Common use of Right of First Notice Clause in Contracts

Right of First Notice. After Lock-Up Period"). (a) If, after five (5) years from the date of this Agreement ("After Lock Up Period"), Will▇▇▇▇ ▇▇ Metrogas shall desire to sell all or part of its Shares other than in connection with a Public Offering (herein referred to as the "selling Shareholder"), then the selling Shareholder shall first provide the other Shareholders (hereinafter referred to as the "non-selling Shareholders") with written notice ("First Notice") of its desire to sell, such notice which shall include a description of the number of Shares to be sold, the sale price, and the financial terms of sale. (b) The non-selling Shareholders shall, for a period of ninety (90) days from the date of receipt of the First Notice, be entitled to exercise the right to purchase the Shares included in the First Notice, and on the same terms therein, by delivering written acceptance to the selling Shareholder. If the more than one non-selling Shareholder wishes to exercise such right to purchase, the Shares included in the First Notice shall be divided among the non-selling Shareholders in accordance with their then-current shareholdings. (c) If the non-selling Shareholders exercise such right of purchase, they shall have an additional period of ninety (90) days after such exercise within which to make payment for, and take title to, such Shares. (d) If the non-selling Shareholders do not exercise such right of purchase within the aforementioned period of ninety (90) days, the selling Shareholder shall, for a period of 180 days be entitled to sell the Shares to any Person, provided that the sale price and financial and other terms are no less favorable than those specified in the First Notice. If no sale is effected during the aforementioned period of 180 days, the selling Shareholder shall be obligated to provide a new First Notice to the non-selling Shareholders in the event that the selling Shareholder still wishes to sell its Shares. (e) Any Person purchasing Shares under this Clause 10.4 must agree in writing to be bound, jointly and severally with the selling Shareholder effecting the Transfer, by the terms and conditions of this Agreement. (f) In the event that any Shareholder receives a Bona Fide Offer from any Person for its Shares, then the selling Shareholder shall first provide the non-selling Shareholders with a copy of the Bona Fide Offer received, upon which the same procedure as contained in Clauses 10.4(a) to (e) above must be carried out.

Right of First Notice. After Lock-Up Period"). (a) IfSo long as the Lease is in full force and effect and no Event of Default has occurred and is then continuing, after five and so long as Industrial Developments International (5) years from the date of this Agreement Tennessee), L.P. ("After Lock Up PeriodIDI")) is the "Landlord" under this Lease, WillIDI hereby agrees to notify Tenant in writing prior to IDI 's sale, lease or commencement of development of the adjacent site within the Project located to the west of the Building, which site is currently owned by IDI and is designated as the "Building A Site" on the Site Plan. Tenant shall have the right to respond to such notice, within ten (10) calendar days after IDI 's delivery of such notice, by delivering to IDI a proposal for the lease (including an expansion of the Building onto the Building A Site) or purchase of such site by Tenant. Tenant hereby acknowledges that IDI shall be under no obligation whatsoever to accept, entertain, or negotiate or enter into any agreement in respect of, Tenant's proposal. If within such ten (10)-day period, Tenant declines or fails to submit such proposal, or IDI and Tenant do not enter into any binding agreement to the contrary, then IDI shall be entitled to proceed with the sale, lease or development of the Building A Site upon such terms and conditions as IDI may elect in its sole and absolute discretion, and shall no longer be subject to this Special Stipulation 7. Tenant's right to receive notice of the sale, lease or development of the Building A Site is personal to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Metrogas llc (and any assignee pursuant to part (ii) of the first sentence of subsection 29(b) of this Lease) and shall desire to sell become null and void upon the occurrence of an assignment of the Lease (except for an assignment allowed without Landlord's consent under part (ii) of the first sentence of subsection 29(b) of this Lease) or a sublet of all or part of its Shares the Demised Premises (other than in connection with a Public Offering pursuant to part (herein referred to as the "selling Shareholder"), then the selling Shareholder shall first provide the other Shareholders (hereinafter referred to as the "non-selling Shareholders") with written notice ("First Notice"i) of its desire to sell, such notice which shall include a description the first sentence of subsection 29(b) of the number of Shares to be sold, the sale price, and the financial terms of saleLease). (b) The non-selling Shareholders shall, for a period of ninety following transactions shall be excluded from IDI's obligation to provide Tenant with the notice set forth in subsection (90a) days from the date of receipt above: (i) A sale of the First Notice, be entitled Building A Site by foreclosure or transfer in lieu of foreclosure of a deed to exercise the right to purchase the Shares included in the First Notice, and on the same terms therein, by delivering written acceptance to the selling Shareholder. If the more than one non-selling Shareholder wishes to exercise such right to purchase, the Shares included in the First Notice shall be divided among the non-selling Shareholders in accordance with their then-current shareholdingssecure debt loan. (cii) If A sale of the non-selling Shareholders exercise such right of purchase, they shall have an additional period of ninety (90) days after such exercise within which to make payment for, and take title to, such Shares. (d) If the non-selling Shareholders do not exercise such right of purchase within the aforementioned period of ninety (90) days, the selling Shareholder shall, for a period of 180 days be entitled to sell the Shares to any Person, provided that the sale price and financial and other terms are no less favorable than those specified in the First Notice. If no sale is effected during the aforementioned period of 180 days, the selling Shareholder shall be obligated to provide a new First Notice Building A Site to the non-selling Shareholders in the event that the selling Shareholder still wishes appropriate condemning authority pursuant to sell its Shareseminent domain or under threat of eminent domain. (e) Any Person purchasing Shares under this Clause 10.4 must agree in writing to be bound, jointly and severally with the selling Shareholder effecting the Transfer, by the terms and conditions of this Agreement. (f) In the event that any Shareholder receives a Bona Fide Offer from any Person for its Shares, then the selling Shareholder shall first provide the non-selling Shareholders with a copy of the Bona Fide Offer received, upon which the same procedure as contained in Clauses 10.4(a) to (e) above must be carried out.