First Offering Clause Samples
The First Offering clause grants a specified party, often an existing shareholder or partner, the initial right to purchase shares or assets before they are offered to external parties. In practice, this means that if the company or another shareholder intends to sell shares, they must first present the opportunity to the party with the first offering right, who can then choose to buy on the same terms as would be offered to outsiders. This clause primarily serves to give current stakeholders the chance to maintain their ownership percentage and control, thereby preventing unwanted third parties from acquiring an interest in the company.
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First Offering. The Company hereby agrees that it shall conduct an Offering (the "First Offering") of such size as shall be determined by the Board of Trustees of the Company, provided that (i) the First Offering shall generate gross proceeds to the Company of at least $50,000,000 and (ii) the subscription price per share (the "First Subscription Price") of the Company's Shares of Beneficial Interest, $1.00 par value per share (the "Common Shares"), offered for sale in the First Offering shall be as follows: (a) if the Company commences the First Offering on or before April 23, 1999, then the First Subscription Price shall be $4.00 and (b) if the Company commences the First Offering after April 23, 1999, then the First Subscription Price shall be the lesser of: (1) $4.00; and (2) the average of the closing prices of the Common Shares on the New York Stock Exchange (the "NYSE") during the 10 consecutive trading days immediately preceding the date such Offering is commenced (the "Average Market Value"), less a discount equal to 5% of such Average Market Value (it being understood that the calculation made pursuant to this subclause (2) shall be rounded to the nearest one-sixteenth of $1.00). For purposes of this paragraph 2, the First Offering will be deemed to commence on the date the rights relating thereto are distributed. The Company further agrees that it shall provide the Standby Purchasers with five trading days' advance notice of the record date for the distribution of rights in the First Offering. The Company and the Standby Purchasers understand that the proceeds of the First Offering shall be used by the Company to repay amounts outstanding under the Loan Agreements, and for no other purpose; provided that the parties also understand that the lenders under the Loan Agreements shall extend the Aggregate Readvanced Loans (as defined in the Loan Agreements) to the Company following the application of the proceeds of the First Offering to enable the Company to repay $9,000,000 principal amount outstanding under the Company's senior credit facility.
First Offering. Efficient shall use its commercially reasonable -------------- efforts to conduct and close the First Offering as promptly as is practicable after the date hereof with a target date for completion of such First Offering of no later than March 31, 2000; provided, however, Efficient shall have no obligation to so conduct and close such First Offering if the Efficient Board of Directors concludes in good faith that so doing would be materially detrimental to Efficient or its shareholders.
First Offering. Notwithstanding anything to the contrary contained herein, Vestible acknowledges, agrees, represents, and warrants that Participant shall be the first Offering of the Series and, but for this material inducement, Participant would not have entered into this Agreement.
First Offering