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"), 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.
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. (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.
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. (i) Except as otherwise provided in this Section 12 and so long as at least twenty-five percent (25%) of the Warrant remains outstanding and in IITRI's possession, before the Company may offer to issue and sell any shares of Common Stock or any securities convertible or exercisable into Common Stock, or other rights to acquire Common Stock (collectively, the "Offered Securities"), the Company is required to first make an offer to IITRI (the "First Offer") in writing and in accordance with Section 15 (the "Offer Notice"), to purchase, at a per share price (the "Offer Price") and on terms chosen by the Company, a percentage of each class or type of the Offered Securities equal to (x) the number of Shares then held by IITRI plus the number of shares of Common Stock underlying any outstanding and unexpired portion of the Warrant then held by IITRI, divided by (y) the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, warrants and rights and the conversion into Common Stock of all convertible securities) (such percentage shall hereinafter be referred to as the "IITRI Share").
First Offer. (i) Except as otherwise provided in this Section 12 and so long as at least twenty-five percent (25%) of the Warrant remains outstanding, before the Company may offer to issue and sell any shares of Common Stock or any securities convertible or exercisable into Common Stock, or other rights to acquire Common Stock (collectively, the "Offered Securities"), the Company is required to first make an offer to Holder (the "First Offer") in writing and in accordance with Section 15 (the "Offer Notice"), to purchase, at a per share price (the "Offer Price") and on terms chosen by the Company, a percentage of each class or type of the Offered Securities equal to (x) the number of Shares then held by Holder plus the number of shares of Common Stock underlying any outstanding and unexpired portion of the Warrant then held by Holder, divided by (y) the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, warrants and rights and the conversion into Common Stock of all convertible securities) (such percentage shall hereinafter be referred to as the "Holder Share").
First Offer. Seller hereby grants to Buyer a right of first offer to purchase from Seller the undeveloped parcels of real property (each a "ROFO Parcel") adjoining the Projects identified on Schedule S-12.1 hereof which Seller proposes to resell after the Agreement Date and before the first to occur (the "First Offer Term") of (a) five (5) years after the Closing Date, (b) completion of construction thereon of a building or buildings suitable for occupancy or (c) the sale by the Buyer of all or substantially all of the Project to which the ROFO Parcel is related; it being understood and agreed that the right of first offer hereunder will terminate with respect to all or any portion of a ROFO Parcel for which no Resale Offer (as hereinafter defined) is in effect as of the expiration of the First Offer Term. Before Seller offers, or enters into any agreement, to sell any ROFO Parcel, Seller will first deliver to Buyer written notice of Seller's intention (a "ROFO Offer"), the identity of the purchaser and the price (the "Offer Price") and terms at and upon which Seller proposes to sell the ROFO Parcel, and Buyer will have a period of twenty (20) days after receipt thereof (the "Offer Period") within which to deliver to Seller written notice (a "Purchase Notice") of Buyer's agreement to purchase the ROFO Parcel from Seller in accordance with the terms and conditions set forth in the Resale Offer, for a cash purchase price equal to the Offer Price. If Buyer fails timely to deliver a Purchase Notice, or waives its right to purchase, within the Offer Period, Seller may sell the ROFO Parcel at any time within a period (the "Sale Period") of six (6) months after expiration of the Offer Period at a price and upon terms no more favorable to the purchaser than those set forth in the ROFO Offer. If, at any time and from time to time within the Sale Period, Seller proposes to sell the ROFO Parcel at a price or upon terms more favorable to the purchaser than those set forth in the ROFO Offer, Seller will deliver notice to Buyer of such price and terms and Buyer will have a period of fifteen (15) days after receipt of such notice within which to submit to Seller a Purchase Notice as set forth above; and if Seller has not sold the ROFO Parcel within the Sale Period, Buyer's right of first offer herein set forth will be reinstated and remain in full force and effect for the remainder of the First Offer Term as if Seller had not theretofore made an original ROFO Offer to Buyer.
First Offer. Employee acknowledges and agrees that a material inducement to Employer to enter into the New Employment 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 Xxxxxxxxx Group for so long as Employee is the principal owner of The Xxxxxxxxx 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 Xxxxxxxxx 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 9 shall commence on the Effective Date and shall continue while the New Employment Agreement is in effect.
First Offer. Tenant shall have a "Right of First Offer" if Landlord elects to market or sell the Premises to an unrelated third party. In such event, Landlord shall provide Tenant with a notice in writing of its intention to sell, setting forth the terms under which Landlord is prepared to sell the Premises. Tenant shall have 30 days to notify Landlord in writing whether it wishes to purchase the Premises on the proposed terms. If Landlord's notice states that its affiliate also intends to sell the Earl Davie Building property also leased by Tenant, Tenant will be rxxxxxxx xx purchase both unless Landlord and its affiliate specifically provides a single building alternative. If Tenant notifies Landlord that it wishes to purchase the applicable property (the "Sale Property") on the terms and conditions stated in Landlord's notice, the parties will negotiate in good faith for 30 days to reach agreement on a purchase and sale agreement. In the event that Tenant does not notify Landlord of its intent to purchase the Sale Property or the parties are unable to reach an agreement on a purchase and sale agreement within the prescribed time frames, Landlord shall be free to sell the Sale Property to any third party on such terms and conditions that Landlord finds acceptable. If Landlord does not transfer ownership of the Sale Property within 18 months of its original notice to Tenant, Tenant's Right of First Offer shall be reinstated. If Landlord does transfer ownership within 18 months of its original notice to Tenant to any unrelated third party, Tenant's Right of First Offer shall automatically terminate and be of no further force or effect for that or any subsequent sale of any property demised by this Lease or the Earl Davie Building Lease. All of Tenant's rights under this Section xxx xxxxxnal to Tenant and may not be assigned, pledged or transferred to any third party. Notwithstanding the foregoing, such rights may be assigned or transferred to Tenant's Affiliate (Section 13.2). Tenant also agrees that its rights provided for in this Section shall not apply (a) so long as any Event of Default exists hereunder at the time Landlord's notice was otherwise required to be given to Tenant, in which event Landlord may proceed to negotiate and consummate a sale free of such right, (b) to any lease, mortgage or encumbrance of the Premises or other transfer of less than fee simple title thereto or any portion thereof, (c) to any transfer of any kind of any portion or all of the me...
First Offer. First Offer" has the meaning set forth in Section 4.1(a) of this Agreement.
