First Offer Rights. Subject to Sections 4(c) and 4(d), at least 45 days prior to any Transfer of Stockholder Shares by any Executive, or any of their Permitted Transferees (other than pursuant to an Approved Sale), the Person making such Transfer (the "Offering Stockholder") shall deliver a written notice (the "Transfer Notice") to the Company and to the Investors (the "Investor Offeree(s)"), specifying in reasonable detail the number and class of Stockholder Shares proposed to be transferred, the proposed purchase price (which shall be payable solely in cash) and the other terms and conditions of the Transfer. The Company may elect to purchase all or any (but not, together with the Investor Offeree(s), less than all) of the Stockholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such election to the Offering Stockholder within 30 days after the Transfer Notice has been delivered to the Company. If the Company has not elected to purchase all of the Stockholder Shares to be transferred, the Investor Offeree(s) (or their designees) may elect to purchase all (but not, in the aggregate, less than all) of the Stockholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such election to the Offering Stockholder within 20 days after the Transfer Notice has been given to the Investor Offeree(s) (the "Investor Option Period"); provided, that if both Investor Offerees make such election, such Stockholder Shares shall be allocated among the Investor Offerees on a pro rata basis in accordance with the relative number of Stockholder Shares held by such Investor Offerees. If neither the Company nor the Investor Offeree(s) (or their designees) elects to purchase all, in the aggregate, of the Stockholder Shares specified in the Transfer Notice, then the Offering Stockholder may transfer the Stockholder Shares specified in the Transfer Notice to the designated transferee at a price and on terms no more favorable to the transferee(s) thereof than specified in the Transfer Notice during the 60-day period immediately following the expiration of the Investor Option Period. Any Stockholder Shares not transferred within such 60-day period will be subject to the provisions of this Section 4(b) upon subsequent Transfer.
First Offer Rights. If a Shareholder shall desire to Transfer any Capital Stock held by such Shareholder (the "Selling Shareholder"), then such Selling Shareholder shall first offer such Capital Stock (the "Offered Stock") to the Company and then to the Eligible Offeree Shareholders (as hereinafter defined) in accordance with the provisions hereof.
First Offer Rights. In the event that Holding Company determines ------------------ to launch a satellite with the following frequencies: Ku BSS frequencies (11.7 - 12.5 Ghz in Region 1, 12.2 - 12.7 Ghz in Region 2 and 11.7 - 12.2 Ghz in Region 3) (the "BSS Band") into any of the following orbital slots as such -------- orbital slots may be modified in the FCC authorization process, the ITU registration process, or in the course of frequency coordination with other systems: East Longitude: 36 degrees, 40 degrees, 48 degrees, 54 degrees, 101 degrees, 124.5 degrees, 132 degrees, 149 degrees, 164 degrees and 173 degrees; and West Longitude: 49 degree and 67 degree (the "BSS Satellites"), the Company -------------- shall give HE or its designated Subsidiaries (referred to herein as the "HE Designee") notice of such determination and the HE Designee shall have the opportunity (the "First Opportunity") to enter into a full life service ----------------- agreement with respect to some or all, but not less than half of the available capacity in the BSS Band on the applicable BSS Satellite, of the BSS transponders (the "BSS Transponders") ---------------- on the first BSS Satellite that the Company intends to place into each such slot on terms and conditions to be negotiated in good faith and consistent with normal business practice. The negotiation period with respect to capacity on each such BSS Satellite shall be for three months (the "Negotiation Period"). ------------------ The Negotiation Period may be initiated by either party on notice to the other at any time within the time period set forth below. Applied separately to each BSS Satellite, the Negotiation Period shall begin on the date on which the Company notifies the HE Designee of a firm commitment to construct a BSS Satellite; and shall commence not more than thirty months prior to the proposed launch of the BSS Satellite and end not later than fifteen (15) months prior to the date that the BSS Satellite is scheduled to be launched. If negotiations are not initiated by either party by such date or successfully concluded with a binding service agreement within the Negotiation Period, unless HE has given Company a final offer (as defined below), neither party shall have any further obligation pursuant to this Section 3(e), with respect to the BSS Satellite in question. The conclusion or failure to conclude such an agreement as to one orbital slot shall not, however, affect the parties' rights and obligations hereunder as to...
First Offer Rights. In the event that any Member (such Member, an "Offering Member") shall determine to offer to sell or to sell, prior to the settlement date of the first Underwritten Public Offering after the date hereof, for cash pursuant to Section 13.1(b)(vi) LLC Units owned by such Offering Member (the "First Offer LLC Units"):
First Offer Rights. In the event that a Stockholder or any Person who acquires any Equity Securities from a Stockholder in accordance with Section 3.2 (a “Transferor”), desires to Transfer Equity Securities now or hereafter held or acquired by such Transferor, other than Transfers permitted under Section 3.2 above, the Transferor may effect such Transfer without restriction hereunder, provided that the Transferor first makes the offer(s) required by this Section 3.3 and such offer(s) are not accepted as provided in this Section 3.3.
First Offer Rights. 65 13.4. Take-Along Rights..........................................67 13.5. Members' Rights to Purchase Additional LLC Units...........70 13.6.
First Offer Rights. Except as otherwise permitted under Section 2.2 of this Agreement, and except for Rule 144 Sales and sales of shares in public offerings pursuant to this Agreement, a Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with the provisions of this Section 2.3.
First Offer Rights. (i) Subject to Section 3(c) below, prior to any proposed Transfer of Common Units by any Common Partner (other than (i) a Transfer to a Permitted Transferee of such Common Partner or (ii) a Transfer by an ABRY-Affiliated Partner), the Partner proposing to make such a Transfer (the “Offering Partner”) shall deliver a written notice (the “Transfer Notice”) to each Other Partner holding Class A Common Units (the “Eligible Purchasers”) specifying in reasonable detail the number (and type) of Partner Interests proposed to be Transferred (the “Specified Securities”).
First Offer Rights. With respect to any Transfer of Stockholder Shares by any holders of Stockholder Shares other than the DLJ Stockholders: if any Stockholder (the "Offering Stockholder") proposes to transfer any of the Stockholder Shares owned by such Stockholder, then the Offering Stockholder shall deliver a notice (the "Offer Notice") to the Company, the DLJ Stockholders and the other Continuing Stockholders setting forth in reasonable detail the number and class of such Stockholder Shares such Offering Stockholder proposes to transfer (the "Offered Shares") and the proposed terms and conditions of the Transfer, which shall be in the form of a sale of Offered Shares solely for cash (payable at closing or in specified installments). The Company may elect to purchase any or all of the Stockholder Shares owned by Offering Stockholder specified in the Offer Notice, at the price and on the terms specified therein, by delivering written notice of such election to the Offering Stockholder, the DLJ Stockholders and the Continuing Stockholders as soon as practicable but in any event within 15 days after the delivery of the Offer Notice. If the Company does not elect to purchase all of the Offered Shares within such 15- day period, the DLJ Stockholders may elect to purchase any or all of the remaining Offered Shares at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Company, the Offering Stockholder and the other Continuing Stockholders as soon as practicable but in any event within 25 days after delivery of the Offer Notice. If neither the Company nor the DLJ Stockholders elect to purchase in the aggregate all of the Offered Shares within such 25-day period, each Continuing Stockholder may elect to purchase its Pro Rata Share (as defined below) of the remaining Offered Shares at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Company, the Offering Stockholder, the DLJ Stockholders and the other Continuing Stockholders as soon as practicable but in any event within 35 days after delivery of the Sale Notice. Any Offered Shares not elected to be purchased by the end of such 35-day period shall be re-offered for a five day period by the Offering Stockholder on a pro rata basis to the Continuing Stockholders who have elected to purchase their Pro Rata Share. If the Company, the DLJ Stockholders and/or any Continuing Stockholder have elected to purchase all of the ...
First Offer Rights. (a) Subject to the limitations of Section 3.7, the Purchasers and their respective permitted successors and assigns (the "First Offerees") shall -------------- be entitled to a right of first offer with respect to any Restricted Securities proposed to be transferred by any Stockholder (other than pursuant to a Permitted Transfer) on the terms and conditions set forth in this Section 3.5; provided, however, that any Tag-Along Sale (as defined below) shall not be subject to the provisions of this Section 3.5.
