Duty of First Offer Sample Clauses

Duty of First Offer. (a) Subject to Section 15.4(b), if any Member (a “DOFO Member”) proposes to Transfer its Membership Interests pursuant to Section 15.2(b) or Section 15.2(c) to a non-Member or non-Affiliate (a “First Offer Transaction”), the DOFO Member will, prior to pursuing any First Offer Transaction, notify the other Members of its intention to pursue a First Offer Transaction (the “First Offer Transaction Notice”). The other Members will have the right, but not the obligation, to submit a proposal to purchase their pro rata share (based on that Member’s Share compared to all other Members’ Share other than the Share of the DOFO Member) or more (i.e., oversubscribe) of the Membership Interests subject to the First Offer Transaction (the “First Offer Proposal”) within twenty days following receipt of the First Offer Transaction Notice. The First Offer Proposal will include the price and other material terms the non-DOFO Member is prepared to offer. If a Member that is entitled to make a First Offer Proposal elects not to do so, those Members that have elected to make a First Offer Proposal may offer to purchase such additional eligible shares on a pro rata basis. The DOFO Member may elect to accept some or all of the First Offer Proposals. If the DOFO Member elects not to accept the First Offer Transaction Proposals (or has Membership Interests subject to the First Offer Transaction remaining that were not purchased in connection with First Offer Proposals), the DOFO Member may enter into a First Offer Transaction with any Person if the terms and conditions of any such Transfer are not any less favorable to the DOFO Member than the terms and conditions set forth in any First Offer Proposal. The First Offer Transaction will be consummated within 180 days following the date of the First Offer Proposals, and if not, any subsequent First Offer Transaction will be subject to the provisions set forth in this Section 15.4(a). Nothing in this Section 15.4(a) will require the DOFO Member to enter into any First Offer Transaction under any circumstances. (b) B&WMR is only required to comply with Section 15.4(a) if, following the proposed Transfer, B&WMR’s Share would be less than 51% (unless the proposed Transfer is in connection with an Initial IPO approved by BNGP under Section 9.12 or otherwise or any subsequent Transfer to public shareholders under a registered offering).
Sample 1
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Duty of First Offer. 8 2.5 Sale of the Company..........................................10
Sample 1
Duty of First Offer. (a) Except for Transfers permitted pursuant to clauses (i), (ii), (iii) and (iv) of the first sentence of Section 2.3 or clauses (i) through (iv) of the second sentence of Section 2.3, if any Preferred Investor Stockholder, Durham Stockholder or Additional Stockholder (a "SELLING STOCKHOLDER") desires to Transfer any Restricted Securities (the "OFFERED SECURITIES"), prior to any Transfer it shall give written notice of the proposed Transfer (the "NOTICE OF INTENTION") to the Company and each of the TWS Stockholders (the "PROSPECTIVE BUYERS"), specifying the type and number of Offered Securities which such Selling Stockholder wishes to Transfer, the proposed purchase price (the "OFFER PRICE") therefor and all other material terms and conditions of the proposed Transfer.
Sample 1
Duty of First Offer. (a) Prior to entering into any contract, agreement, understanding or arrangement with any other person with respect to any New VPL Intellectual Property in the People’s Republic of China, Hong Kong, Macau and Taiwan (the “Territory”) and prior to undertaking any commercialization efforts with respect to any New VPL Intellectual Property in the Territory whether by itself or through an Affiliate, VPL shall deliver a written notice (the “Offer Notice”) to the Company that specifies the New VPL Intellectual Property subject to the offer, the economic terms of such offer and any other terms or conditions necessary due to the uniqueness of the New VPL Intellectual Property, its application or use (the “Key Terms”). The Offer Notice will constitute an irrevocable offer to the Company, for the period of time described below, to enter into an agreement with respect to certain rights to the New VPL Intellectual Property subject to the Offer Notice in the Territory upon the terms and conditions set forth in the Offer Notice. The Offer Notice must be delivered before VPL or an affiliate, licensee or designee seeks any approval from a government agency in the Territory to make and have made, develop, improve, use and sell such New VPL Intellectual Property in the Territory.
Sample 1
Duty of First Offer. (a) Except for Transfers permitted pursuant to clauses (i), (ii), (iii), (v), (vi) or (vii) of Section 2.3(a), if any Shareholder (a “Selling Shareholder”) desires to Transfer any Shares (the “Offered Securities”), prior to any Transfer it shall give written notice of the proposed Transfer (the “Notice of Intention”) to the Company and each of the Investor Shareholders and DG Shareholders, other than the Selling Shareholder, if applicable (such Shareholders, the “Prospective Buyers”), specifying the type and number of Offered Securities which such Selling Shareholder wishes to Transfer, the proposed purchase price (the “Offer Price”) therefor and all other material terms and conditions of the proposed Transfer.
Sample 1
Duty of First Offer. (i) If any Member intends to offer (an "Offer") to any Person other than an Affiliate of such Member all or part of such Member's Membership Interest (which part shall be at least twenty percent (20%) of such Member's initial Membership Interest), such Member (the "Prospective Seller") shall provide the other Members written notice of
Sample 1

Related to Duty of First Offer

  • Right of First Offer In the event that a Party (for the purpose of this Section 8, the “Seller”) should decide that it wishes to sell all or any portion of its Lot (the “Sale Lot”) to an unaffiliated third party, other than in connection with the sale of all or substantially all of the business assets or operations located on such Party’s Lot to the same purchaser of the business assets or operations or an affiliate of such purchaser as is buying the Sale Lot, the non-selling Lot owner (the “Buyer”) shall have the right of first offer (the “Right of First Offer”) with respect to the purchase of the Sale Lot from the Seller before any offer of the Lot is made to third parties. The Right of First Offer shall be exercised in such manner and subject to such terms and conditions as are set forth in this Section 8. A Sale Lot shall not be transferred to an unaffiliated third party without the prior written consent of the Buyer hereto or otherwise in strict compliance with the provisions of this Section 8. For the purposes of this Section 8, the “Purchase Price” shall mean such amount as is designated by the Seller (the “Seller’s Offer”) in a written notice to the Buyer advising the Buyer of its interest in selling the Sale Lot and designating, in addition to Purchase Price, the Sale Lot, proposed closing date, and any other material conditions or restrictions intended to govern the sale of the Sale Lot. If the Buyer wishes to enter into a contract for the purchase of the Sale Lot offered for sale in the Seller’s Offer, the Buyer shall so inform the Seller in writing and the Parties shall negotiate in good faith to execute a contract for the sale and purchase of the Sale Lot within thirty (30) days after the election is received by the Seller. Such contract shall provide for closing of the sale within sixty (60) days of the contract date. If the Buyer does not so notify the Seller in a timely manner of its election to enter into a contract for the purchase of the Sale Lot pursuant to Seller’s Offer, the Seller shall be free to offer the Sale Lot to an unaffiliated third party purchaser, on terms no less favorable to the Seller than those set forth in the Seller’s Offer. If the Seller does not thereafter complete a sale of the Sale Lot within nine (9) months following Buyer’s lack of acceptance of Seller’s offer on terms no less favorable to the Seller than are set forth in the Seller’s Offer, any sale of the Sale Lot or any part thereof shall again be subject to all terms of this Section 8 as though the Sale Lot had not previously been offered to the Buyer. At any time, the Buyer may request in writing and shall be entitled to receive a copy of any contract, closing document or other written instrument pertaining to the sale to any third party by the Seller of a Sale Lot. If the Seller has strictly complied with the terms of this Section 8, at the Seller’s written request in connection with the closing of a sale of a Sale Lot, the Buyer shall affirm in writing to any interested party that the Seller has complied with the terms of this Section 8.

  • Rights of First Offer In the event the Company proposes to offer or sell any additional shares of Common Stock or any security that is convertible into or carries the right to purchase shares of Common Stock to any of the Purchasers or any of their Affiliates, the Company shall offer each Purchaser and its Affiliates the right to subscribe to and purchase an amount of the securities to be so offered or sold corresponding to such Purchaser's Common Stock Percentage, subject to the terms, conditions, limitations and exemptions set forth below. The rights created by this Section 5 shall not apply to (a) the issuance and sale of Employee Shares, provided that the aggregate amount of Employee Shares shall not at any time exceed five percent (5%) of the outstanding Common Stock (on a fully-diluted basis), (b) the issuance of Company Securities to the Venture Investors at the Second Closing in accordance with the Securities Purchase Agreement, (c) the issuance of securities in connection with a Qualifying Initial Public Offering, or (d) the issuance of shares of Class A Common Stock or Class B Common Stock upon conversion of shares of Class B Common Stock or Class A Common Stock, respectively. The price and other terms and conditions upon which each of the Purchasers and their Affiliates may exercise the rights granted to them under this Section 5 shall be as established by the Company in connection with the authorization or approval of the subject offering or sale, which shall be set forth or summarized in a written notice issued to each of the Purchasers not less than thirty (30) days in advance of the date of the proposed offering or sale and which terms and conditions shall be no less favorable to each Purchaser and its Affiliates than those to be offered to all other Purchasers and their Affiliates. Each Purchaser and its Affiliates may exercise the subscription right granted pursuant to this Section 5 during the period of ten (10) days next following receipt of such written notice, such exercise to be signed and documented in such manner as the Company shall reasonably specify.

  • Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

  • Termination of Right of First Offer Subject to the following provisions of this Section C, the rights of Tenant hereunder with respect to the Offering Space shall terminate on the earlier to occur of: (i) Tenant’s failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VII.

  • Right of First Refusal Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve (12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants or other advisors approved by the Board, (iii) issuances to strategic partners or other parties in connection with a commercial relationship, or providing the Company with equipment leases, real property leases or similar transactions approved by the Board (iv) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

  • Violation of First Refusal Right If any Key Holder becomes obligated to sell any Transfer Stock to the Company or any Investor under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such Investor may, at its option, in addition to all other remedies it may have, send to such Key Holder the purchase price for such Transfer Stock as is herein specified and transfer to the name of the Company or such Investor (or request that the Company effect such transfer in the name of an Investor) on the Company’s books any certificates, instruments, or book entry representing the Transfer Stock to be sold.

  • Fees and Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers, agents or other third parties.

  • Right of First Offer to Purchase If Landlord intends to sell the Property during the Lease Term, and provided no Event of Default then exists, Tenant shall have a right of first offer to purchase the Property ("Tenant's Right of First Offer to Purchase") on the terms and conditions at which Landlord proposes to sell the Property to a third party. Landlord shall give Tenant written notice of its intent to sell and shall indicate the terms and conditions (including the sale price) upon which Landlord intends to sell the Property to a third party. Tenant shall thereafter have sixty (60) days to elect in writing to purchase the Property and execute a Purchase and Sale Agreement with respect thereto and shall have an additional fifty (50) days to close on the acquisition of the Property on the terms and conditions set forth in the notice provided by Landlord to Tenant; provided that prior to the execution of a binding purchase and sale agreement, Landlord shall retain the right to elect not to sell the Property. If Tenant does not elect to purchase the Property, then Landlord shall be free to sell the Property to a third party. However, if the price at which Landlord intends to sell the Property to a third party is less than 95% of the price set forth in the notice provided by Landlord to Tenant, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only thirty (30) days thereafter to complete the acquisition at such price, terms and conditions.

  • Exercise of Right of First Offer (i) Upon receipt of the Offering Notice, the Sponsor shall have until the end of the ROFO Notice Period to offer to purchase any or all of the New Equity Securities by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the Sponsor.

  • Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.

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