10.3 acceptance of offer. the other members shall have the right for a period of 30 days after receipt of the offer from the offeror, or such longer period as may be required under section 10.5, to elect to purchase all of the interest in the company offered. in exercising their right to purchase, the other members may divide the interest offered in any manner to which they all agree and in the absence of agreement the offered interest shall be divided among the members in proportion to the relative sharing ratios of the members who choose to participate. to exercise their rights to purchase, the other members shall give written notice to the offeror. upon the exercise of a right to purchase and provided the right is exercised with respect to all of the interest in the company offered, the purchase shall be closed and payment made on the same terms and conditions as those on which the offeror proposes to transfer the interest in the company.
10.4 failure to accept offer. if the other members do not elect to purchase all of the interest in the company offered, the offeror may transfer the offered interest to the proposed transferee named in the offer to the company. however, if that transfer is not made within 90 days after the end of the period provided for in section 10.3, a new offer shall be made to the other members and the provisions of sections 10.1, 10.2 and 10.3 shall again apply.
10.5 cash equivalents. if the proposed offer under section 10.2 is for consideration other than cash or cash plus deferred payments of cash, the purchasing members may pay the present value cash equivalent of such other consideration or may pay using the same instrument as contemplated by the proposed offer. the offeror and the purchasing members shall attempt to agree upon a cash equivalent of such other consideration. if they cannot agree within 20 days after the beginning of the 30-day period under section 10.3, any of such members may, by five days' written notice to the others, initiate arbitration proceedings for determination of the cash equivalent without regard to income tax consequences to the offeror as a result of receiving cash rather than the other consideration. the purchasing members may elect to purchase the interest at the determined cash equivalent by notice of such election to the offeror within 10 days after the arbitrator's decision.
10.6 direct and indirect transfers. for purposes of this agreement, restrictions upon the sale, assignment or other transfer of a member's interest shall extend to any direct or indirect transfer including, without limitation, an involuntary transfer such as a transfer pursuant to a foreclosure sale or a transfer resulting by operation of law.