9.3 Right of First Refusal.  Notwithstanding any provision of this Article IX to the contrary, if a Member other than PBM, or the personal representative of a deceased Member, receives and wishes to accept a bona fide written offer from a third party (a “Third-Party Offer”) to purchase all or any portion of such Member's Membership Interest, such Member or personal representative (“Seller”) must give written notice of the offer, including the price and all other terms thereof, to the Company and to each Class A Member.  Any Class A Member may elect, by written notice (an “Exercise Notice”) to the Seller, the Company and each other Class A Member within 30 days after the date of the Seller's notice, to buy the Membership Interest or portion thereof that is the subject of the Third-Party Offer (the “Offered Interest”).  If more than one Class A Member issues an Exercise Notice, such Class A Members shall (unless they agree otherwise among themselves) have the right to acquire the Offered Interest in proportion to the number of Class A Units owned by each.  The Seller shall be obligated to close the sale or sales of the Offered Interest on the terms specified in the Exercise Notice or Notices; provided, that the Seller shall not be obligated to sell, in the aggregate, a number of Units that is either larger or smaller than the Offered Interest.  In no event shall any Member be required or permitted to make any transfer of all or any part of such Member's Membership Interest without the prior written consent of all other Members if the effect of such transfer would be to cause either (a) a termination of the Company pursuant to Section 708 of the Internal Revenue Code of 1986, as amended, or (b) a default under any material loan, debt or other obligation of the Company, nor shall any Person who owns only an Economic Interest be entitled to acquire any Class A Unit.  The provisions of this Section 9.3 shall not apply to any proposed sale by PBM of all or any part of its Membership Interests.