Common use of Preemptive Right Clause in Contracts

Preemptive Right. Except as otherwise provided in Section 15.4, if a Participant desires to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets, the other Participants shall have a preemptive right to acquire such interests as provided in this Section 15.3. a) A Participant intending to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets shall promptly notify the other Participants of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Each of the other Participants shall have 45 days from the date such notice is delivered to notify the transferring Participant whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer shall be consummated promptly after notice of such election is delivered to the transferring Participant. b) If either of the other Participants fails to so elect within the period provided for in Section 15.3(a), the transferring Participant shall have 90 days following the expiration of such period to consummate the Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable than those offered by the transferring Participant to the other Participants in the notice required in Section 15.3(a). c) If the transferring Participant fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b), the preemptive right of the other Participants in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3.

Preemptive Right. Except as otherwise provided in Section 15.413.4, if a Participant desires to Transfer transfer all or any part of its interest in this Agreement, any Participating Interest, Interest or the Assetsan Affiliate desires to transfer control of a Participant, the other Participants Participant shall have a preemptive right to acquire such interests as provided in this Section 15.313.3. a) A 13.3.1 If a past or present Participant intending intends to Transfer transfer all or any part of its interest in this AgreementParticipating Interest or an Affiliate of either Participant intends to transfer Control of such Participant, any Participating Interest, the transferring Participant or the Assets Affiliate (“Transferring Entity”) shall promptly notify the other Participants Participant of its intentions. The notice Notice shall state the price and all other pertinent terms and conditions of the intended Transfertransfer, and shall be accompanied by a copy of the offer or contract for sale. Each of If the consideration for the intended transfer is, in whole or in part, other Participants than monetary, the Notice shall describe such consideration and its monetary fair market value in United States currency. The other Participant shall have 45 thirty (30) days from the date such notice Notice is delivered to notify the transferring Participant Transferring Entity whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price (or its monetary equivalent) and on the same terms and conditions as set forth in the noticeNotice. If it does so elect, the Transfer transfer shall be consummated promptly promptly, but in no event more than thirty (30) days, after notice Notice of such election is delivered to the transferring ParticipantTransferring Entity. b) 13.3.2 If either of the other Participants Participant fails to so elect within the period provided for in Section 15.3(a)Subsection 13.3.1, the transferring Participant Transferring Entity shall have 90 ninety (90) days following the expiration of such period to consummate the Transfer transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable favorable to the Transferring Entity than those offered by the transferring Participant to the other Participants set forth in the notice Notice required in Section 15.3(a)Subsection 13.3.1. c) 13.3.3 If the transferring Participant Transferring Entity fails to consummate the Transfer transfer to a third party within the period set forth in Section 15.3(b)Subsection 13.3.2, the preemptive right of the other Participants Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.313.3.

Preemptive Right. Except as otherwise provided in Section 15.4, if a Participant desires to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets, the other Participants Participant shall have a preemptive right to acquire such interests as provided in this Section 15.3. (a) A Participant intending to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets shall promptly notify the other Participants Participant of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfertransaction, and shall be accompanied by a copy of the offer or contract for sale. Each If any portion of the consideration to be received is in nonmonetary form, including an exchange of property, a transfer of securities or an undertaking to act or refrain from acting, the notice shall describe such consideration and its monetary value, based on the fair market value of such nonmonetary consideration. The other Participants Participant shall have 45 60 days from the date such notice is delivered to notify the transferring Participant whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price and on the same terms and conditions as set forth in the noticenotice (or their monetary equivalent). If it does so elect, the Transfer transaction shall be consummated promptly after notice of such election is delivered to the transferring Participant. (b) If either of the other Participants Participant fails to so elect within the period provided for in Section 15.3(a), the transferring Participant shall have 90 180 days following the expiration of such period to consummate the Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable favorable than those offered by the transferring Participant to the other Participants Participant in the notice required in Section 15.3(a). (c) If the transferring Participant fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b), the preemptive right of the other Participants Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3.

Preemptive Right. Except as otherwise provided in Section 15.4, if it a Participant Party desires to Transfer transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets, the other Participants Party shall have a preemptive right to acquire such interests as provided interest in this addition to such Party's right to reasonably withhold consent to the transfer under Section 15.315.1. a) 15.3.1 A Participant Party intending to Transfer transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets Agreement shall promptly notify the other Participants Party of its intentions. The notice shall state the price and all other pertinent terms items and conditions conditions, including contingent payments and royalties, if applicable, of the intended Transfertransfer, and which shall be accompanied by for a copy of the offer or contract for salemonetary consideration only. Each of the The other Participants Party shall have 45 thirty (30) days from the date such notice is delivered to notify the transferring Participant Party whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price and on the same terms and conditions as set forth in the notice. If it does the other Party so electelects, the Transfer transfer shall be consummated promptly within sixty (60) days after notice of such election is delivered to the transferring ParticipantParty. b) 15.3.2 If either of the other Participants fails to so Party does not elect within the period provided for in Section 15.3(a)15.3.1, the transferring Participant Party shall have 90 ninety (90) days following the expiration of such period to consummate the Transfer transfer to a third party of that interest in respect of which no election has occurred at a an identical or greater price and on terms no less favourable favorable to the transferring party than those offered by the transferring Participant presented to the other Participants Party and set forth in the notice required in Section 15.3(a)15.3.1. c) 15.3.3 If the transferring Participant Party fails to consummate the Transfer transfer to execute a binding agreement to transfer to a third party within the period set forth in Section 15.3(b)15.3.2, or upon change in the price or terms offered to the third party, the preemptive right of the other Participants Party in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3.

Preemptive Right. Except Any Transfer by either Participant under Section 16.1 and any Transfer by an Affiliate of Control of either Participant shall be subject to a preemptive right of the other Participant as otherwise provided in Section 15.4, if a described below. (a) If either Participant desires intends to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets, the other Participants shall have a preemptive right to acquire such interests as provided in this Section 15.3. a) A an Affiliate of either Participant intending intends to Transfer all or any part Control of its interest in this Agreementsuch Participant (“Transferring Entity”), any Participating Interest, or the Assets such Participant shall promptly notify the other Participants Participant of its intentionssuch intent. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or the contract for sale. Each If the consideration for the intended transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent (based upon the fair market value of the non-monetary consideration and stated in terms of cash or currency). (b) The other Participants Participant shall have 45 ninety (90) days from the date such notice is delivered received to notify the transferring Participant Transferring Entity whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price (or its monetary equivalent in cash or currency) and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer acquisition by the other Participant shall be consummated promptly after notice of such election is delivered to the transferring Participantdelivered. b(c) If either of the other Participants Participant fails to so elect within the period provided for in Section 15.3(a)above, the transferring Participant Transferring Entity shall have 90 one hundred eighty (180) days following the expiration of such period to consummate the Transfer to a the third party of that interest in respect of which no election has occurred at a price and on terms no less favourable favorable to the Transferring Entity than those offered by the transferring Participant to the other Participants in the notice required in Section 15.3(a). c) offered. If the transferring Participant Transferring Entity fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b)above, the preemptive right of the other Participants Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3Subsection. (d) These procedures shall not apply to the following: (i) Transfer by either Participant of all or any part of its Participating Interest to an Affiliate; pursuant to an incorporation, or corporate consolidation or reorganization of a Participant by which the surviving entity shall possess substantially all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Participant; or corporate merger or amalgamation by which the surviving entity or amalgamated company shall possess all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Participant. (ii) Subject to Subsection 16.2(g) of the Agreement, the grant by either Participant of a security interest in its Participating Interest by Encumbrance. (iii) the creation by any Affiliate of either Participant of an Encumbrance affecting its Control of such Participant. (iv) a sale or other commitment or disposition of Products or proceeds from sale of Products by either Participant upon distribution to it pursuant to Article XI of the Agreement. (e) Failure of a Participant’s Affiliate to comply with this Article XVI shall be a breach by such Participant of this Agreement.

Preemptive Right. Except as otherwise provided in Section 15.4, if a Participant desires to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets, the other Participants Participant shall have a preemptive right to acquire such interests as provided in this Section 15.3. (a) A Participant intending to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets shall promptly notify the other Participants Participant of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Each of the The other Participants Participant shall have 45 days from the date such notice is delivered to notify the transferring Participant whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer shall be consummated promptly after notice of such election is delivered to the transferring Participant. (b) If either of the other Participants Participant fails to so elect within the period provided for in Section 15.3(a), the transferring Participant shall have 90 days following the expiration of such period to consummate the Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable than those offered by the transferring Participant to the other Participants Participant in the notice required in Section 15.3(a). (c) If the transferring Participant fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b), the preemptive right of the other Participants Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3.

Preemptive Right. Except as otherwise provided in Section 15.4, if a Participant desires If either party ("TRANSFERRING ENTITY") intends to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets, property in which the other Participants shall have a preemptive right to acquire such interests as provided in this Section 15.3. a) A Participant intending to Transfer all or any part of its party owns an interest in this Agreementhereunder, any Participating Interest, or the Assets it shall promptly notify the other Participants party ("NOTIFIED ENTITY") of its such intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for salesale or the proposed offer pursuant to which it would be willing to sell the interest that is the subject of such notice ("OFFERED INTEREST"). Each of The consideration for the other Participants intended transfer may only be monetary. The Notified Entity shall have 45 fourteen (14) days from the date its receipt of such notice is delivered to notify the transferring Participant Transferring Entity whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest Offered Interest at the same price and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer acquisition by the Notified Entity shall be consummated promptly after notice of such election is delivered to delivered. If the transferring Participant. b) If either of the other Participants Notified Entity fails to so elect within the period provided for in Section 15.3(a)said fourteen (14) day period, the transferring Participant Transferring Entity shall have 90 sixty (60) days following the expiration of such period to consummate the Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable favorable to the Transferring Entity than those offered by the transferring Participant Transferring Entity to the other Participants Notified Entity in the notice required in Section 15.3(a). c) aforementioned notice. If the transferring Participant Transferring Entity fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b)said 60 day period, the Notified Entity's preemptive right of the other Participants in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3Section.

Preemptive Right. Except as otherwise provided in Section 15.413.4, if a Participant desires to Transfer transfer all or any part of its interest in this Agreement, Participating Interest or a past Participant desires to transfer all or any Participating Interestpart of a Net Smelter Return royalty, or the Assetsan Affiliate desires to transfer control of a Participant, the other Participants Participant shall have a preemptive right to acquire such interests as provided in this Section 15.313.3. a) A 13.3.1 If a past or present Participant intending intends to Transfer transfer all or any part of its interest in this Agreement, Participating Interest or any Participating InterestNet Smelter Return royalty, or an Affiliate of either Participant intends to transfer Control of such Participant, the Assets transferring Participant or Affiliate (“Transferring Entity”) shall promptly notify the other Participants Participant of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfertransfer, and shall be accompanied by a copy of the offer or contract for sale. Each of If the consideration for the intended transfer is, in whole or in part, other Participants than monetary, the notice shall describe such consideration and its monetary fair market value in United States currency. The other Participant shall have 45 thirty (30) days from the date such notice is delivered to notify the transferring Participant Transferring Entity whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price (or its monetary equivalent) and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer transfer shall be consummated promptly promptly, but in no event more than thirty (30) days, after notice of such election is delivered to the transferring ParticipantTransferring Entity. b) 13.3.2 If either of the other Participants Participant fails to so elect within the period provided for in Section 15.3(a)Subsection 13.3.1 , the transferring Participant Transferring Entity shall have 90 ninety (90) days following the expiration of such period to consummate the Transfer transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable favorable to the Transferring Entity than those offered by the transferring Participant to the other Participants set forth in the notice required in Section 15.3(a)Subsection 13.3.1. c) 13.3.3 If the transferring Participant Transferring Entity fails to consummate the Transfer transfer to a third party within the period set forth in Section 15.3(b)Subsection 13.3.2, the preemptive right of the other Participants Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.313.3.

Preemptive Right. Except as otherwise provided in Section 15.4, if a Participant desires to Transfer all or any part of its interest in this Agreement, any Participating Interest, or an Affiliate of either Participant intends to Transfer Control of such Participant (but not in the Assetsevent of a Transfer of Control of the publicly-traded company which is the direct or indirect parent of either Participant), the other Participants Participant shall have a preemptive right to acquire such interests the Participating Interest of the Participant intending to Transfer all or any of its Participating Interest or Control of which is being Transferred (the "Transferring Participant"), as provided in this Section 15.3. (a) A Participant intending to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets a Participant whose Affiliate intends to Transfer Control of that Participant, shall promptly notify the other Participants Participant of its such intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and if such intended Transfer is the result of an offer from a third party, shall be accompanied by a copy of the offer or contract for sale. Each If the intended Transfer is based upon a third party offer and if the consideration for the Transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent (based upon the fair market value of the nonmonetary consideration and stated in terms of cash or currency). The other Participants Participant shall have 45 60 days from the date such notice is delivered (or, if the notice indicates that a Participant's Affiliate intends to Transfer Control of a Participant, 60 days from the date the fair market value of the Transferring Participant's Participating Interest is determined pursuant to Section 15.3(d)) to notify the transferring Transferring Participant whether it elects to acquire its proportionate share, based on its the Transferring Participant's Participating Interest, of the offered interest Interest at the same price and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer shall be consummated promptly after notice of such election is delivered to the transferring Participant. (b) If either of the other Participants Participant fails to so elect within the period provided for in Section 15.3(a), the transferring Participant Transferring Entity shall have 90 60 days following the expiration of such period to consummate the Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable favorable than those offered by the transferring Participant Transferring Entity to the other Participants Participant in the notice required in Section 15.3(a), provided, however, that such Transfer shall be subject to (i) the prior written consent of the nontransferring Participant, which consent shall not be unreasonably withheld, and (ii) obtaining any consent required under the Lease or the Surface Use Agreement. (c) If the transferring Participant Transferring Entity fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b), the preemptive right of the other Participants Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3. (d) If a Participant's Affiliate intends to Transfer Control of that Participant, the Participants acknowledge that the Preemptive Right provided for herein shall apply only to the Transferring Participant's Participating Interest and not to ownership or control of the Transferring Participant itself. In such an event, the Participants also agree that the Participating Interest of the Transferring Participant shall be offered to the other Participant at its then current fair market value. The Transferring Participant shall provide its determination as to the fair market value of its Participating Interest in the notice to the other Participant referred to in Section 15.3(a). If the other Participant disagrees with the Transferring Participant's calculation of the fair market value of its Participating Interest, then the fair market value will be determined by a qualified independent appraiser designated by the other Participant. If the Transferring Participant conveys notice of objection to the person so appointed within five (5) days after receiving notice thereof, then an independent and qualified appraiser shall be appointed by the joint action of the appraiser appointed by the other Participant and a qualified independent appraiser appointed by the Transferring Participant; provided, however, that if the Transferring Participant fails to designate a qualified independent appraiser for such purpose within five (5) days after giving notice of such objection, then the person originally designated by the other Participant shall serve as the appraiser. The appraiser shall make a determination as to the fair market value of the Transferring Participant's Participating Interest not later than thirty (30) days after the effective date of his or her appointment. The fees and expenses of the appraiser shall be split equally between the Participants.

Preemptive Right. Except as otherwise provided in Section 15.416.4, if a Participant desires to Transfer all or any part of its interest in this Agreement, any Participating Participation Interest, or the Assets, the other Participants Participant shall have a preemptive right to acquire such interests as provided in this Section 15.316.3. (a) A Participant intending to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets shall promptly notify the other Participants Participant of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Each of the The other Participants Participant shall have 45 15 days from the date such notice is delivered to notify the transferring Participant whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer shall be consummated promptly after the notice of such election is delivered to the transferring Participant. (b) If either of the other Participants Participant fails to so elect within the period provided for in Section 15.3(a16.3(a), the transferring Participant shall have 90 10 days following the expiration of such period to consummate the Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable than favorable that those offered by the transferring Participant to the other Participants Participant in the notice required in Section 15.3(a16.3(a). (c) If the transferring Participant fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b16.3(b), the preemptive right of the other Participants in Participant is such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.316.3.

Preemptive Right. Except as otherwise provided in Section 15.4, if a ----------------- Participant desires to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets, the other Participants Participant shall have a preemptive right to acquire such interests as provided in this Section 15.3. (a) A Participant intending to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets shall promptly notify the other Participants Participant of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Each of the The other Participants Participant shall have 45 30 days from the date such notice is delivered to notify the transferring Participant whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer shall be consummated promptly after such notice of such election is delivered to the transferring Participant. (b) If either of the other Participants Participant fails to so elect within the period provided for in Section 15.3(a), the transferring Participant shall have 90 30 days following the expiration of such period to consummate the Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable favorable than those offered by the transferring Participant to the other Participants Participant in the notice required in Section 15.3(a). (c) If the transferring Participant fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b), the preemptive right of the other Participants Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3.

Preemptive Right. (a) Except as otherwise provided in Section 15.4this Article XVI, if a Participant either Party desires to Transfer Transfer, directly or indirectly, all or any part of its interest in this Agreement, any Participating Interest, or the Assets, the other Participants Party shall have a preemptive right to acquire such interests as provided in this Section 15.316.3. a(b) A Participant If a Party (the "Transferring Party") is intending to Transfer all or any part of its interest in this Agreement, any Participating Interest, a Control Interest in itself or an Affiliate or the Assets Assets, it shall promptly notify the other Participants Party of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, Transfer including the name of the proposed transferee and shall be accompanied by a copy of the an offer or contract for salesale to the other Party. Each If the consideration for the intended Transfer is, in whole or in part, other than cash, the notice shall describe such consideration and its cash equivalent (based upon the fair market value of the non cash consideration and stated in cash). The other Participants Party shall have 45 sixty (60) days from the date such notice is delivered to notify the transferring Participant Transferring Party whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price (or its cash equivalent) and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer shall be consummated promptly after notice of such election is delivered to the transferring Participant.Transferring Party; b(c) If either of the other Participants Party fails to so elect within the period provided for in Section 15.3(aSubsection 16.3(b), the transferring Participant Transferring Party shall have 90 ninety (90) days following the expiration of such period to consummate the Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable than those offered by the transferring Participant Transferring Party to the other Participants Party in the notice required in Section 15.3(aSubsection 16.3(b).; c(d) If the transferring Participant Transferring Party fails to consummate the Transfer to a third party within the period set forth in Section 15.3(bSubsection 16.3(c), the preemptive right of the other Participants Party in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall also be conducted in accordance with all of the procedures set forth in this Section 15.316.3.

Preemptive Right. Except as otherwise provided in Section 15.415.04, if a Participant desires to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets, the other Participants Participant shall have a preemptive right to acquire such interests as provided in this Section 15.315.03. (a) A Participant intending to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets shall promptly notify the other Participants Participant of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Each of the The other Participants Participant shall have 45 30 days from the date such notice is delivered to notify the transferring Participant whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer shall be consummated promptly after notice of such election is delivered to the transferring Participant. (b) If either of the other Participants Participant fails to so elect within the period provided for in Section 15.3(a15.03(a), the transferring Participant shall have 90 120 days following the expiration of such period to consummate the Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable favorable than those offered by the transferring Participant to the other Participants Participant in the notice required in Section 15.3(a)15.03(a) . (c) If the transferring Participant fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b15.03(b), the preemptive right of the other Participants Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3.15.03

Preemptive Right. Except as otherwise provided in Section 15.4, if a Participant desires to Transfer all or any part of its interest in this Agreement, any Agreement or the Assets or its Participating Interest, or the Assets, the other Participants Participant shall have a preemptive right to acquire such interests as provided in this Section 15.3. a) . A Participant intending desiring to Transfer all or any part of its interest in this Agreement, any Participating Interest, Agreement or the Assets or its Participating Interest shall promptly notify the other Participants Participant of its intentionsdesires. The notice shall state the price and all other pertinent terms and conditions of under which the intended transferring Participant is willing to make such Transfer, and shall be accompanied by a copy of the offer or a proposed contract for sale. Each of The transferring Participant shall give such notice before soliciting any offers to purchase from third parties; provided, however, that this requirement shall not preclude the Participant from entertaining an unsolicited offer from third parties before the notice, so long as the notice is given promptly after such an offer is received. The other Participants Participant shall have 45 30 days from the date such notice is delivered to notify the transferring Participant whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price and on the same terms and conditions as set forth in the transferring Participant's notice, or the unsolicited bid received from the third party. If it a Participant does so elect, the Transfer shall be consummated promptly after notice of such election is delivered to the transferring Participant. b) . If either the other Participant does not elect to acquire the interest of the other Participants fails to so elect transferring Participant within the period provided for in Section 15.3(a), the transferring Participant shall have 90 120 days following the expiration of such period to consummate the Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable favorable than those offered by the transferring Participant to the other Participants Participant in the notice required in Section 15.3(a). c) If the transferring Participant fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b), the preemptive right of the other Participants in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3.

Preemptive Right. Except Any Transfer by either Party under Section 11.1 and any Transfer by an Affiliate of control of either Party shall be subject to a preemptive right of the other Party as otherwise provided in Section 15.4, if a Participant desires described below. 11.3.1 If either Party intends to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets, the other Participants shall have a preemptive right to acquire such interests as provided in this Section 15.3. a) A Participant intending an Affiliate of either Party intends to Transfer all or any part control of its interest in this Agreementsuch Party (“Transferring Entity”), any Participating Interest, or the Assets such Party shall promptly notify the other Participants Party of its intentionssuch intent. The notice Notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or the contract for sale. Each If the consideration for the intended transfer is, in whole or in part, other than monetary, the Notice shall describe such consideration and its monetary equivalent (based upon the fair market value of the non-monetary consideration and stated in terms of cash or currency). 11.3.2 The other Participants Party shall have 45 ninety (90) days from the date such notice Notice is delivered received to notify the transferring Participant Transferring Entity whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price (or its monetary equivalent in cash or currency) and on the same terms and conditions as set forth in the noticeNotice. If it does so elect, the Transfer acquisition by the other Party shall be consummated promptly after notice Notice of such election is delivered to the transferring Participantdelivered. b) 11.3.3 If either of the other Participants Party fails to so elect exercise its priority right to purchase within the period provided for in Section 15.3(a)above, the transferring Participant Transferring Entity shall have 90 one hundred eighty (180) days following the expiration of such period to consummate the Transfer to a the third party of that interest in respect of which no election has occurred at a price and on terms no less favourable favorable to the Transferring Entity than those offered by the transferring Participant to the other Participants in the notice required in Section 15.3(a). c) offered. If the transferring Participant Transferring Entity fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b)above, the other Party’s preemptive right of the other Participants in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this subsection. 11.3.4 These procedures shall not apply to the (i) Transfer by either Party of all or any part of its Participating Interest to an Affiliate; pursuant to an incorporation, or corporate or company consolidation or reorganization of a Party by which the surviving entity shall possess substantially all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Party; or corporate or company merger or amalgamation by which the surviving entity or amalgamated company shall possess all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Party, (ii) subject to Subsection 11.2.6 of this Agreement, the grant by either Party of a security interest in its Participating Interest by Encumbrance, (iii) the creation by any Affiliate of either Party of an Encumbrance affecting its Control of such Party, (iv) a sale or other commitment or disposition of Products or proceeds from sale of Products by either Party upon distribution to it pursuant to this Agreement, or (v) failure of a Party’s Affiliate to comply with this Section 15.311, which shall be a breach by such Party of this Agreement.

Preemptive Right. Except as otherwise Any Transfer by either Member under Section 7.1 and any Transfer by an Affiliate in Control of either Member shall be subject to a preemptive right of the other Member to the extent provided in herein. Failure of a Member's Affiliate to comply with this Section 15.4, if shall be a Participant desires breach by such Member of this Agreement. If either Member intends to Transfer all or any part of its interest in this Agreement, any Participating Ownership Interest, or the Assets, the other Participants shall have a preemptive right to acquire such interests as provided in this Section 15.3. a) A Participant intending an Affiliate of either Member intends to Transfer all or any part Control of its interest in this Agreementsuch Member ("Transferring Entity"), any Participating Interest, or the Assets such Member shall promptly notify the other Participants Member of its such intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or the contract for sale. Each If the consideration for the intended transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent (based upon the fair market value of the nonmonetary consideration and stated in terms of cash or currency). If the consideration for the intended transfer includes other Participants interests or properties other than the Ownership Interest or the Transfer of Control of a Member, then the notice shall separately allocate the consideration applicable to the Ownership Interest and/or the Transfer of Control of a Member. The other Member shall have 45 ten (10) days from the date such notice is delivered to notify the transferring Participant Transferring Entity (and the Member if its Affiliate is the Transferring Entity) whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price (or its monetary equivalent in cash or currency) and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer acquisition by the other Member shall be consummated promptly after notice of such election is delivered to the transferring Participantdelivered. b(a) If either of the other Participants Member fails to so elect within the period provided for in Section 15.3(a)above, the transferring Participant Transferring Entity shall have 90 thirty (30) days following the expiration of such period to consummate the Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable favorable to the Transferring Entity than those offered by the transferring Participant Transferring Entity to the other Participants Member in the notice required in Section 15.3(a)aforementioned notice. c(b) If the transferring Participant Transferring Entity fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b)above, the preemptive right of the other Participants Member in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3Paragraph.

Preemptive Right. Except as otherwise provided in Section 15.4, if a Participant If GRANTEE desires to Transfer transfer all or any part of its interest in under this Agreement, any Participating Interestor an Affiliate desires to transfer Control of GRANTEE, or the Assets, the other Participants GRANTOR shall have a preemptive right to acquire such interests as provided in this Section 15.3right. (a) A Participant intending If GRANTEE intends to Transfer transfer all or any part of its interest in under this Agreement, any Participating Interestor an Affiliate desires to transfer Control of GRANTEE, or the Assets GRANTEE shall promptly notify the other Participants GRANTOR of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfertransfer, and shall be accompanied by a copy of the offer or contract for sale. Each of If the consideration for the intended transfer is, in whole or in part, other Participants than monetary, the notice shall describe such consideration and its monetary fair market value in United States currency. GRANTOR shall have 45 thirty (30) days from the date such notice is delivered to notify the transferring Participant GRANTEE whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price (or its monetary equivalent) and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer transfer shall be consummated promptly promptly, but in no event more than thirty (30) days, after notice of such election is delivered to the transferring ParticipantGRANTEE. (b) If either of the other Participants GRANTOR fails to so elect within the period provided for in Section 15.3(a), the transferring Participant 8.11(a) GRANTEE shall have 90 ninety (90) days following the expiration of such period to consummate the Transfer transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable favorable to GRANTEE than those offered by the transferring Participant to the other Participants set forth in the notice required in Section 15.3(a8.11(a). (c) If the transferring Participant GRANTEE fails to consummate the Transfer transfer to a third party within the period set forth in Section 15.3(b), 8.11(b) the preemptive right of the other Participants GRANTOR in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.38.11.