 10:00 A.M. (local time) at the offices of the Company on the sixtieth (60th) day after the date of the Option Notice or at such other time and place as the parties shall agree. At the closing, the applicable Members and/or the Outside Party, as the case may be, shall pay for the Offered Units in accordance with the terms of the Offer. At any closing pursuant to any subsequent this Section 14.2, the Selling Holder(s) shall deliver certificates representing the Units being Transferred, free and clear of all liens, charges and encumbrances and properly endorsed for Transfer.

First Refusal Rights. (a) 8.1 Prior to any Transfer permitted by Section 12.1, at least 30 days prior directly or indirectly (such as through a subsidiary or an affiliate) selling or offering to sell Applicable Paper to any Transfer of Unitsperson or entity (other than Buyer or Gayl▇▇▇), the Member desiring to make such Transfer (the “Transferring Member”) ▇eller shall deliver a written notice (the “Offer "Sale Notice”") to Gayl▇▇▇ ▇▇ facsimile addressed to Fran▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇rector of Planning and Exchange Sales and Chuc▇ ▇▇▇▇▇, ▇▇nager, Customer Service and Business Logistics at (847) ▇▇▇-▇▇▇▇ (▇▇ any other person at any other facsimile number designated by Gayl▇▇▇ ▇▇ Seller upon 3 days written notice). The facsimile transmission of the Common Members and the Company specifying Sale Notice shall be confirmed by telephone message by Seller to Fran▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ (847) ▇▇▇-▇▇▇▇, ▇▇ in his absence to Chuc▇ ▇▇▇▇▇ ▇▇ (847) ▇▇▇-▇▇▇▇ (▇▇ to such other person at such other number designated by Gayl▇▇▇ ▇▇ Seller upon 3 days written notice). The Sale Notice shall set forth in reasonable detail the identity of the prospective bona fide Transferee(s), the number and class of Units to be Transferred and the price and other terms and conditions of the proposed Transfer, as well as evidence (acceptable to the Board in its sole discretion) that the proposed bona fide Transferee is financially capable of purchasing the Unitssale. If the proposed bona fide Transferee is determined by the Board to not be financially capable of purchasing the Units to be Transferred, the bona fide Transferring Member shall not be allowed to Transfer said Units. (b) Each Common Member may Gayl▇▇▇ ▇▇▇ elect to purchase up to its ROFR Share all (but not less than all) of the Units at Applicable Paper to be purchased upon the price terms and on the other terms conditions set forth in the Offer NoticeSale Notice(or, if less, at the prices determined in accordance with Section 7 herein) by delivering a written notice of such election to Seller by the Transferring Member within 25 days after delivery end of the Offer first business day following the business day on which Seller receives confirmation of proper transmission of such Sale Notice has been received by Buyer (which transmission shall be deemed proper if the “Acceptance Date”). If any Common Member elects not to purchase its ROFR Share of requirements set forth in the Units, then the remaining Transferees among such Members who elected to purchase Units shall have the right to purchase such Units on a pro rata basis. For the purposes second sentence of this Section 12.3, 8.1 are complied with by Seller). In the “ROFR Share” of a Common Member shall equal the product of (i) the aggregate number of Units to be sold to and purchased by the bona fide Transferee, multiplied by (ii) a fraction, the numerator of which shall be the number of Common Units held by such Member, and the denominator of which shall be the total number of Common Units then issued and outstanding. (c) If the Common Members have elected to purchase any Units from the Transferring Member, such purchase shall be consummated as soon as practicable after the delivery of the election notice to the Transferring Member, but in any event within 30 days after the Acceptance Date. (d) If the Common Members do Gayl▇▇▇ ▇▇▇s not elect, in the aggregate, elect to purchase all of the Units from Applicable Paper as set forth in the Transferring MemberSale Notice pursuant to the terms thereof or of this Section 8.1, Seller may sell such Applicable Paper to such person or entity as set forth in the applicable Sale Notice; provided that, if such sale is not consummated within 10 business days after the applicable Sale Notice has been delivered to Gayl▇▇▇, ▇▇ller shall not sell such Applicable Paper to any person or entity (other than Buyer or Gayl▇▇▇), ▇xcept pursuant to the procedures set forth in the first four sentences of this Section 8.1. 8.2 Notwithstanding anything to the contrary contained herein, the Transferring Member provisions of Section 8.1 above shall have the right, within the 30 days following the Acceptance Date, not apply to Transfer the Units not so purchased any sales or offers to sell Applicable Paper to Interstate pursuant to the bona fide Transferee(s) specified in the Offer Notice at a price not less than the price per Unit specified in the Offer Notice and on other terms no more favorable Interstate Agreement or to RPSC pursuant to the Transferee(s) thereof than specified RPSC Agreement but only for the duration and under the terms of such agreements as are currently in the Offer Notice. Any Units not so Transferred within such 30-day period shall be reoffered to the Members that own Common Units pursuant to this Section 12.3 prior to any subsequent Transfereffect.