Such First Offer definition

Such First Offer. Notice shall constitute an offer by the Transferring Member to sell to the other Members all, but not less than all, of the Membership Interest in the Company that the Transferring Member proposes to transfer (the "Offered Interest") upon the terms and conditions set forth in the First Offer Notice. The last of the dates on which, pursuant to the provisions of Section 10.2, the First Offer Notice is deemed to be given to the Members is hereinafter referred to as the "Notice Date." Those non-transferring Members desiring to purchase all or a portion of the Offered Interest shall agree among themselves as to the portion of the Offered Interest to be purchased by each. In the absence of such an agreement, each non-transferring Member desiring to purchase all or a portion of the Offered Interest shall be entitled to purchase a portion of the Offered Interest in the same ratio as the percentage of Membership Interests held by such non-transferring Member holds relative to the collective percentage of Membership Interests held by all non-transferring Members desiring to purchase all or a portion of the Offered Interest. (b)
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Examples of Such First Offer in a sentence

  • Such First Offer Notice shall constitute an offer by the Transferring Member to sell to the other Members all, but not less than all, of the Membership Interest in the Company that the Transferring Member proposes to transfer (the "Offered Interest") upon the terms and conditions set forth in the First Offer Notice.

  • Such First Offer to Tenant shall be made in writing (the "Notice of Offer"), and shall set forth the price and other key economic and other terms upon which Landlord is prepared to sell the Offered Property ("Offered Terms").

  • Such First Offer Notice shall (a) identify the First Offer Space(s) that will be available and (b) state the projected delivery date.

  • Such First Offer Notice must be given to Landlord within five (5) business days after Tenant receives Landlord's written notification to Tenant ("Landlord's Offer") of the termination of the Hitachi and/or Bodymasters Lease, as applicable.

  • Such First Offer shall (i) specify the number of such Offered Shares, (ii) specify the proposed purchase price which shall be on an all cash basis, and (iii) contain an irrevocable offer to sell such Offered Shares at such price to the other Shareholders.

  • Such First Offer Purchase Price shall be reduced by the amount of the Purchase Price as defined in the Purchase Agreement that is allocated to leasehold improvements under the Purchase Agreement as set forth in Exhibit B attached hereto.

  • Such First Offer Notice shall constitute an offer by the Offeror to sell to the Offeree the Subject Interest specified in the First Offer Notice for such price and terms, exclusive of any brokerage or similar commission provided for therein.

Related to Such First Offer

  • First Offer has the meaning set forth in Section 3.9(e)(1) or Section 11.1(b)(i), as applicable.

  • First Offer Notice shall have the meaning set forth in Section 14.4(a).

  • Right of First Offer shall have the meaning set forth in Section 6.5.2.

  • First Offer Period has the meaning set forth in Section 13.5.

  • Right of First Refusal and Co-Sale Agreement means the agreement among the Company, the Purchasers, and certain other stockholders of the Company, dated as of the date of the Initial Closing, in the form of Exhibit G attached to this Agreement.

  • Offer Notice shall have the meaning set forth in Section 4.1.

  • Right of First Refusal means the Company’s right of first refusal described in Section 8.

  • ROFR means a right of first refusal to purchase or a right of first offer to purchase one or more of the Mortgaged Properties pursuant to a recorded instrument (or a memorandum thereof) encumbering the applicable Mortgaged Property.

  • Right of First Refusal Agreement means the Right of First Refusal Agreement, dated as of August 4, 2017, among the Partnership, the Operating Partnership and NextEra Energy Resources, LLC.

  • First Refusal Right means the right granted to the Corporation in accordance with Article E.

  • ROFR Notice has the meaning set forth in Section 3.02(d).

  • ROFO Notice is defined in Section 6.2(a).

  • Last best offer package means the offer exchanged by parties not less than 14 days prior

  • Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.

  • Transfer Notice Date has the meaning given to it in Section 2.06.

  • Transfer Notice means the notice of a proposed transfer of Shares described in Section 8.

  • Proposed Transfer means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Stockholders.

  • Initial Offer means the initial offer of Participating Shares in a Fund as set out in the applicable Supplement;

  • Bona Fide Offer means an actual or genuine offer which includes a specific wage or a training opportunity at a specified place when used to determine whether the parent has refused an offer of training or employment.

  • Subsequent Offering means any further issuance of Interests in any Series, excluding any Initial Offering or Transfer.

  • Co-Sale Notice shall have the meaning ascribed to it in Section 4.5.

  • Sale Notice has the meaning set forth in Section 3.04(b).

  • Second Notice has the meaning set forth in Section 5.2(b)(ii).

  • Initial Offer Period means the period determined by the Directors during which Shares of any class are offered by the ICAV for purchase or subscription at the Initial Price.

  • Offering Notice shall have the meaning set out in Section 3.1;

  • Term SOFR Notice means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.