sed Assignment, the Company shall have the first right and the other Members shall have the second right to purchase all, but not less than all, of the Offered Interest for the purchase price determined pursuant to Section 9.4 and upon the payment terms set forth in Section 9.5. The Company shall exercise its right

eree a written notice (the "Bona Fide Intention Notice") stating: (i) the Offeror's bona fide intention to sell or otherwise transfer or dispose of the Offered Interest; (ii) the name of each proposed purchaser or other transferee (the "Proposed Transferee "); (iii) the portion of the Offered Interest to be transfe

n its sole discretion. Millennium Management will not consent to any Transfer other than a Transfer (i) in circumstances in which the tax basis of the Offered Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferor, (ii) to members of

n its sole discretion. Millennium Management will not consent to any Transfer other than a Transfer (i) in circumstances in which the tax basis of the Offered Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferor, (ii) to members of