First Offer Notice. If a Shareholder (the "Selling Shareholder") desires to transfer any shares of Common Stock or Warrants other than (i) to a Related Transferee, (ii) as a Tag-Along Shareholder (as hereinafter defined) or (iii) as a Drag-Along Shareholder, such Selling Shareholder shall, prior to soliciting a BONA fide written offer from an independent third-party (the "Third-Party Offer"), deliver a written notice (the "First Offer Notice") offering to sell the Common Stock or Warrants proposed to be sold ("Offered Securities") to the remaining Shareholders (the "Offeree Shareholders") or to the Company. The First Offer Notice shall state (i) that the Selling Shareholder desires to sell the Offered Securities and (ii) the purchase price per share and other material terms on which and the material conditions subject to which the Offered Securities are offered.
First Offer Notice. Prior to the first time during the First Offer Period that Landlord intends to submit to a third party a Third Party Proposal with respect to any applicable ROFO Space, and provided no holder of any ROFO Space Superior Rights with respect to such applicable ROFO Space desires to lease such applicable ROFO Space, Landlord shall give Tenant written notice (the “First Offer Notice”) that such applicable ROFO Space identified in such Third Party Proposal is then available for lease by Tenant upon either the Early Offer Terms or the Post-24 Month Offer Term, as the case may be (such applicable terms referred to herein as the “ROFO Terms”). On or before the date which is ten (10) business days after Tenant’s receipt of the Landlord’s First Offer Notice (the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall have the right to elect either to:
First Offer Notice. The Offer Notice shall specify (i) the securities proposed to be sold (the “Offer Securities”), (ii) the price at which they are offered, and (iii) any other material terms of the proposed offer.
First Offer Notice. Each time the Company proposes to offer any New Securities for sale, the Company shall give a notice ("FIRST OFFER NOTICE") to each such Investor and each such Founder stating (i) its bona fide intention to offer such securities, (ii) the total number of such securities to be offered, (iii) the number of securities to be offered to such Investor or Founder pursuant to this Section 5 (i.e., such Investor's or Founder's Pro Rata Share of such securities), and (iv) the price and terms, if any, upon which it proposes to offer such securities.
First Offer Notice. Owner shall give Avalara notice (a “First Offer Notice”) at such time as a First Offer Space will or has become available to third parties (as such availability is determined by Owner) pursuant to the terms of Avalara’s Right of First Offer, as set forth in this Agreement. A First Offer Notice may be conditioned on the failure of a holder of Superior Rights to lease all or any portion of the First Offer Space identified in such First Offer Notice. The First Offer Notice shall set forth the material economic terms upon which Owner would be prepared to lease such First Offer Space to Avalara for the remainder of the Term (the “Economic Terms”), including, without limitation (a) the anticipated date upon which possession of such First Offer Space will be available (the “Anticipated Delivery Date”), (b) the tenant improvements, if any, Owner proposes to install, and/or tenant improvements allowance Owner proposes to pay, if any, for such First Offer Space, if any, (c) a good faith proposal of the First Offer Rent (as defined below) for such First Offer Space, and (d) any other material economic conditions or provisions relating to the leasing of such First Offer Space that vary from the provisions of this Agreement. The term of the lease for the First Offer Space shall terminate on the date provided for such termination in the First Offer Notice.
First Offer Notice. If any Stockholder, other than JPS International, LLC and its Affiliates, receives a bona fide offer to Transfer any Equity of the Company such Stockholder holds or such Stockholder intends to make a bona fide offer (the “Bona Fide Offer”) for the Transfer of such Equity (the “Transfer Securities”), such Stockholder (a “Transferring Stockholder”) shall give the other Stockholders, prior to accepting the Bona Fide Offer or making such a Bona Fide Offer to a third party (which may include Parent or any of the other Stockholders) (a “Transferee”), written notice (the “Transfer Notice”) of the terms, in reasonable detail, of the Bona Fide Offer, including the price of such Bona Fide Offer (the “Offered Price”) and the identity of any Transferee from whom Transferring Stockholder has received an offer to purchase the Transfer Securities or to whom Transferring Stockholder proposes to sell the Transfer Securities. Upon the request of any Stockholder, Transferring Stockholder will promptly furnish to the remaining stockholders (collectively the “Remaining Stockholders” and individually, a “Remaining Stockholder”) such other information related to the terms of the proposed Transfer as may be reasonably requested.
First Offer Notice. When Landlord determines that: (a) a First Offer Space shall become available for lease to third parties upon the expiration of the then existing lease (including all related Expansion Options and Extension Rights for such space and any lease extensions granted by Landlord to the tenant thereof), and (b) all other then existing tenants of the Building with Expansion Options elect not to exercise such rights as permitted by their leases, Landlord shall give Tenant written notice (the “First Offer Notice”) of such availability and the date the existing tenant or occupant is expected to vacate any First Offer Space and such other information as is required by Subsection 19.2.3 hereof; provided, however, Tenant acknowledges that the availability of any such First Offer Space shall be subject to the condition that the then existing tenant or occupant of such First Offer Space vacates such First Offer Space. Landlord agrees to use commercially reasonable efforts to obtain possession of such First Offer Space following the end of the term of any lease of such First Offer Space.
First Offer Notice. 3.1.1 Each of the SCS Stockholders (the “Offering SCS Stockholder”) hereby agrees that during the Term, should he desire to sell any SCS Ownership Interest owned by him (the “ROFO SCS Ownership Interests”), he shall not enter into any discussions, negotiations or agreement with any third party for the purchase and/or sale of any ROFO SCS Ownership Interests without first offering RCAR the right to purchase such ROFO SCS Ownership Interests, by delivering to RCAR written notice thereof (the “ROFO SCS Ownership Interests Notice”), which ROFO SCS Ownership Interests Notice shall set forth the material business terms of such proposal including, without limitation, such Offering SCS Stockholder’s proposed sales price, payment method, number of ROFO SCS Ownership Interests and other principal terms. RCAR shall have the option to purchase the ROFO SCS Ownership Interests, which RCAR shall exercise by delivering irrevocable notice to the Offering SCS Stockholder, (the “ROFO Acceptance Notice”) or a counter proposal (the “ROFO Counter Proposal”), within ten (10) Business Days of the giving of the ROFO SCS Ownership Interests Notice, which ROFO Counter Proposal shall set forth RCAR’s counter proposals to the operative terms and conditions set forth in the ROFO SCS Ownership Interests Notice on which RCAR would be willing to purchase he ROFO SCS Ownership Interests.
First Offer Notice. If Landlord subdivides the Real Estate and the Leased Premises becomes a separate parcel of real property and Landlord decides that the Leased Premises is available for sale to third parties and before Landlord accepts an offer to purchase the Leased Premises, Landlord shall give Tenant Notice (the “First Offer Notice”) of such availability and such other information as is required by Section 18.02.
First Offer Notice. At any time after the Effective Date, except as provided in Sections 8.1.2, 8.2.1, 8.2.2 and 8.3.4(c), if either CPI or Prudential desires to sell or transfer, directly or indirectly, all, and not less than all, of its Member Interest in the Company (including, without limitation, all of its Member Development Percentage and Member Property Percentage it being agreed that partial transactions are not permitted except as provided in this
