First Offer Clause Samples

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 9 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 Corporation, 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 Corporation 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 Corporation (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 Corporation and the Investors (or their Permitted Transferees) holding at least two thirds of the Shares. Within the twenty (20) day period following the giving of the Transfer Notice (the "First Offer Period"), the Corporation may elect, by giving written notice of such election to the Selling Shareholder to purchase all but not less than all of the Offered Stock. 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. (a) If Tenant wishes to assign this Lease or sublet all or any part of the Premises (except as set out in Article 11.01(a) or 11.02(a)) to a named third party, Tenant shall first offer in writing to assign or sublet (as the case may be) to Landlord. Such first offer shall contain the terms of Tenant’s proposed assignment or subletting.Any such first offer shall be deemed to be rejected unless within thirty (30) days of receipt thereof Landlord delivers written notice of acceptance to Tenant. (b) If Landlord accepts Tenant’s offer, Tenant shall assign this Lease to Landlord or sublet the proposed space to Landlord without cost, such assignment or subletting to be effective on the date and for the periods of time set forth in Tenant’s notice, provided the effective date shall not be sooner than forty–five (45) days after the giving of Tenant’s offer. (c) Any sublease to Landlord will be on the same terms and conditions as provided in this Lease except that (i) Rent shall be the Rent (on a square-foot basis) provided in this Lease, or the rent Tenant’s proposed sublessee would have paid, whichever is less, (ii) Landlord may assign the sublease or further sublet all or any part of the space without Tenant’s consent, and (iii) Landlord may make changes, additions, alterations or improvements (structural or otherwise) to the space provided that Landlord shall be required to restore the space to its condition immediately prior to the commencement of the sublease to the same extent as Tenant’s proposed sublessee would have been required to do so.

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. (a) SBC acknowledges and agrees that, in the event it shall, at any time during the period beginning on the Adjustment Date and ending on the date of termination of the SBC Warburg EPI Agreement, desire, other than in connection with the Initial Public Offering, to Sell Class B Shares acquired pursuant to this Agreement, SBC shall first offer to sell any such Class B Shares or Options in respect thereof to PSC for a price, including an amount equal to the fair market value of any consideration not paid in cash, and upon terms, specified in writing by SBC and delivered to PSC (each such offer, a "First Offer"), provided that SBC shall not be required to deliver a First Offer to PSC in respect of Class B Shares being Sold by SBC in any widely-disbursed offering or in any transaction that complies with Rule 144 (or any successor thereto) under the Securities Act, or in respect of up to 200,000 Class B Shares which may be Sold to employees of SBC or its Affiliates. (b) fair market value of any consideration not paid in cash, and upon the terms contained in such First Offer. The notice of acceptance by PSC shall specify a date for the closing of the purchase, which shall be not more than twenty (20) days after the date of such notice. At such closing, PSC will deliver the purchase price specified in Section 4.4(a) to SBC in immediately available funds against receipt by PSC from SBC of one (1) or more certificates representing the Class B Shares described herein or the cancellation of Options in respect thereof, which Class B Shares or Options in respect thereof shall be free of any Encumbrances attributable to any action taken by SBC or any of its Affiliates. (c) In the event PSC rejects or does not accept a First Offer within twenty (20) days of its receipt, SBC shall be entitled to offer the Class B Shares referred to in the First Offer to third parties for a price and upon other terms and conditions at least as favorable to SBC as those set forth in the First Offer. (d) If any third party shall accept an offer by SBC's complying with the requirements of Section 4.4(c), then PSC's right to purchase or otherwise acquire the Class B Shares subject to such offer or Options in respect thereof shall be terminated; provided that in the event such acceptance does not result in a sale or acquisition of such Class B Shares within three (3) months of the rejection or non-acceptance of the First Offer by PSC, then SBC shall not Sell such Class B Shares to any third par...

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.