First Refusal. At any time after the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Date, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an "OFFEROR'S NOTICE"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted within 20 business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer shall be settled within 10 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), sell all, but not less than all, of such portion of the Op...
First Refusal. In the event that TLO desires to enter into a third-party dedicated storage arrangement (a “Storage Contract”) for any storage tank subject to this Agreement and existing on the Commencement Date (a “Subject Tank”), TLO shall provide Tesoro with (i) written notice of its intent to enter into a Storage Contract and the general terms of such transaction and (ii) a thirty (30)-day period (beginning upon Tesoro’s receipt of such written notice) (the “Offer Period”) in which Tesoro may make a good faith offer to enter into a Storage Contract with TLO with respect to such Subject Tank (the “Right of First Refusal”). If Tesoro makes an offer on terms no less favorable to TLO than the third-party offer for a Storage Contract with respect to such Subject Tank during the Offer Period, then TLO shall be obligated to enter into a Storage Contract with Tesoro. If Tesoro does not exercise its Right of First Refusal in the manner set forth above, TLO may, for the next ninety (90) days, proceed with the negotiation of the third-party Storage Contract. If no third-party Storage Contract is consummated during such ninety-day period, then the terms and conditions of this Section 32(g) shall again become effective with respect to such Storage Tank.
First Refusal. (a) If the Grantee desires to sell, assign, transfer or otherwise dispose of all or any of the shares of Issuer Common Stock or other securities acquired by it pursuant to the exercise of the Option, it will give the Issuer written notice of the proposed transaction (the "Offeror's Notice"), ---------------- identifying the proposed transferee, the proposed purchase price and the terms of such proposed transaction. For 10 business days following receipt of such notice, the Issuer shall have the option to elect by written notice to purchase all, but not less than all, of the shares specified in Offeror's Notice at the price and upon the terms set forth in such notice.
First Refusal. At any time after the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Date, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an
First Refusal. At any time after the first occurrence of a Triggering Event and prior to the later of:
First Refusal. 8 Section 7.1 New Product..................................... 8 Section 7.2 Right of First Refusal.......................... 8 8. COMPENSATION..................................................... 8 9. POLICIES......................................................... 9
First Refusal. At any time after the first occurrence of a Purchase Event and prior to the later of (a) the expiration of 24 months following the first purchase of shares of Common Stock upon exercise of the Option and (b) the termination of the right to exercise the Option pursuant to Section 3(c), if FirstMerit desires to sell, assign, transfer, or otherwise dispose of all or any of the shares of Common Stock or other securities purchased by it upon exercise of the Option, FirstMerit shall give CoBancorp written notice of the proposed transaction (an "Offeror's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by FirstMerit to CoBancorp, which may be accepted within 10 business days after receipt of such Offeror's Notice by CoBancorp, to sell such shares or other securities to CoBancorp on the same terms and conditions and at the same price as those set forth in the Offeror's Notice for the proposed transaction. The purchase of any such shares or other securities by CoBancorp shall be settled within 10 business days of the date of the acceptance of the offer by CoBancorp, and the purchase
First Refusal. (a) If prior to October 10, 2001, either Tracinda or Seven (as appropriate in this Article IV, the "Transferring Party"), desires to sell, ------------------ transfer, assign, pledge or otherwise dispose of (a "Transfer"), directly or -------- indirectly, in whole or part, all or any portion of the shares of capital stock of the Company beneficially owned by it, the Transferring Party shall provide the other party (the "Non-Transferring Party") with a written notice (the "First ---------------------- ----- Refusal Notice") (which First Refusal Notice may be sent concurrently with the -------------- Tag-Along Notice which may be required to be sent with respect to such transaction pursuant to Section 3.2 of the Shareholders Agreement) setting forth:
First Refusal. During the first forty-eight (48) months of the Lease Term, provided Tenant is not then in default beyond any applicable grace period, Tenant shall have the right of first refusal an the sale by Landlord of some or all of the Premises to a third party other than an Affiliate of Landlord. During such 48-month period, if Landlord receives an offer to purchase some or all of the premises from a third party other than an Affiliate of Landlord (“Buyer”), which Landlord wishes to accept, Landlord shall first provide Tenant with written notice of the offer, together with a copy of any related purchase contract, agreement of sale, escrow instructions, or other written expression of the offer which shall set forth all material terms of the proposed sale. Tenant shall have fifteen (15) days after Landlord’s notice of the offer in which to elect to purchase the Premises (or portion thereof covered by the offer) on the same terms as the offer by giving Landlord written notice of such election. If Tenant fails to timely elect to exercise its purchase option, then Landlord shall be free to accept the offer and proceed with the sale to the third party. If the sale fails to close, future offers made within the 48-month period shall be subject to Tenant’s right of first refusal. If Tenant exercises its right of first refusal, escrow shall open within ten (10) days of Tenant’s notice exercising its option to purchase and shall close on the same terms arid conditions as the offer. Irrespective of whether the third party offer may impose such requirement upon Landlord, in any sale of all or part of the Premises by Landlord to Tenant pursuant to this right of first refusal, Landlord shall have no obligation to provide Tenant with any environmental audit or report nor with any warranties and representations regarding environmental laws or issues. This right of first refusal shall not apply to or have any effect on any sale, transfer, or encumbrance of all or any part of the Premises by Landlord to an Affiliate. For purposes of this paragraph, an “Affiliate” of Landlord shall mean: any successor to Landlord by merger, consolidation, roll up, acquisition, or dissolution; any or all of Landlord’s, or, if Landlord is an entity, then its partners’; members’, shareholders’, or beneficiaries’, spouse, children, grandchildren, brothers, sisters, parents, nieces, or nephews, or any combination thereof, whether individually or as the partners, members, shareholders or beneficiaries in or...
First Refusal. 11 Section 4.1. First Refusal................................... 11 Section 4.2. Legend.......................................... 14
