Can you answer the questions below regarding a private company purchasing my partner's interest in our business?

SITUATION: My 50/50 business partner wants to sell his share to a private company that is offering a "corporate note payable in 18 months", plus shares representing ~1% ownership of their private company. I have the right of first refusal: if I match the offer then I will own his shares, if I don't then the other company will own his shares. Our Operating Agreement states that an offer must set forth "the purchase price to be paid". QUESTIONS: a. Can a corporate note + stock in a private company be considered to be a "price", or must “price” be a cash payment? b. If yes, could I “accept” this offer by purchasing his shares using the same terms (a corporate note + ~1% stock) in this company, that I currently own 50% of? c. Our Operating Agreement states that all decisions require a majority. So, would I be allowed to make this purchase offer when I own only 50%, but if that transaction were to occur I would own 100% of the company?