First Refusal Right Sample Clauses

First Refusal Right. If any Holder desires to Transfer any Executive Securities other than in an Exempt Transaction or a transaction pursuant to Section 6(c), such Holder (the "Transferring Holder") shall deliver a written notice (the "Offer Notice") to the Company and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options:
First Refusal Right. If, at any time during the term of this Lease, Landlord receives and wishes to accept a bona fide, written offer from a person or entity other than Tenant (the “Offeror”) to purchase the Site or either or both of the First Refusal Buildings, and if Tenant is not then in default under this Lease, Landlord shall give written notice of such offer to Tenant, specifying the material terms on which the Offeror proposes to purchase such building or specified portion thereof (the “Offered Property”), and shall offer to Tenant the opportunity to purchase the Offered Property on the terms specified in Landlord’s notice, as modified by Section 7.3 (if applicable). For purposes of this Section 7.2, an offer shall be considered bona fide if it is contained in a letter of intent or other writing signed by the Offeror and specifies the material terms of such proposed purchase. Tenant shall have twenty (20) days after the date of giving of such notice by Landlord in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Offered Property shall be sold to Tenant on the terms set forth in Landlord’s notice, as modified by Section 7.3 hereof (if applicable), and the parties shall promptly execute an agreement containing the terms of Landlord’s said notice and such other reasonable and customary terms as the parties shall agree. If Tenant does not accept Landlord’s offer within the allotted time, Landlord shall thereafter have the right to sell the Offered Property to the Offeror, at any time within one hundred eighty (180) days after Tenant’s failure to accept Landlord’s offer, at a price and on other terms and conditions not more favorable to the Offeror than the price and other terms of the original offer specified in Landlord’s said notice. If Tenant does not accept Landlord’s offer and Landlord does not sell the Offered Property to the Offeror within one hundred eighty (180) days, this First Refusal Right shall reattach to the Offered Property.
First Refusal Right. At least 30 days prior to making any Transfer of any Stockholder Shares (other than pursuant to a Sale of the Company or a Public Offering), the transferring Stockholder (the “Transferring Stockholder”) shall deliver a written notice (an “Offer Notice”) to the Company and to the holders of the Series B Preferred Stock (the “Offerees”). The Offer Notice shall disclose in reasonable detail the proposed type, class or series, and number of Stockholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity, background and ownership (if applicable) of the prospective transferee(s), and the Offer Notice shall constitute an irrevocable binding offer to sell the Stockholder Shares to the Offerees on such terms and conditions. Each Offeree may elect to purchase all or any portion of the Stockholder 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 Stockholder as soon as practical, but in any event within 20 days after delivery of the Offer Notice. If more than one Offeree has elected to purchase the Stockholder Shares specified in the Offer Notice, the number of Stockholder Shares subject to each such agreement shall be proportionate to such Offerees’ relative Pro Rata Share (but in no event will an Offeree be obligated to purchase more than the number of Stockholder Shares specified in its election notice), or on such other basis as such Offerees shall agree. If any one or more Offerees have elected to purchase any Stockholder Shares specified in the Offer Notice, the sale of such Stockholder Shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholder, but in any event within 45 days after the expiration of the Election Period, subject to any required regulatory approvals. To the extent that the Offerees have not elected to purchase all of the Stockholder Shares being offered, the Transferring Stockholder may, within 90 days after the expiration of the Election Period and subject to the provisions of Section 4(c) below, transfer such Stockholder Shares to the Person or group of Persons identified in the Offer Notice, at a price no less than the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Offerees in the Offer Notice. Any Stockholder Shares not transferred within such 90-day peri...
First Refusal Right. In the event Licensor intends to grant to a third party other than Licensee the exclusive license to use the Trademarks in the Territory for or in connection with the identification, advertisement, manufacture, marketing, sale and distribution of any of the Licensed Accessories, Licensor shall provide a written notice (the “License Notice”) to Licensee specifying the terms and conditions upon which Licensor desires to grant to the third party such exclusive license. Licensee shall have a right of first refusal, exercisable within thirty (30) days following its receipt of the License Notice, to obtain the exclusive license on the terms and conditions no less favorable to Licensor than those specified in the Licensor Notice. In the event Licensee exercises the right of first refusal pursuant to the foregoing, Licensor and Licensee shall discuss in good faith the applicable terms and conditions between the parties. Notwithstanding such good-faith discussion if the parties hereto fail to achieve an agreement regarding such license within sixty (60) days after Licensee’s exercise of the right of first refusal, Licensor shall have a right to grant to a third party other than the Licensee the exclusive license, but upon the terms and conditions no less favorable to Licensor than those specified in the Licensor Notice.
First Refusal Right. KBS shall provide written notice to the Company containing all of the terms and conditions of the required Services (a “Service Notice”), and the Company shall be entitled to provide such Services on such (or better) terms and conditions. If the Company intends to exercise its first refusal right, it must deliver to KBS a commitment (a “Service Commitment”) to do so as soon as practicable and in no event later than thirty (30) days after receipt of the Service Notice from KBS or its subsidiaries. If the Company fails to provide a Service Commitment within the 30-day period or waives its first refusal right prior to that time, then KBS will be free to obtain such Services from any third party. All Services to be provided by the Company pursuant to this Agreement shall be provided by the Company in its sole discretion.
First Refusal Right. (a) For purposes of this Section 1.3, the term
First Refusal Right. The Registrant (and/or any person designated by the Registrant) shall thereupon have the option exercisable by written notice delivered to the Holder within five (5) business days after the receipt of the Registration Notice proposed to be so sold for cash at a price equal to the product of (i) the number of Registrable Securities to be so purchased by the Registrant and (ii) the then Fair Market Value of such shares, subject to Section 2(f) hereof.
First Refusal Right. (i) Subject to Section 2D, at least thirty (30) days prior to any Transfer of any Stockholder Shares by a Stockholder (other than (a) any Transfer of any Stockholder Shares by WS, (b) a Transfer by a Stockholder other than WS pursuant to the exercise of its rights under Section 2C below or (c) redemptions of Preferred Stock in accordance with the Company’s Certificate of Incorporation) (a “Transferring Stockholder”), such Transferring Stockholder shall deliver a written notice (the “Sale Notice”) to the Company and the other holders of Stockholder Shares. The Sale Notice shall disclose in reasonable detail the proposed number of each class of Stockholder Shares to be transferred (the “Transfer Shares”), the proposed terms and conditions of the Transfer, including the proposed price per share for each class of Stockholder Shares to be transferred, and the identity of the prospective transferee(s). No such Transfer shall be consummated unless such prospective transferee(s) is reasonably acceptable to the Majority XX Xxxxxx, and no such Transfer shall be consummated prior to the earlier to occur of (a) the date on which the parties to the Transfer have been finally determined pursuant to this Section 2B and (b) the date of expiration of the 30-day period (the “Election Period”) following the delivery to the Company and the other Stockholders of the Sale Notice applicable to such Transfer.
First Refusal Right. If during the Term (i) no event of default in respect of Tenant, as defined in Section 12.01, has occurred and is continuing, (ii) the space on floor 1 of the Building currently leased by First Capital Bank becomes available for lease, and (iii) McGuireWoods, LLP and Xxxxxxxxx & Company LLC, and their successors or assigns, do not wish to lease such space, then Landlord shall make an offer (the “Offer”) to lease such space, including the ATM location of First Capital Bank in the Building (the “First Refusal Space”) to Tenant. The Offer shall be in writing and shall specify the square footage, availability date and terms on which Landlord would lease the First Refusal Space to Tenant. Tenant shall have fifteen (15) Business Days after receipt of any such notice to elect to lease the First Refusal Space offered on the terms offered. “
First Refusal Right. Landlord hereby ratifies and confirms Assignee’s first refusal right with respect to the Option Space (as defined in the Building 2 Lease) under Section 1.3 of the Building 2 Lease and hereby certifies that the Property includes the Option Space. Landlord, Assignor and Assignee acknowledge that Assignor and Landlord or Landlord’s affiliate are by separate instrument terminating or subordinating to the rights of Assignee any first refusal rights with respect to the Option Space granted to Assignor under the Phase V Lease (as defined in the Building 2 Lease).