Second Offer. (i) If the Company proposes to issue and sell the Offered Securities to a third party at a price that is less than ninety percent (90%) of the Offer Price (the "Second Offer Price") within such nine-month period, the Company shall, prior to consummating such issuance and sale of the Offered Securities to the third party, make a second offer to IITRI (the "Second Offer") in writing and in accordance with Section 15 (the "Second Offer Notice"), to purchase, at the Second Offer Price and on the same terms (the "Second Offer Terms") proposed to be issued and sold, a percentage of each class or type of the Offered Securities equal to the IITRI Share.
Second Offer. (i) If the Holder proposes to sell or otherwise transfer the Transfer Interests to a third party that is not an Affiliate of the Holder at a price that is less than ninety percent (90%) of the Last Offer Price (the "Proposed Sale Price"), the Holder shall, prior to consummating such sale or transfer of the Transfer Interests to the third party, make an offer to the Company in writing and in accordance with Section 15 (the "Second Sale Notice"), to sell the Transfer Interests to the Company at the Proposed Sale Price.
Second Offer. Upon the earlier to occur of, (i) expiration of the Fiat First Offer Period, if Fiat has failed to exercise such Fiat First Option or has exercised such Fiat First Option only in part, or (ii) 40 days following the expiration of the Fiat First Offer Period, if Fiat and the Selling Member have failed to enter into a definitive agreement providing for sale of all of the Offered Securities, the Selling Member shall give a second written notice (the “Second Sale Notice”) to each Non-Fiat Member and the Company stating the number and type of Membership Interests remaining to be sold after any exercise by Fiat of the Fiat First Option (the “Remaining Offered Securities”); provided, that the Remaining Offered Securities are offered at the Fiat First Offer Price and on the same terms and conditions as those in the First Sale Notice. Upon receipt of the Second Sale Notice, each Non-Fiat Member (collectively, the “Secondary Recipients”), shall have an irrevocable non-transferable option to acquire the Remaining Offered Securities as specified in the Second Sale Notice, and each of the Secondary Recipients may, within 30 days of receipt of the Second Sale Notice (the “Second Offer Period”), offer to purchase all or a portion of the Remaining Offered Securities by sending an Acceptance Notice, and such Secondary Recipient (an “Accepting Secondary Recipient”, and, together with Fiat, if Fiat has exercised its Fiat First Option in whole or in part, the “Accepting Recipients”) shall then be obligated to purchase the number of Remaining Offered Securities set forth in such Acceptance Notice on the terms and conditions set forth in the Second Sale Notice, subject to compliance with Section 13.2(h).
Second Offer. Notwithstanding the foregoing, if Tenant has delivered a Counteroffer to Landlord that Landlord has rejected and Landlord thereafter desires to sell the Fee Interest to a third party on terms and conditions materially more favorable to a third-party purchaser than the Offer Terms set forth in the Counteroffer, Landlord shall, prior to entering into a binding agreement to sell the Fee Interest to such third party, offer to sell the Fee Interest to Tenant on the terms and conditions proposed (or to be proposed) to such third-party purchaser (a "Second Offer"). Landlord's good faith and reasonable judgment regarding the favorability of the Offer Terms offered to a third party versus the Offer Terms contained in any Counteroffer shall be determinative (i.e., whether or not such terms are more or less favorable than those set forth in the Counteroffer). If Landlord is required to deliver a Second Offer to Tenant, then Landlord shall send a notice to Tenant setting forth the Offer Terms (the "Second Offer Notice") and Tenant shall, by written notice to Landlord either accept or reject such Second Offer within five (5) business days of Tenant's receipt thereof. Tenant's failure to timely accept the Second Offer shall be deemed to be a rejection of the Second Offer. Upon Tenant's rejection (or deemed rejection) of any Offer Notice (without an accompanying Counteroffer) or, if applicable, Tenant's rejection of any Second Offer Notice, this Section 25 will immediately be null and void and of no further force or effect and whether or not a closing with a third party occurs thereafter for any reason. For avoidance of doubt, the obligations of Landlord and the rights of Tenant set forth in this Section 25 are personal to the original Landlord (and its transferee pursuant to Section 26(u)) and the original Tenant named herein and Affiliate or Permitted Transferee of such Landlord and Tenant, and shall not be applicable to any successor-in-interest to Landlord or Tenant (other than an Affiliate or Permitted Transferee of such party succeeding directly to such party's interest herein).
Second Offer. If the other Shareholders do not elect to purchase all of the Offered Stock within the First Offer Period, the Offered Stock shall then be offered by the Selling Shareholder to the Company for a period of ten (10) days from the end of the First Offer Period (the "Second Offer Period"). The Company shall have the right to purchase all, but not less than all, of the Offered Stock upon the same terms and conditions as set forth in the Transfer Notice.
Second Offer. Notwithstanding anything in this Agreement to the contrary, if any Non-Transferring Member(s) have validly and timely delivered an Election Notice pursuant to Section 3.11 and the 180 day period following the applicable ROFO Outside Date Period has not expired, then the Company, its Subsidiaries and the Members shall not consummate the proposed Sale Event if that Election Notice offers to purchase all of the Selling Member’s Units and if the Offer Price thereunder equals or exceeds the consideration that would be received by the Selling Member upon consummation of the proposed Sale Event. In such event, the terms and conditions of this Section 3.12(c) shall apply.
Second Offer. (A) If the investor or any of the other Shareholders do not take up their Pro Rata Entitlement so that there are excess New Securities (“Excess”) available for issue under such offer, the Excess shall be offered to the Investor and the other Shareholders who have taken up their Pro Rata Entitlement in accordance with, their respective Pro Rata Entitlements and in accordance with the provisions set out above in this clause 6 in relation to the Original Offering (“Second Offering”).
Second Offer. The Second Offer shall be accompanied by a true copy of the First Offer and an affidavit of the Offering Shareholder attesting (a) that the Offering Shareholder desires to accept the First Offer, (b) that the First Offer contains all the terms and conditions entered into between the Person having made such First Offer and the Offering Shareholder concerning the sale of the Shares, and (c) that there is no commission or similar fee that may be or may become due and payable to any broker, agent or other intermediary in connection therewith, or, to the extent that there is such a commission or similar fee payable, the full particulars thereof. The Second Offer shall be sent to the Notified Shareholder and shall be open for acceptance for 30 days (the "Offer Period") from the date of receipt of the First Offer by the Offering Shareholder. The Notified Shareholder may, by written notice to the Offering Shareholder during the Offer Period, at its sole option, either accept or reject the Second Offer. If such Notified Shareholder does not accept or reject the Second Offer in the manner or within the period set forth above, then the Notified Shareholder shall be conclusively deemed to have rejected the Second Offer.
Second Offer. If the Corporation does not elect to purchase all of the Offered Stock within the First Offer Period, the Corporation shall then transmit a copy of the Transfer Notice to the Investors together with a statement that it has elected not to purchase the Offered Stock, and the Offered Stock shall thereby be offered by the Selling Shareholder to the Investors for a period of twenty (20) days from the transmittal of such Transfer Notice to the Investors (the "Second Offer Period"), for the same Offered price and upon the same terms and conditions as set forth in the Transfer Notice. Each Investor shall be initially entitled to elect to purchase such pro rata portion of the remaining Offered Stock as the number of shares of Stock (on an as-converted basis) owned by such Investor on the date of the commencement of the First Offer Period bears to the number of shares of Stock (on an as-converted basis) owned by all Investors on such date. In the event the Offered Stock consists of shares of different classes or series, the pro rata right to purchase the Offered Stock will apply separately to each class or series of shares.
Second Offer. If ArcLight or FirstEnergy do not accept the Offer, the offering Management Stockholder shall deliver the Offer to the Company. The Offer shall remain open and irrevocable for a period of 30 days (the “Second Offer Period”) from the date of its delivery.
