Right of First Option. (a) Except as set forth in Section 10.6, without the consent of all of the General Partners, no Partner may Transfer less than all of its Units and no Partner may Transfer its Units for consideration other than cash. Any Limited Partner (or Limited Partners, if there are Affiliated Limited Partners) and its (or their) Affiliated General Partner desiring to Transfer all of their Units (together, the "Selling Partners") shall give written notice (the "Initial Notice") to the Partnership and the other Partners (the "Offeree Partners") stating that the Selling Partners desire to Transfer their Units and stating the cash purchase price and all other terms on which they are willing to sell (the "Offer Terms"). Delivery of an Initial Notice shall constitute the irrevocable offer of the Selling Partners to sell their Units to the Offeree Partners hereunder.
Right of First Option. (a) Without the consent of the other Parent, neither Parent may Transfer less than all of its Partner Sub Stock. Unless such Transfer is otherwise permitted by Section 2.1, any Parent desiring to Transfer (pursuant to a cash sale) all of its Partner Sub Stock (the "Selling Parent") shall give written notice (the "Initial Notice") to the Partnership and the other Parent (the "Offeree Parent") stating that the Selling Parent desires to Transfer its Partner Sub Stock and stating the cash purchase price and all other terms on which it is willing to sell (the "Offer Terms"). Delivery of an Initial Notice shall constitute the irrevocable offer of the Selling Parent to sell its Partner Sub Stock to the Offeree Parent hereunder.
Right of First Option. 34 10.3 Inclusion of General or Limited Partner Units ........................... 36 10.4
Right of First Option. 9 2.3 Prohibition on Affiliated Obligor Bankruptcy, Etc ............ 11 2.4
Right of First Option. If CONICET does not decide on a destination for the own and exclusive use of the Area, at the option of INDEAR, the Parties, in good faith, may negotiate the terms of a new agreement that would allow INDEAR to continue using the Area. In any case, CONICET hereby grants INDEAR the right of first offer with respect to any future use and enjoyment of the area against any third party in similar conditions.
Right of First Option. Borrower agrees that, during the period from and after the date hereof and ending on the earlier of (i) the date which is three (3) months after the date of prepayment in full Outstanding Loan Amount together with all Interest thereon and (ii) the occurrence of the Term Loan Commitment Termination Date pursuant to clause (iii) of the definition thereof, it will not, and will not permit either Parent or any of Parents’ respective Subsidiaries to, issue or sell to, or borrow from, an unaffiliated party (“Third-Party Lender”), any funded Indebtedness under which advances are made to Borrower, such Parent or Subsidiary, as applicable, based upon residual or subordinated interests in Financing SPCs or Warehouse Facilities, other than Excluded Indebtedness (as defined below) (“Additional Residual Indebtedness”), unless Borrower, such Parent or Subsidiary, as applicable, first submits a written notice (the “Additional Residual Indebtedness Notice”) to Lender identifying the date of such proposed issuance, sale or funding and the aggregate principal amount proposed to be issued, sold or funded, and offering Lender the opportunity to purchase or fund all, but not less than all, of the aggregate principal amount of such Additional Residual Indebtedness on terms and conditions, including pricing terms, not less favorable to Lender than those on which Borrower, such Parent or Subsidiary, as applicable, proposes to issue or sell to, or borrow from, any Third-Party Lender such Additional Residual Indebtedness. If such Additional Residual Indebtedness is sold to, or funded by, other Third-Party Lenders on varying terms, the Lender’s terms and conditions shall be the same as those most favorable to the prospective Third-Party Lenders. The offer by Borrower, such Parent or Subsidiary, as applicable, to Lender pursuant to this Section to purchase or fund the Additional Residual Indebtedness shall remain open and irrevocable for a period of 15 days following receipt by Lender of the Additional Residual Indebtedness Notice. Lender shall have the right to purchase or fund all, but not less than all, of the aggregate principal amount of such Additional Residual Indebtedness by giving written notice of its intent to do so (the “Additional Residual Indebtedness Acceptance”) to such Borrower, such Parent or Subsidiary, as applicable, within 15 days after Lender’s receipt of the Additional Residual Indebtedness Notice. Each Additional Residual Indebtedness Acceptance shall constitu...
Right of First Option. (a) The Company hereby grants to each Holder the right of first option to purchase a number of shares (rounded down to the nearest whole share) equal to its pro rata share of New Securities (as defined in Section 4.1(c)) which the Company may, from time to time, propose to sell and issue on or after the date of this Agreement, subject to Sections 4.1(b)-(e). A Holder’s pro rata share, for purposes of this right of first option, is equal to the ratio of (a) the number of shares of Common Stock owned by such Holder immediately prior to the issuance of New Securities (assuming full conversion of the Shares and full conversion or exercise of all outstanding convertible securities, rights, options and warrants held by said Holder) to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares and full conversion or exercise of all outstanding convertible securities, rights, options and warrants). Each Holder (including CL Alaska) shall have a right of over-allotment such that if any Holder fails to exercise its rights hereunder to purchase its full pro rata share of New Securities, the other Holders may purchase such Holder’s unsubscribed portion on a pro rata basis; provided, however, that where a Holder informs the Company during the Election Period that such Holder intends to exercise its rights to purchase its full pro rata share of New Securities, but such Holder (or one or more designees of such Holder as provided in Section 4.1(d)) does not purchase such pro rata share for whatever reason, the Company may determine either (i) not to sell the unpurchased amounts or (ii) to offer unpurchased amounts to the other Holders in accordance with their over-allotment rights.
Right of First Option. (a) Except as provided in this Section 5.05, nothing in this Agreement shall limit the right of IFC, at any time, to sell, transfer or otherwise dispose of all or any portion of the IFC Shares that are not then subject to a Put Notice or Call Notice, provided it complies with the conditions set forth in this Article V.
Right of First Option. In the event Tenant desires to lease additional laboratory or office space in San Diego, Landlord, or an affiliated entity of Landlord, shall have a right, prior to Tenant receiving offers from other potential landlords, to issue a written offer for space in the Building or other properties owned by Landlord or its affiliates, including space in future
Right of First Option. (a) (a) The Company hereby grants to each Holder the right of first option to purchase its pro rata share of New Securities (as defined in Section 4.1(c)) which the Company may, from time to time, propose to sell and issue after the date of this Agreement, subject to Sections 4.1(b)-(e). A Holder’s pro rata share, for purposes of this right of first option, is equal to the ratio of (a) the number of shares of Common Stock owned by such Holder immediately prior to the issuance of New Securities (assuming full conversion of the Shares and full conversion or exercise of all outstanding convertible securities, rights, options and warrants held by said Holder) to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares and full conversion or exercise of all outstanding convertible securities, rights, options and warrants). Each Holder (including CL Alaska) shall have a right of over-allotment such that if any Holder fails to exercise its rights hereunder to purchase its pro rata share of New Securities, the other Holders may purchase the non-purchasing Holder’s portion on a pro rata basis.
