Common use of First Refusal Clause in Contracts

First Refusal. At any time after the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Date, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an "OFFEROR'S NOTICE"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted within 20 business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer shall be settled within 10 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice. The requirements of this Section 11 shall not apply to (w) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuer, (x) any disposition of Issuer Common Stock or other securities by a person to whom grantee has assigned its rights under the Option with the consent of Issuer, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (z) any transfer to a wholly owned subsidiary of Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At any time after the first occurrence of a Triggering Purchase Event and prior to the later of (a) the expiration of 18 24 months immediately following the first purchase of shares of Issuer Common Stock pursuant to upon exercise of the Option and (b) the termination of the right to exercise the Option Termination Datepursuant to Section 3(c), if Grantee shall desire FirstMerit desires to sell, assign, transfer transfer, or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired purchased by it pursuant to upon exercise of the Option, it FirstMerit shall give Issuer Security First written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee FirstMerit to IssuerSecurity First, which may be accepted within 20 10 business days of the after receipt of such Offeror's NoticeNotice by Security First, to sell such shares or other securities to Security First on the same terms and conditions and at the same price at which Grantee is proposing to transfer as those set forth in the Option or such shares or other securities to such transfereeOfferor's Notice for the proposed transaction. The purchase of the Option or any such shares or other securities by Issuer Security First shall be settled within 10 business days of the date of the acceptance of the offer by Security First, and the purchase price shall be paid to Grantee FirstMerit in immediately available funds; provided that. Notwithstanding the foregoing, if prior notification to or approval of by the Federal Reserve or any other regulatory authority is required in connection with such purchase, Issuer Security First shall promptly file and expeditiously process the required notice or application for approval and shall expeditiously process the same (and Grantee FirstMerit shall xxxxxx- ate cooperate with Issuer Security First in the filing of any such notice or application and the obtaining of any such approval) ), and the period purchase of time that otherwise would run pursuant to this sentence such shares or other securities by Security First shall run instead from be settled within 10 business days after the date on which, as the case may be, (a) any required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passedobtained. In the event of the failure or refusal of Issuer Security First to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice Notice, or if the Federal Reserve or any other regulatory authority disapproves Issuerof Security First's proposed purchase of any portion of the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), FirstMerit may thereafter sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice. The requirements of this Section 11 shall not apply to (wx) any disposition as a result of which the proposed transferee would own beneficially will purchase or acquire in such transaction not more than 2% of the outstanding voting power of Issuer, (x) any disposition of Issuer Common Stock or other securities by a person to whom grantee has assigned its rights under the Option with the consent of IssuerStock, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure ensure that no purchaser will purchase or acquire securities representing more than 2% of the outstanding voting power of Issuer Common Stock, or (z) any transfer to a wholly wholly-owned subsidiary of Grantee which FirstMerit that agrees in writing to be bound by the terms hereof.

First Refusal. At any time after the first occurrence of a Triggering an Exercise Event and prior to the later second anniversary of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Company Common Stock pursuant to the Option and (b) the Option Termination DateOption, if the Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the Option, it shall give Issuer the Company written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by the Grantee to Issuerthe Company, which may be accepted accepted, in whole but not in part, within 20 ten business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer the Company shall be settled within 10 ten business days of the date of the acceptance of the offer and the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to . If the Company shall fail or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 sixty days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, all but not less than them all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; PROVIDED, HOWEVER, that the provisions of this sentence shall not limit the rights the Grantee may otherwise have if the Company has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 9 shall not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 24.9% of the outstanding voting power of Issuerthe Company, (xb) any disposition of Issuer Company Common Stock or other securities by a person Person to whom grantee the Grantee has assigned its rights under the Option with the consent of Issuerthe Company, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At Subject to the provisions of Sections 4 and 5 herein, at any time after the first occurrence of a Triggering an Exercise Event and prior to the later second anniversary of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Company Common Stock pursuant to the Option and (b) the Option Termination DateOption, if the Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the Option, it shall give Issuer the Company written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by the Grantee to Issuerthe Company, which may be accepted accepted, in whole but not in part, within 20 business days Business Days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer the Company shall be settled within 10 business days 20 Business Days of the date of the acceptance of the offer and the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to . If the Company shall fail or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; provided, however, that the provisions of this sentence shall not limit the rights the Grantee may otherwise have if the Company has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 8 shall not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuerthe Company, (xb) any disposition of Issuer Company Common Stock or other securities by a person Person to whom grantee the Grantee has assigned its rights under the Option with the consent of Issuerthe Company, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary Subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At any time after the first occurrence of a Triggering an Exercise Event and prior to the later second anniversary of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Company Common Stock pursuant to the Option and (b) the Option Termination DateOption, if the Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the Option, it shall give Issuer the Company written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by the Grantee to Issuerthe Company, which may be accepted accepted, in whole but not in part, within 20 business days ten Business Days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer the Company shall be settled within 10 business days ten Business Days of the date of the acceptance of the offer and the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to . If the Company shall fail or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 sixty days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; provided, however, that the provisions of this sentence shall not limit the rights the Grantee may otherwise have if the Company has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 10 shall not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuerthe Company, (xb) any disposition of Issuer Company Common Stock or other securities by a person Person to whom grantee the Grantee has assigned its rights under the Option with the consent of Issuerthe Company, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary Subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At If at any time after during the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 eighteen months immediately following the first purchase of shares of Issuer Commercial Common Stock pursuant to the Option and (b) the Option Termination DateOption, if Grantee Wesbanco shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Commercial Common Stock or other securities acquired by it pursuant to the OptionOption other than in accordance with the put-back rights in Section 9 hereof, it shall give Issuer Commercial written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee Wesbanco to IssuerCommercial, which may be accepted within 20 ten business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee Wesbanco is proposing to transfer the Option or such shares or other securities to such transfereea third party. The purchase of the Option or Settlement for any such shares or other securities purchased by Issuer Commercial shall be settled within 10 15 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee Wesbanco in immediately available funds; provided that, that if prior notification to or approval of any federal or state regulatory authority is required in connection with such purchase, Issuer Commercial shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) which any required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, and any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer Commercial to purchase all of the Option or all of the shares or other securities covered by an the Offeror's Notice or if any applicable regulatory authority disapproves Issuershall disapprove Commercial's proposed purchase of any portion of the Option or such shares or other securitiesshares, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), Wesbanco may sell all, but not less than all, of such portion of the Option or shares to such shares or other securities to the proposed transferee third party at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice. The requirements of this Section 11 9 shall not apply to (w) any disposition (i) as a result of which the proposed transferee would own beneficially not more than 2% five percent of the then outstanding voting power shares of IssuerCommercial Common Stock, (xii) any disposition of Issuer Commercial Common Stock or other securities by a person to whom grantee which Wesbanco has assigned its rights under the Option in accordance with the consent of Issuer, (ySection 11(c) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer hereof or (ziii) any transfer pursuant to a wholly owned subsidiary of Grantee which agrees in writing to be bound by the terms registration under Section 7 hereof.

First Refusal. At any time after the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Date, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted within 20 business days of the receipt by Issuer of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer shall be settled within 10 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate cooperate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) the required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), sell all, but not less than all, of such portion of the Option or such shares or other securities to to, the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice. The requirements of this Section 11 shall not apply to (w) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuer, (x) any disposition of Issuer Common Stock or other securities by a person to whom grantee Grantee has assigned its rights under the Option with the consent of Issuer, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (z) any transfer to a wholly owned subsidiary of Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At Subject to the provisions of Section 4, at any time after the first occurrence of a Triggering an Exercise Event and prior to the later second anniversary of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination DateOption, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted accepted, in whole but not in part, within 20 business days Business Days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer shall be settled within 10 business days Business Days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, . If Issuer shall promptly file the required notice fail or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of the Option or such shares or other securitiesNotice, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; provided, however, that the provisions of this sentence shall not limit the rights Grantee may otherwise have if Issuer has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 6 shall not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 24.9% of the outstanding voting power of Issuer, (xb) any disposition of Issuer Common Stock or other securities by a person Person to whom grantee Grantee has assigned its rights under the Option with the consent of Issuer, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary Subsidiary of Grantee which agrees in writing to be bound by the terms hereof; provided, however, that Grantee shall be permitted to sell any Option Shares if such sale is made pursuant to a tender or exchange offer that has been approved or recommended by a majority of the members of Issuer's Board of Directors.

First Refusal. At If at any time after during the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 eighteen months immediately following the first purchase of shares of Issuer American Common Stock pursuant to the Option and (b) the Option Termination DateOption, if Grantee Wesbanco shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer American Common Stock or other securities acquired by it pursuant to the OptionOption other than in accordance with the put-back rights in Section 9 hereof, it shall give Issuer American written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee Wesbanco to IssuerAmerican, which may be accepted within 20 ten business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee Wesbanco is proposing to transfer the Option or such shares or other securities to such transfereea third party. The purchase of the Option or Settlement for any such shares or other securities purchased by Issuer American shall be settled within 10 15 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee Wesbanco in immediately available funds; provided that, that if prior notification to or approval of any federal or state regulatory authority is required in connection with such purchase, Issuer American shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) which any required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, and any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer American to purchase all of the Option or all of the shares or other securities covered by an the Offeror's Notice or if any applicable regulatory authority disapproves Issuershall disapprove American's proposed purchase of any portion of the Option or such shares or other securitiesshares, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), Wesbanco may sell all, but not less than all, of such portion of the Option or shares to such shares or other securities to the proposed transferee third party at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice. The requirements of this Section 11 9 shall not apply to (w) any disposition (i) as a result of which the proposed transferee would own beneficially not more than 2% five percent of the then outstanding voting power shares of IssuerAmerican Common Stock, (xii) any disposition of Issuer American Common Stock or other securities by a person to whom grantee which Wesbanco has assigned its rights under the Option in accordance with the consent of Issuer, (ySection 11(c) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer hereof or (ziii) any transfer pursuant to a wholly owned subsidiary of Grantee which agrees in writing to be bound by the terms registration under Section 7 hereof.

First Refusal. At any time after If the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Date, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Company Common Stock or other securities Option Securities acquired by it pursuant to the Option, it shall will give Issuer the Company written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares of Company Common Stock, Options or other securities Option Securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall will be deemed an offer by the Grantee to Issuerthe Company, which may be accepted accepted, in whole but not in part, within 20 business days ten (10) Business Days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the Grantee is proposing to transfer the Option or such shares of Company Common Stock, Options or other securities Option Securities to such transferee. The purchase of the Option or any such shares of Company Common Stock, Options or other securities Option Securities by Issuer shall the Company will be settled within 10 business days ten (10) Business Days of the date of the acceptance of the offer and the purchase price shall will be paid to the Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer the Company to purchase all of the Option or all of the shares of Company Common Stock, Options or other securities Option Securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 sixty (60) days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion shares of the Option or such shares Company Common Stock, Options or other securities Option Securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; provided, however, that the provisions of this sentence will not limit the rights the Grantee may otherwise have if the Company has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares of Company Common Stock, Options or other Option Securities subject thereto. The requirements of this Section 11 shall 24 will not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuerthe Company, (xb) any disposition of Issuer Company Common Stock or other securities Option Securities by a person Person to whom grantee the Grantee has assigned its rights under the Option with the consent of Issuerthe Company, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly wholly-owned subsidiary Subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At Subject to the provisions of Sections 9 and 10 herein, at any time after the first occurrence of a Triggering Event and prior to the later second anniversary of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination DateOption, if Grantee the Holder shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee the Holder to Issuer, which may be accepted accepted, in whole but not in part, within 20 business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee Issuer is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer shall be settled within 10 20 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee the Holder in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, . If Issuer shall promptly file the required notice fail or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee Holder may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; provided, however, that the provisions of this sentence shall not limit the rights the Holder may otherwise have if Issuer has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 shall not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuer, (xb) any disposition of Issuer Common Stock or other securities by a person Person to whom grantee the Holder has assigned its rights under the Option with the consent of Issuer, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary of Grantee the Holder which agrees in writing to be bound by the terms hereof.

First Refusal. At any time after the first occurrence of a ------------- Triggering Event and prior to the later of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Date, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted within 20 business days of the receipt by Issuer of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer shall be settled within 10 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate cooperate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) the required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), sell all, but not less than all, of such portion of the Option or such shares or other securities to to, the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice. The requirements of this Section 11 shall not apply to (w) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuer, (x) any disposition of Issuer Common Stock or other securities by a person to whom grantee Grantee has assigned its rights under the Option with the consent of Issuer, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (z) any transfer to a wholly owned subsidiary of Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At Subject to the provisions of Sections 5 and 6 herein, at any time after the first occurrence of a Triggering an Exercise Event and prior to the later second anniversary of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Anadarko Common Stock Shares pursuant to the Option and (b) the Option Termination DateAnadarko Stock Option, if the Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Anadarko Stock Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the Anadarko Stock Option, it shall give Issuer Anadarko written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by the Grantee to IssuerAnadarko, which may be accepted accepted, in whole but not in part, within 20 business days Business Days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer Anadarko shall be settled within 10 business days 20 Business Days of the date of the acceptance of the offer and the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to . If Anadarko shall fail or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; provided, however, that the provisions of this sentence shall not limit the rights the Grantee may otherwise have if Anadarko has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 8 shall not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of IssuerAnadarko, (xb) any disposition of Issuer Anadarko Common Stock Shares or other securities by a person Person to whom grantee the Grantee has assigned its rights under the Anadarko Stock Option with the consent of IssuerAnadarko, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At any time after the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Datean Exercise Event, if the Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the Option, it shall give Issuer the Company written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a bona fide binding offer offer, which is not subject to financing or other material conditions other than regulatory approvals, to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by the Grantee to Issuerthe Company, which may be accepted accepted, in whole but not in part, within 20 ten business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the 11 Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer the Company shall be settled within 10 ten business days of the date of the acceptance of the offer (or such later date on which any conditions of such offer would have been reasonably satisfied or waived had the offer not been accepted by the Company) and the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to . If the Company shall fail or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 sixty days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; provided, however, that the provisions of this sentence shall not limit the rights the Grantee may otherwise have if the Company has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 10 shall not apply to (wa) any disposition as a result of which the proposed transferee (together with the proposed transferee's affiliates) would own beneficially not more than 2% of the outstanding voting power of Issuerthe Company, (xb) any disposition of Issuer Company Common Stock or other securities by a person Person to whom grantee the Grantee has assigned its rights under the Option with the consent of Issuerthe Company, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At If at any time after during the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 eighteen months immediately following the first purchase of shares of Issuer American Common Stock pursuant to the Option and (b) the Option Termination DateOption, if Grantee Wesbanco shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer American Common Stock or other securities acquired by it pursuant to the OptionOption other than in accordance with the put- back rights in Section 9 hereof, it shall give Issuer American written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee Wesbanco to IssuerAmerican, which may be accepted within 20 ten business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee Wesbanco is proposing to transfer the Option or such shares or other securities to such transfereea third party. The purchase of the Option or Settlement for any such shares or other securities purchased by Issuer American shall be settled within 10 15 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee Wesbanco in immediately available funds; provided that, that if prior notification to or approval of any federal or state regulatory authority is required in connection with such purchase, Issuer American shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) which any required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, and any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer American to purchase all of the Option or all of the shares or other securities covered by an the Offeror's Notice or if any applicable regulatory authority disapproves Issuershall disapprove American's proposed purchase of any portion of the Option or such shares or other securitiesshares, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), Wesbanco may sell all, but not less than all, of such portion of the Option or shares to such shares or other securities to the proposed transferee third party at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice. The requirements of this Section 11 9 shall not apply to (w) any disposition (i) as a result of which the proposed transferee would own beneficially not more than 2% five percent of the then outstanding voting power shares of IssuerAmerican Common Stock, (xii) any disposition of Issuer American Common Stock or other securities by a person to whom grantee which Wesbanco has assigned its rights under the Option in accordance with the consent of Issuer, (ySection 11(c) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer hereof or (ziii) any transfer pursuant to a wholly owned subsidiary of Grantee which agrees in writing to be bound by the terms registration under Section 7 hereof.

First Refusal. At any time after the first occurrence of a Subsequent Triggering Event and prior to the later of (a) the expiration of 18 24 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the termination of the Option Termination Datepursuant to Section 3(a), if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by from such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted within 20 10 business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer shall be settled within 10 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of the OTS or any regulatory authority other Governmental Entity is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate cooperate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (ai) any required notification period has expired or been terminated or (bii) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if the OTS or any regulatory authority other Governmental Entity disapproves Issuer's proposed purchase of any portion of the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice notice (subject to any necessary extension for regulatory notification, approval or waiting periods), sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified specified, and on terms no more favorable than those set forth specified, in the Offeror's Notice. The requirements 10 of this Section 11 shall not apply to (wA) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuer, (xB) any disposition of Issuer Common Stock or other securities by a person to whom grantee Grantee has assigned its rights under the Option with the consent of Issuer, (yC) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zD) any transfer to a Sub or to any other wholly owned subsidiary of Grantee which Parent that agrees in writing to be bound by the terms hereof.

First Refusal. At any time after If, at anytime during the first occurrence Term of a Triggering Event and prior to the later of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Datethis ------------- Lease, if Grantee shall desire to sell, assign, transfer either LESSOR or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (LESSEE receives an "OFFEROR'S NOTICE"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth Premises, in the terms case of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee to IssuerLESSOR, which may be accepted within 20 business days or this Lease and/or the building on the Premises, in the case of the LESSEE, and LESSOR or LESSEE (whichever receives such offer), and intends to accept such offer, then it shall, prior to accepting such offer, give the other party (the electing party) a copy of such offer. The LESSEE, if it is the electing party, shall have ninety (90) days from receipt of such Offeror's Noticeoffer and the LESSOR, if it is the electing party, shall have one hundred eighty (180) days from receipt of such offer in which to elect, by written notice to the party initially receiving such offer, to purchase the Premises, or this Lease and/or the building on the Premises, on the same exact terms and conditions (except for the closing date) contained in such offer. If the electing party elects to purchase, then the purchase and at the same price at which Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer sale shall be settled consummated within 10 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same sixty (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval60) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), sell all, but not less than all, of such portion delivery of the Option or electing party's notice that it will accept such shares or other securities offer, such closing to be at the time and place designated by such electing party by a second notice delivered to the proposed transferee first party at no less than lease twenty (20) days prior to the price specified Closing. At the Closing, LESSOR and on terms no more favorable than those set forth LESSEE shall consummate the transaction in accordance with the Offeror's Noticeinitial offer. The requirements provisions of this Section 11 18.02 shall not apply to a transfer (wi) by LESSOR or LESSEE to a "Permitted Transferee" (defined below), of (ii) or to any disposition as transfer in connection with a result foreclosure, by deed in lieu of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuer, (x) any disposition of Issuer Common Stock foreclosure or other securities by a person Leasehold Mortgagee, or (iii) to whom grantee has assigned its rights under the Option any transfer in connection with the consent financing, by LESSEE, of Issuerimprovements on the Premises(including, but not limited to, a synthetic lease or a sale/leaseback transaction) or to the transfer in connection with the exercise of any purchase options which may be contained in the synthetic lease or sale/leaseback documents or (yiv) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (z) any transfer to one property in a wholly owned subsidiary of Grantee which agrees in writing to be bound portfolio sale by the terms hereof.X. Xxxxx

First Refusal. At any time after If the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Date, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Company Common Stock or other securities Option Securities acquired by it pursuant to the Option, it shall will give Issuer the Company written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's --------- Notice"), identifying the proposed transferee, accompanied by a copy of a ------ binding offer to purchase the Option or such shares of Company Common Stock, Options or other securities Option Securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall will be deemed an offer by the Grantee to Issuerthe Company, which may be accepted accepted, in whole but not in part, within 20 business days ten (10) Business Days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the Grantee is proposing to transfer the Option or such shares of Company Common Stock, Options or other securities Option Securities to such transferee. The purchase of the Option or any such shares of Company Common Stock, Options or other securities Option Securities by Issuer shall the Company will be settled within 10 business days ten (10) Business Days of the date of the acceptance of the offer and the purchase price shall will be paid to the Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer the Company to purchase all of the Option or all of the shares of Company Common Stock, Options or other securities Option Securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 sixty (60) days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion shares of the Option or such shares Company Common Stock, Options or other securities Option Securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; provided, however, that the provisions of this sentence will not limit the rights the Grantee may otherwise have if the Company has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares of Company Common Stock, Options or other Option Securities subject thereto. The requirements of this Section 11 shall 24 will not apply to (wa) any disposition as a ---------- result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuerthe Company, (xb) any disposition of Issuer Company Common Stock or other securities Option Securities by a person Person to whom grantee the Grantee has assigned its rights under the Option with the consent of Issuerthe Company, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly wholly-owned subsidiary Subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At Subject to the provisions of Sections 5 and 6 herein, at any time after the first occurrence of a Triggering an Exercise Event and prior to the later second anniversary of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer UPR Common Stock pursuant to the Option and (b) the Option Termination DateUPR Stock Option, if the Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the UPR Stock Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the UPR Stock Option, it shall give Issuer UPR written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by the Grantee to IssuerUPR, which may be accepted accepted, in whole but not in part, within 20 business days Business Days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer UPR shall be settled within 10 business days 20 Business Days of the date of the acceptance of the offer and the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to . If UPR shall fail or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; provided, however, that the provisions of this sentence shall not limit the rights the Grantee may otherwise have if UPR has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 8 shall not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of IssuerUPR, (xb) any disposition of Issuer UPR Common Stock or other securities by a person Person to whom grantee the Grantee has assigned its rights under the UPR Stock Option with the consent of IssuerUPR, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At Subject to the provisions of Section 4 herein, at any time after the first occurrence of a Triggering an Exercise Event and prior to the later second anniversary of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Company Common Stock pursuant to the Option and (b) the Option Termination DateOption, if the Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the Option, it shall give Issuer the Company written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by the Grantee to Issuerthe Company, which may be accepted accepted, in whole but not in part, within 20 business days ten Business Days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer the Company shall be settled within 10 business days ten Business Days of the date of the acceptance of the offer and the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to . If the Company shall fail or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; PROVIDED, HOWEVER, that the provisions of this sentence shall not limit the rights the Grantee may otherwise have if the Company has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 8 shall not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuerthe Company, (xb) any disposition of Issuer Company Common Stock or other securities by a person Person to whom grantee the Grantee has assigned its rights under the Option with the consent of Issuerthe Company, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary Subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At Subject to the provisions of Section 4 herein, at any time after the first occurrence of a Triggering an Exercise Event and prior to the later second anniversary of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Company Common Stock pursuant to the Option and (b) the Option Termination DateOption, if the Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the Option, it shall give Issuer the Company written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by the Grantee to Issuerthe Company, which may be accepted accepted, in whole but not in part, within 20 business days ten Business Days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer the Company shall be settled within 10 business days ten Business Days of the date of the acceptance of the offer and the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to . If the Company shall fail or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; provided, however, that the provisions of this sentence shall not limit the rights the Grantee may otherwise have if the Company has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 8 shall not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuerthe Company, (xb) any disposition of Issuer Company Common Stock or other securities by a person Person to whom grantee the Grantee has assigned its rights under the Option with the consent of Issuerthe Company, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary Subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At any time after If the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Date, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Company Common Stock or other securities Option Securities acquired by it pursuant to the Option, it shall will give Issuer the Company written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares of Company Common Stock, Options or other securities Option Securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall will be deemed an offer by the Grantee to Issuerthe Company, which may be accepted accepted, in whole but not in part, within 20 business days ten (10) Business Days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the Grantee is proposing to transfer the Option or such shares of Company Common Stock, Options or other securities Option Securities to such transferee. The purchase of the Option or any such shares of Company Common Stock, Options or other securities Option Securities by Issuer shall the Company will be settled within 10 business days ten (10) Business Days of the date of the acceptance of the offer and the purchase price shall will be paid to the Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer the Company to purchase all of the Option or all of the shares of Company Common Stock, Options or other securities Option Securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 sixty (60) days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion shares of the Option or such shares Company Common Stock, Options or other securities Option Securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; provided, however, that the provisions of this sentence will not limit the rights the Grantee may otherwise have if the Company has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares of Company Common Stock, Options or other Option Securities subject thereto. The requirements of this Section 11 shall 24 will not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuerthe Company, (xb) any disposition of Issuer Company Common Stock or other securities Option Securities by a person Person to whom grantee the Grantee has assigned its rights under the Option with the consent of Issuer, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer Company or (zc) any transfer to a wholly owned subsidiary Subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At Subject to the provisions of Sections 5 and 6 herein, at any time after the first occurrence of a Triggering an Exercise Event and prior to the later second anniversary of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Anadarko Common Stock Shares pursuant to the Option and (b) the Option Termination DateAnadarko Stock Option, if the Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Anadarko Stock Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the Anadarko Stock Option, it shall give Issuer Anadarko written notice of the proposed transaction (an "OFFEROR'S NOTICE"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by the Grantee to IssuerAnadarko, which may be accepted accepted, in whole but not in part, within 20 business days Business Days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer Anadarko shall be settled within 10 business days 20 Business Days of the date of the acceptance of the offer and the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to . If Anadarko shall fail or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; PROVIDED, HOWEVER, that the provisions of this sentence shall not limit the rights the Grantee may otherwise have if Anadarko has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 8 shall not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of IssuerAnadarko, (xb) any disposition of Issuer Anadarko Common Stock Shares or other securities by a person Person to whom grantee the Grantee has assigned its rights under the Anadarko Stock Option with the consent of IssuerAnadarko, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At Subject to the provisions of Section 4 herein, at any time after the first occurrence of a Triggering an Exercise Event and prior to the later second anniversary of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Parent Common Stock pursuant to the Option and (b) the Option Termination DateOption, if the Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the Option, it shall give Issuer the Parent written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by the Grantee to Issuerthe Parent, which may be accepted accepted, in whole but not in part, within 20 business days ten Business Days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer the Parent shall be settled within 10 business days ten Business Days of the date of the acceptance of the offer other and the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to . If the Parent shall fail or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; provided, however, that the provisions of this sentence shall not limit the rights the Grantee may otherwise have if the Parent has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 8 shall not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuerthe Parent, (xb) any disposition of Issuer Parent Common Stock or other securities by a person Person to whom grantee the Grantee has assigned its rights under the Option with the consent of Issuerthe Parent, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary Subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At Subject to the provisions of Sections 5 and 6 herein, at any time after the first occurrence of a Triggering an Exercise Event and prior to the later second anniversary of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer UPR Common Stock pursuant to the Option and (b) the Option Termination DateUPR Stock Option, if the Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the UPR Stock Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the UPR Stock Option, it shall give Issuer UPR written notice of the proposed transaction (an "OFFEROR'S NOTICE"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by the Grantee to IssuerUPR, which may be accepted accepted, in whole but not in part, within 20 business days Business Days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer UPR shall be settled within 10 business days 20 Business Days of the date of the acceptance of the offer and the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to . If UPR shall fail or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; PROVIDED, HOWEVER, that the provisions of this sentence shall not limit the rights the Grantee may otherwise have if UPR has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 8 shall not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of IssuerUPR, (xb) any disposition of Issuer UPR Common Stock or other securities by a person Person to whom grantee the Grantee has assigned its rights under the UPR Stock Option with the consent of IssuerUPR, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.