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. 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 Company, 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 Company 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. To the extent the consideration proposed to be paid by the proposed transferee consists of property other than cash, the reasonable cash equivalent of such property, and the manner of determining the same, shall be stated in such Transfer Notice. Once given, a Transfer Notice may not be modified or amended except with the written consent of the Company. Within the ten (10) day period following the giving of the Transfer Notice (the "Offer Period"), the Company may, by a majority vote of its disinterested directors, elect, by giving written notice of such election to the Selling Shareholder, to purchase all but not less than all of the Offered Stock. If the Company waives in writing the Company's right to exercise, or if the Company fails to timely exercise any purchase option under the provisions of this subsection, then, the Selling Shareholder hereby gives and grants to the other Shareholders the right and option to purchase (one time) the Offered Stock for the Offered Price on a pro rata basis (which right and option must be exercised and consummated within ten (10) days after receipt of notice from the Selling Shareholder). If the Company and the Shareholders do not elect, by notice in writing given to the Selling Shareholder within the Offer Period, to purchase all (but not less than all) of the Offered Stock to which they are entitled, then the Selling Shareholder shall be free to dispose of all of the Offered Stock within ninety (90) days of the end of the Offer Period to the original proposed transferee, at a price not lower than the Offered Price, and upon the terms stipulated in the Transfer Notice in all mate...
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. 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. 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 Kxxxxxxxx Group for so long as Employee is the principal owner of The Kxxxxxxxx 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 Kxxxxxxxx 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. 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) 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.
First Offer. If any Shareholder (a "Selling Shareholder") desires to transfer all or any portion of its or his Shares (the "Offered Shares") to any Person (other than a Permitted Transferee) (a "Third Party Buyer," which term may include another Shareholder), such Selling Shareholder shall first offer (the "First Offer") to sell the Offered Shares to Xxxxxxx and Capital Z (the "Eligible Shareholders"); provided, however, that the Selling Shareholder shall not be obligated to make such an offer (i) in connection with the pledge or other encumbrance of Shares to a bank or other financial institution pursuant to Article 4, or, in the case of Xxxxxxx, in connection with a donation of Shares to a charitable institution pursuant to Section 2.3, (ii) if the Selling Shareholder elects to deliver a Bring-Along Notice (as defined below) pursuant to Section 3.3, or (iii) if the transfer by a Selling Shareholder of Offered Shares would involve (A) the transfer of less than 1% of the Outstanding Common Stock or (B) when aggregated with all transfers pursuant to Section 3.1 by such Selling Shareholder and its Permitted Transferees, the transfer of less than 2.5% of the Outstanding Common Stock.