First Offer Clause Samples
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First Offer. (i) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof, and/or any number of the Shares it holds at such time (collectively, the "Transfer Interests") to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate") (other than in connection with a Demand Registration or Piggy-Back Registration under the Rights Agreement), the Holder is required to first notify the Company, by delivering to the Company a written notice ("Sale Notice") in accordance with Section 15, stating the Holder's bona fide intention to sell or otherwise transfer the Transfer Interests. The Company shall have the exclusive right, for a period of thirty (30) days from its receipt of the Sale Notice, to make an offer to purchase the Transfer Interests at a price to be proposed by the Company; provided that, in relation to a proposed sale or transfer of Transfer Interests by the Holder in connection with a transaction that is the subject of a Tag-Along Notice delivered to the Holder by the Trust, the Company shall have the exclusive right, for a period of ten (10) days from its receipt of the Sale Notice, to make an offer to purchase the Transfer Interest at a price to be proposed by the Company.
(ii) Subject to Section 11(c) below, if either (x) the Company does not deliver to the Holder written notice of an offer to purchase the Transfer Interests ("Purchase Notice") within the appropriate offer period referenced in Section 11(a)(i) above, or (y) the Holder has rejected the Company's offer, the Holder shall be entitled to issue and sell the Transfer Interests at a price which is no less than ninety percent (90%) of the last price offered by the Company for the Transfer Interests (the "Last Offer Price"), to any third party that is not an Affiliate of the Holder at any time during the period of nine (9) months following the date of delivery of the Sale Notice by the Holder to the Company, without the obligation to provide any further offers or notices to the Company.
First Offer. Employee acknowledges and agrees that a material inducement to Employer to enter into this Agreement is the Employee’s expertise in, knowledge of and ability to identify acquisition candidates within, the biotech, pharmaceutical and health care industries. Accordingly, Employee agrees that Employee will provide, and will cause The K▇▇▇▇▇▇▇▇ Group for so long as Employee is the principal owner of The K▇▇▇▇▇▇▇▇ Group to provide, Employer’s Board of Directors with the first opportunity to conduct or take action with respect to any acquisition opportunity or any other potential transaction identified by Employee or The K▇▇▇▇▇▇▇▇ Group within the biotech, pharmaceutical or health care industries and that is within the scope of the business plan adopted by the Employer’s Board of Directors. Employee’s obligations under this Section 8 shall commence on the Effective Date and shall continue while this Agreement is in effect.
First Offer. Upon receipt of the First Sale Notice, Fiat will have an irrevocable non-transferable first option to purchase all or a portion of the Offered Securities at the First Offer Price and otherwise on the terms and conditions described in the First Sale Notice (the “Fiat First Option”). Fiat may, within 30 days of receipt of the First Sale Notice (the “Fiat First Offer Period”), offer to purchase all or a portion of the Offered Securities by sending an irrevocable written notice of any such acceptance to the Selling Member indicating the number and type of Offered Securities to be purchased (the “Acceptance Notice”), and Fiat shall then be obligated to purchase the number of Offered Securities set forth in such Acceptance Notice on the terms and conditions set forth in the First Sale Notice, subject to compliance with Section 13.2(h) of this Agreement.
First Offer. If a Shareholder (the "Selling Shareholder") desires to transfer any or all of such Shareholder's Stock (the "Offered Stock"), such Shareholder shall first give written notice (a "Transfer Notice") thereof to the Company and the other Shareholders, identifying the proposed transferee, the number of shares sought to be transferred, the proposed purchase price (the "Offered Price"), if applicable, the terms of the proposed transaction including the proposed transaction date and a copy of any written offer or other writing setting forth the terms and conditions of the proposed transaction. Such Transfer Notice shall constitute an irrevocable offer by the Selling Shareholder to sell all of the Offered Stock to the other Shareholders at the Offered Price and upon the same terms and conditions as the Selling Shareholder is willing to sell the Offered Stock to the proposed transferee; provided, however, that without the prior written consent of the other Shareholders (which consent shall not be unreasonably withheld), all transfers pursuant to this Article I shall be solely for cash. Once given, a Transfer Notice may not be modified or amended except with the written consent of the Company and the Shareholders (or their Permitted Transferees (as defined in Section 1.6 below)) holding at least two-thirds of the Common Stock of the Company. Within the twenty (20) day period following the giving of the Transfer Notice (the "First Offer Period"), the other Shareholders may elect, by giving written notice of such election to the Selling Shareholder and the Company, to purchase all but not less than all of the Offered Stock. If more than one of the Shareholders makes such election, each such electing Shareholder shall purchase its pro rata share based upon the number of shares of Common Stock held by it at the time of the election. Any modification or amendment of a Transfer Notice will be deemed a new Transfer Notice with respect to the proposed transfer and will restart the First Offer Period.
First Offer. (i) If the holder proposes to sell or otherwise transfer the Notes or any portion thereof it holds at such time (collectively, the "Transfer Interests") to any third party other than an Affiliate of such holder (other than a sale or transfer in connection with a Demand Registration or Piggy-Back Registration under the Rights Agreement), the holder is required to first notify the Company, by delivering to the Company a written notice ("Sale Notice") in accordance with section 20, stating the holder's bona fide intention to sell or otherwise transfer the Transfer Interests. The Company shall have the exclusive right, for a period of thirty (30) days from its receipt of the Sale Notice, to make an offer to purchase the Transfer Interests at a price to be proposed by the Company.
(ii) Subject to Section 24.1(c) below, if either (x) the Company does not deliver to the holder written notice of an offer to purchase the Transfer Interests ("Purchase Notice") within thirty (30) days after the Company's receipt of the Sale Notice, or (y) the holder has rejected the Company's offer, the holder shall be entitled to sell the Transfer Interests at a price which is no less than ninety percent (90%) of the last price offered by the Company for the Transfer Interests (the "Last Offer Price"), to any third party that is not an Affiliate of the holder at any time during the period of nine (9) months following the date of delivery of the Sale Notice by the holder to the Company, without the obligation to provide any further offers or notices to the Company.
First Offer. Provided that no material Event of Default has occurred and is continuing, if Lessor shall desire to sell or convey the Property to a third party that is not an Affiliate of Lessor, then Lessor shall first give Lessee the right to purchase the Property for a price and on terms and conditions determined by Lessor and set forth in a notice given to Lessee (the “Offer”). Lessee shall have twenty (20) Business Days from receipt of the Offer within which to elect to purchase the Property on the precise terms and conditions of the Offer (except that if the Offer shall be in whole or in part for consideration other than cash, Lessee shall have the right to pay in cash the fair market value of such noncash consideration). If Lessee elects to so purchase the Property, Lessee shall give to Lessor written notice thereof (“Acceptance Notice”) and the closing shall be held within forty-five (45) days after the date of the Acceptance Notice or such longer period of time as is set forth in the Offer, whereupon Lessor shall convey the Property to Lessee. At the closing, Lessor shall deliver to Lessee a special warranty deed (or local equivalent) sufficient to convey to Lessee fee simple title to the Property free and clear of all easements, rights-of-way, encumbrances, liens, covenants, conditions, restrictions, obligations and liabilities, except for any such matters in effect upon the acquisition of the Property by Lessor, such matters created, suffered or consented to in writing by Lessee or arising by reason of the failure of Lessee to have observed or performed any term, covenant or agreement of this Lease to be observed or performed by Lessee, and the lien of any taxes then affecting the Property; provided, however, that if the Offer contemplates that the Property is to be conveyed subject to any existing financing then the Property shall be conveyed subject to the mortgage or deed of trust securing such financing unless Lessee elects to pay off such financing in accordance with the terms of the applicable loan documents (provided that Lessee shall not be responsible for payment of any late charges or other charges that are not directly related to the payoff). If Lessee does not timely elect to purchase the Property, Lessor shall, subject to Section 16.03, be free to sell the Property to any other Person within twelve (12) months of Lessee’s rejection or deemed rejection without being required to comply again with the foregoing provisions of this Section 16.01, prov...
First Offer. Provided that this Sublease shall be in full force, no event of default has occurred and is continuing and provided Sublandlord does not desire the space for its own use (i.e. for Sublandlord's own use and occupancy for a substantial period and not for the purpose of assigning the Prime Lease or subletting or licensing the Prime Lease premises), Sublandlord shall, prior to offering it to anyone else, offer Subtenant the right to lease the space on the Fifth Floor of the Building that Sublandlord currently occupies, or has a right to occupy (such space being hereinafter referred to as the "Fifth Floor Space"). Sublandlord shall notify Subtenant specifying the rentable square footage of the Fifth Floor Space it is making available. Thereupon, Subtenant shall have one option, exercisable within, but in no event later than, fifteen (15) days after the giving of such notice by Sublandlord to Subtenant, to elect by notice given to Sublandlord within said fifteen (15) day period to lease the entire space encompassed by the offer for a term equal to the balance of the term of the Prime Lease at a rate of Fixed Rent per rentable square foot which shall be equal to the Fixed Rent rate per rentable square foot payable under the Sublease if offered during the first year of the Sublease or, if offered thereafter, at the fair market rental determined as in Paragraph 24 hereof. If Subtenant shall duly exercise its option within the time and within the manner specified above, and there shall not then be existing an event of default under this Lease, then automatically on the first Business Day following the giving of Subtenant's notice of its election to exercise said option, the portion of the Fifth Floor Space as to which Subtenant has exercised its option shall automatically be deemed and be added to and form part of the Premises hereunder upon all of the same terms and conditions as are contained in this Sublease except that: (i) the Fixed Rent Payable by Subtenant under the Sublease shall be increased by the rental rate for the Fifth Floor Space (as determined above), (ii) Subtenant's Proportionate Share shall be increased to reflect the addition of the Fifth Floor Space to the Premises, and (iii) Subtenant shall accept the Fifth Floor Space in its then as-is condition and Sublandlord shall not be required to perform any work or furnish any materials in order to prepare such Fifth Floor Space for Subtenant's occupancy. It is an express condition of the option granted...
First Offer. (a) So long as any shares of the Series B Preferred Stock are outstanding, if the Company proposes to issue any shares of Common Stock or any security convertible into or exchangeable for shares of Common Stock, or any unit of securities which includes shares of Common Stock or any security convertible into or exchangeable or exercisable for shares of Common Stock (in the case of securities convertible into or exchangeable or exercisable for shares of Common Stock, whether or not so convertible or exchangeable or exercisable only upon payment of additional consideration), in each case in connection with a financing by the Company, subject to Section 5.5 hereof (an "OFFERING"), then the Company shall prior thereto or simultaneously therewith offer to each Investor a percentage of the securities being issued in the Offering (the "OFFERING SECURITIES") equal to such Investor's then percentage ownership of the aggregate of the Underlying Common Stock and the Common Stock (such Investor's "PERCENTAGE SHARE"). Such offer shall be made by written notice setting forth the quantity and description of the security proposed to be issued, the price to be received in exchange therefor and the proposed date, time and place of the closing of the Offering (the "OFFERING NOTICE"). The Offering Notice shall be delivered by hand or by first-class, certified or overnight mail, postage prepaid, or by telecopier, by the Company to each Investor.
(b) Each such Investor shall thereupon be entitled, for a period ending thirty (30) days after the date of the Offering Notice (the "ELECTION PERIOD"), to elect to purchase, at the price and upon the terms set forth in the Offering Notice, all or a portion of such Investor's Percentage Share of the Offering Securities by notice to the Company during the Election Period.
(c) Each Investor electing to purchase its Percentage Share of the Offering Securities pursuant to this Section 5.1 (a "PARTICIPATING INVESTOR") shall, concurrently with the closing of any such Offering, deliver to the Company an official bank or certified check for the appropriate amount to the Company by hand delivery or by first-class, certified or overnight mail, postage prepaid addressed to the Company's principal office (or at such other place as the Company may designate at least ten (10) days prior to the closing of such Offering); and simultaneously therewith the Company shall issue and deliver to each Participating Investor certificates representing the Offerin...
First Offer. First Offer" has the meaning set forth in Section 4.1(a) of this Agreement.
First Offer. Omnicom shall have failed to exercise the right of first offer as more particularly described in Section 8.1.6 above.