Right of First Offer for Transfers by Members. (a) If any Member (the “Proposing Transferor”) wishes to Transfer during the Restricted Period all or any portion of its Interest (the “Offered Units”) to any Person other than its Permitted Transferee, such Proposing Transferor shall deliver a written offer (the “Conditional Transfer Notice”) to the other Members (the “Non-Transferring Members”), certifying the date of its issuance and stating: (i) the number and Class of Offered Units; and (ii) the price (the “Transfer Price”) and other material terms upon which the Proposing Transferor proposes to transfer each of such Offered Units (such offer by the Proposing Transferor to the Non-Transferring Members (together with the oversubscription privilege set forth in Section 8.2(b) below (if applicable)) is referred to herein as the “Right of First Offer”).
Appears in 4 contracts
Samples: Assignment and Assumption Agreement, Limited Liability Company Agreement (American Medical Alert Corp), Limited Liability Company Agreement (HUGHES Telematics, Inc.)
