4.3 the unit holder may retain all of the units with respect to which the right of repurchase has not been exercised. such units shall remain subject to the terms and conditions of this agreement, and the unit holder shall comply with the provisions of article 3 herein prior to any subsequent transfer of such units.
4.4 in the event the unit holder delivers a notice of proposed transfer pursuant to section 3.2 within the period in which fff may exercise its right of repurchase under this article 4, fff may elect to make the purchase pursuant to either article 3 or article 4, in fff's sole discretion.
5. value of units; closing of purchase and sale.
5.1 in the case of a purchase made pursuant to section 3.6, the current value of the units, on a per unit basis, shall be deemed to be the amount paid per unit for the common units of the company by investors in the last offering (a 'qualifying offering') in which the company sold common units. in the case of a purchase made pursuant to article 4, the current value of the units shall be the greater of (a) the amount determined pursuant to the preceding sentence, or (b) the amount paid for the units. an offering of common units by the company shall not be deemed to be a qualifying offering unless the last sale of common units in such offering occurred not more than one year prior to the determination date (as defined below), and provided further that the gross proceeds to the company in such offering were not less than $,_________. if there is no such qualifying offering, then the current value of the units shall be determined by agreement between fff and the unit holder, and failing such agreement, by an independent appraiser selected by agreement between fff and the unit holder. in the absence of agreement concerning the selection of an independent appraiser, the current value of the units shall be determined by a panel of three appraisers selected as follows: the unit holder shall select one independent appraiser, fff shall select one independent appraiser and the two appraisers so selected shall select a third independent appraiser. the decision of a majority of the three appraisers with respect to the current value of the units shall be final and binding upon the parties. if one party selects an appraiser and the other party fails to select the second appraiser within ten days after the receipt of notice of the selection of the first appraiser, the decision of the first appraiser alone shall be final and binding upon the parties. cost of the appraisal shall be split equally between the parties. in the case of a gift referenced in section 3.6, the determination date shall be the date of receipt by fff of the notice of proposed transfer. in case of the unit holder's departure, the determination date shall be the date of the unit holder's departure.