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.
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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 Stockholder shall have two business days from the date such notice was confirmed in writing (which confirmation may be by facsimile transmission) to purchase the remaining First Offer Shares.

  • Such First Offer shall be accepted or refused by the Selling Party within ten (10) days after its receipt thereof.

  • 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 shall include all of the material terms of the proposed transaction (less any terms lawfully protected under a nondisclosure agreement or that is otherwise proprietary).

  • 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 set forth the First Offer Space and the date (the "AVAILABILITY DATE") on which the same is expected to be available for possession by NYTC.

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

  • Such First Offer Notice shall be deemed properly given only if on the First Offer Exercise Date: (i) this Lease shall not have been previously terminated or canceled and (ii) Tenant shall not be in breach or default of any of Tenant's monetary or material non-monetary obligations under this Lease (after notice and the expiration of any applicable cure period provided in this Lease).