First Offer Right. (a) In addition to Transfers pursuant to Article 5, Article 7, or a Public Sale, any Other Stockholder may Transfer an interest in Common Stock by complying with this Section 4.2. At least 45 days prior to making any Transfer by any Other Stockholder of any Common Stock pursuant to a bona fide offer from an Independent Third Party (other than Pursuant to Article 5 and Article 7 or a Public Sale), the transferring Other Stockholder (the "TRANSFERRING STOCKHOLDER") will deliver a written notice (the "OFFER NOTICE") to the Stockholders and to the Company. The Offer Notice will disclose the proposed number of shares of Common Stock (the "SUBJECT SHARES") to be transferred, identity of the proposed purchasers, and, in reasonable detail, the proposed terms and conditions of the Transfer. First, Onex may elect to purchase all (but not less than all) of the Common Stock specified in the Offer Notice at the price in cash and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event within 20 days after the delivery of the Offer Notice. If Onex has not elected to purchase all of the Subject Shares within such 20-day period, the Company may elect to purchase all (but not less than all) of the Subject Shares at the price in cash and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practicable, but in any event within 30 days after delivery of the Offer Notice. If neither Onex nor the Company has elected to purchase all of the Subject Shares within such 30-day period, the Stockholders other than Onex and the Transferring Stockholder (collectively, the "FIRST OFFER STOCKHOLDERS") may elect to purchase all (but not less than all) of the Subject Shares at the price in cash and on the terms specified therein, on a pro rata basis determined by the number of shares of Common Stock then held by the First Offer Stockholders electing to make such purchase, by delivering written notice of such election to the Transferring Stockholder as soon as practicable, but in any event within 45 days after delivery of the Offer Notice; provided that if less than all of the First Offer Stockholders elect to make such purchase, the remaining Subject Shares shall be reoffered to those Stockholders who have elected to make such purchase until an election to purchase all of the Subject Shares has been made. If Onex, the Company or the Fir...
First Offer Right. At least 30 days prior to making any Transfer ----------------- of any Shareholder Shares (other than a Public Sale or a Transfer permitted under paragraph 3(c) below), the transferring Shareholder (the "Transferring Shareholder") shall deliver a written notice (an "Offer Notice") to the Company. The Offer Notice shall disclose in reasonable detail the proposed number of Shareholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known). The Company may elect to purchase all (but not less than all) of the Shareholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Shareholder as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has elected to purchase Shareholder Shares from the Transferring Shareholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Shareholder, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company has not elected to purchase all of the Shareholder Shares being offered, the Transferring Shareholder may, within 90 days after the expiration of the Election Period, transfer such Shareholder Shares to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company in the Offer Notice. Any Shareholder Shares not transferred within such 90-day period shall be reoffered to the Company under this paragraph 3(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Shareholder Shares may be pledged.
First Offer Right. As long as this Lease is in full force and effect, without material default by Tenant, Landlord agrees that prior to renting any space on the remainder of the Sixth Floor of the Building (the “First Offer Space”) to a third party, Landlord will inform Tenant in writing that it has a prospective third party tenant for the First Offer Space. On or before ten (10) business days after the date of such written notice, Tenant will have the right (the “First Offer Right”) to send Landlord a notice stating that Tenant elects to rent all, but not less than all, of the First Offer Space. It is the intention of the parties that after the exercise by Tenant of the First Offer Right there shall remain at least five (5) years on the Term of the Lease. Accordingly, Tenant’s exercise of the First Offer Right shall be conditioned either upon its exercise of the renewal right contained in this Lease or upon its entering into a Lease Amendment extending the Term of the Lease for at least five (5) years. If the time of the exercise of such right is within one year of the three (3) year anniversary of the Rent Commencement Date, Tenant’s exercise of such right shall be conditioned upon Tenant’s express waiver of its Termination Right set forth in §31.19 below. Tenant=s notice electing to rent the First Offer Space must be postmarked within the ten (10) business day period and sent by Registered or Certified Mail, Return Receipt Requested, time being of the essence. If Tenant does not timely exercise the First Offer Right, Landlord will be thereafter free to rent the First Offer Space to another tenant or tenants. In the event Tenant exercises the First Offer Right, then on the earlier of the date of Substantial Completion of Improvements to the First Offer Space, or the date Tenant takes occupancy of the First Offer Space, the Lease shall be deemed amended to include the First Offer Space as part of the Premises at a rental rate equal to the then applicable Basic Rent due hereunder, and Tenant’s Proportionate Share as defined in this Lease shall be adjusted by reason of the addition of such First Offer Space. The work to integrate the First Offer Space into the Premises shall be performed by Tenant for which Tenant will receive an improvement allowance from Landlord determined by pro-rating the amount originally expended per square foot for Landlord’s Work pursuant to Exhibit C over the remaining Term of the Lease.
First Offer Right. (a) If any Member (the "Transferor") wishes to make a Non-Exempt Transfer of Interests, then, at least 25 Business Days before making any such Non-Exempt Transfer (the "First Offer Election Period"), the Transferor will deliver a written notice (the "First Offer Notice") to the Company and to all Voting Members (the "Offerees").
First Offer Right ii) If, at any time any Purchaser (an "Offeror") wishes to make a transfer of Warrants in compliance with Section 14(b)(ii) above (other than to a Person who is simultaneously therewith purchasing Loans from such Offeror and agrees to be bound by the provisions of this Section 14(d)), then, at least ten (10) Business Days before making any such transfer (the "Offer Election Period"), the Offeror will deliver a written notice (the "Offer Notice") to the Company. The Offer Notice will specify the proposed number of Warrants to be the subject of such transfer (the "Offered Warrants") and disclose in reasonable detail the proposed terms and conditions of the transfer.
First Offer Right. 27.1 Landlord shall not (a) sell, transfer, assign or otherwise dispose of any partial interest in the Property or any part thereof to an unrelated third party, or (b) sell, transfer, assign or otherwise dispose of its interest in the Property to an unrelated third party until at least fifteen (15) days after it has given Tenant written notice (the “Landlord’s Notice”) as herein provided of its intention to dispose of the Property. The Landlord’s Notice shall describe in reasonable detail Landlord’s determination of the Fair Market Value of the Property at which Landlord intends to sell the Property (including, if the proposed consideration for such disposition is property other than cash, the Fair Market Value of such property, in Landlord’s opinion, as of the date of the notice), and the other terms of such proposed disposition. Tenant shall have and is hereby granted the first right and option (“First Offer Right”) to purchase the Property in the manner, at the price and on the terms provided in the Landlord’s Notice. During the Term and except as required by the terms of the First Mortgage, Landlord shall not transfer, sell or convey all or any portion of the Property.
First Offer Right. Subject to the provisions of this Paragraph 6, throughout the New Term (but not during the final two (2) years of the New Term, unless the Lease term has been further extended in writing), Tenant shall have a continuing right of first offer (the “First Offer Right”) to lease space in Building 3 or Building 8 that becomes “available for lease,” as defined below (each a “First Offer Space”). The First Offer Space shall not be deemed “available for lease” if the tenant under an expiring lease of the First Offer Space desires to renew or extend its lease, whether pursuant to a renewal option or a new arrangement with Landlord, or if any tenant of the Building exercises an option or right of first offer to lease such space, which option or right of first offer existed as of the date of this Lease. Upon Landlord obtaining knowledge that a First Offer Space will be available for lease, Landlord shall send Tenant a written notice (the “First Offer Notice”) which identifies the First Offer Space (including the rentable square footage thereof), sets forth Landlord’s good faith determination of the Prevailing Market rate (as defined in Paragraph 5.e. above) for the First Offer Space and, if Prevailing Market terms include a tenant improvement allowance or other leasing concessions, Landlord’s good faith determination of such allowance and other leasing concessions.
First Offer Right. (a) If any Member desires to Transfer (a "Selling Member") any of or all its Units, Operating Company Shares or Convertible Securities to any third party, whether or not such third party has been identified (the "Proposed Sale"), other than (i) to a Permitted Transferee, (ii) pursuant to the Registration Rights Agreement, (iii) pursuant to Rule 144, or (iv) pursuant to Section 9.4, Section 9.5 or Section 9.6, the Selling Member first shall give a notice (the "First Offer Notice") of such desire to the Company and each other Member. The First Offer Notice shall specify (A) the number of Units, Operating Company Shares or Convertible Securities, as the case may be, proposed to be sold (the "Offered Securities"), (B) the consideration to be paid for each Offered Security (expressed on a per Operating Company Share basis) (the "Offer Price"), (C) the identity of the prospective transferee(s) (if any), and (D) the other terms and conditions of the Proposed Sale. Each other Member shall have the right to purchase its Proportionate Interest of the Offered Securities at the Offer Price and on the other terms and conditions of the Proposed Sale specified in the First Offer Notice by giving notice (the "Acceptance Notice") to the Selling Member within ten days after receipt of the First Offer Notice. Any Member that elects to purchase its Proportionate Interest also may indicate in its Acceptance Notice, if it so elects, its desire to purchase a portion of the Offered Securities in excess of its Proportionate Interest, stating the maximum dollar amount of such excess (the "Excess Amount"). If one or more Members decline to participate in such purchase or elect to purchase less than such Member's Proportionate Interest, then the pro rata participations or the balance of such participations of such Members shall automatically be deemed to be accepted by any Member which sets forth an Excess Amount in its Acceptance Notice in an amount not greater than such Excess Amount, such acceptance to be allocated among such Members in proportion to their respective Proportionate Interests and, if the portion of the Offered Securities allocable to any accepting Member exceeds its Excess Amount, such excess shall be allocated among the remaining Members electing to purchase an Excess Amount in proportion to their respective Proportionate Interests, and such procedure shall be employed until the entire Excess Amount of Member electing to purchase an Excess Amount has been satisfied...
First Offer Right. At least 7 or 14 calendar days prior to making any Transfer, of any Shares or securities, as applicable, the Selling Party shall deliver a written notice (an "Offer Notice") to the Company and the Investor. The Offer Notice shall disclose in reasonable detail the proposed number of Shares or securities to be transferred, the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known). The Investor may elect to purchase a portion of such Shares or securities, at the price to be paid to the Selling Party and on the terms proposed in the Offer Notice, equal to the greater of (i) 35% of the number of Shares offered for sale by the Selling Party or (ii) an amount determined by multiplying (x) the number of Shares or securities offered for sale by the Selling Party by (y) the Investor's then percentage ownership of Shares of the Company, by delivering written notice of such election to the Selling Party as soon as practical but in any event during the Election Period. In determining the Investor's percentage ownership, it shall be assumed that the Investor has purchased 500,000 Shares under Paragraphs 1(a), (b) and/or (d), has exercised the Option for 1,000,000 Shares under Paragraphs 1(c) and/or (d) and has converted the Note for 666,667 Shares. If the Investor has elected to purchase Shares and securities from the Selling Party, the transfer of such Shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Selling Party, but in any event within 15 days after the expiration of the Election Period. At the time of transfer, the Selling Party shall deliver to the Investor certificates representing such Shares in proper form for the transfer and the Investor shall deliver the purchase price in accordance with the terms set forth in the Offer Notice, including any notes for a Selling Party financed purchase.
First Offer Right. If, at any time after the Closing, Acquisition Company or the Foundation (each a "Selling Holder") proposes to Transfer shares of Common Stock or Warrants to any Person other than the Company or a Wholly Owned Subsidiary (other than to a Permitted Transferee, or pursuant to the Common Put, the Call, a Tag-along Right, a Warrant Tag-along Right or a Special Foundation Transfer Without Consideration), then such Selling Holder will, not fewer than forty-five (45) days prior to making such Transfer, give notice (the "Transfer Notice") to the Company (and the Company shall promptly provide notice to the other Stockholders) specifying (i) the number of shares of Common Stock or Warrants proposed to be Transferred (the "Offered Securities"), and (ii) the price (the "Offered Price") and the other terms and conditions upon which such Selling Holder proposes to Transfer such Offered Securities. After receipt of a Transfer Notice by the other Stockholders, the Selling Holder shall in a timely manner provide any other Stockholder with any written information regarding the proposed Transfer as reasonably requested by such Stockholder.
