First Offer Notice. If a Shareholder (the "Selling Shareholder") desires to transfer any shares of Common Stock or Warrants other than (i) to a Related Transferee, (ii) as a Tag-Along Shareholder (as hereinafter defined) or (iii) as a Drag-Along Shareholder, such Selling Shareholder shall, prior to soliciting a BONA fide written offer from an independent third-party (the "Third-Party Offer"), deliver a written notice (the "First Offer Notice") offering to sell the Common Stock or Warrants proposed to be sold ("Offered Securities") to the remaining Shareholders (the "Offeree Shareholders") or to the Company. The First Offer Notice shall state (i) that the Selling Shareholder desires to sell the Offered Securities and (ii) the purchase price per share and other material terms on which and the material conditions subject to which the Offered Securities are offered.
First Offer Notice. The Offer Notice shall specify (i) the securities proposed to be sold (the “Offer Securities”), (ii) the price at which they are offered, and (iii) any other material terms of the proposed offer.
First Offer Notice. Each time the Company proposes to offer any New Securities for sale, the Company shall give a notice ("FIRST OFFER NOTICE") to each such Investor and each such Founder stating (i) its bona fide intention to offer such securities, (ii) the total number of such securities to be offered, (iii) the number of securities to be offered to such Investor or Founder pursuant to this Section 5 (i.e., such Investor's or Founder's Pro Rata Share of such securities), and (iv) the price and terms, if any, upon which it proposes to offer such securities.
First Offer Notice. Prior to the first time during the First Offer Period that Landlord intends to submit to a third party a Third Party Proposal with respect to any applicable ROFO Space, and provided no holder of any ROFO Space Superior Rights with respect to such applicable ROFO Space desires to lease such applicable ROFO Space, Landlord shall give Tenant written notice (the “First Offer Notice”) that such applicable ROFO Space identified in such Third Party Proposal is then available for lease by Tenant upon either the Early Offer Terms or the Post-24 Month Offer Term, as the case may be (such applicable terms referred to herein as the “ROFO Terms”). On or before the date which is ten (10) business days after Tenant’s receipt of the Landlord’s First Offer Notice (the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall have the right to elect either to:
First Offer Notice. Owner shall give Avalara notice (a “First Offer Notice”) at such time as a First Offer Space will or has become available to third parties (as such availability is determined by Owner) pursuant to the terms of Avalara’s Right of First Offer, as set forth in this Agreement. A First Offer Notice may be conditioned on the failure of a holder of Superior Rights to lease all or any portion of the First Offer Space identified in such First Offer Notice. The First Offer Notice shall set forth the material economic terms upon which Owner would be prepared to lease such First Offer Space to Avalara for the remainder of the Term (the “Economic Terms”), including, without limitation (a) the anticipated date upon which possession of such First Offer Space will be available (the “Anticipated Delivery Date”), (b) the tenant improvements, if any, Owner proposes to install, and/or tenant improvements allowance Owner proposes to pay, if any, for such First Offer Space, if any, (c) a good faith proposal of the First Offer Rent (as defined below) for such First Offer Space, and (d) any other material economic conditions or provisions relating to the leasing of such First Offer Space that vary from the provisions of this Agreement. The term of the lease for the First Offer Space shall terminate on the date provided for such termination in the First Offer Notice.
First Offer Notice. If Landlord subdivides the Real Estate and the Leased Premises becomes a separate parcel of real property and Landlord decides that the Leased Premises is available for sale to third parties and before Landlord accepts an offer to purchase the Leased Premises, Landlord shall give Tenant Notice (the “First Offer Notice”) of such availability and such other information as is required by Section 18.02.
First Offer Notice. When Landlord determines that: (a) the First Offer Space shall become available for lease to third parties upon the expiration of the then existing lease (including all related Expansion Options for such space and any lease extensions granted by Landlord to the tenant thereof), and (b) all other then existing tenants of the Building with Expansion Options elect not to exercise such rights as permitted by their leases, Landlord shall give Tenant written notice (the “First Offer Notice”) of such availability and the date the existing tenant or occupant is expected to vacate any First Offer Space and such other information as is required by Subsection 18.2.3 hereof; provided, however, Tenant acknowledges that the availability of any such First Offer Space shall be subject to the condition that the then existing tenant or occupant of such First Offer Space vacates such First Offer Space.
First Offer Notice. Landlord shall notify Tenant (the “First Offer Notice”) from time to time when the First Offer Space or any portion thereof becomes available for lease to third parties (other than the holder of the 10th Floor Lease). Pursuant to such First Offer Notice, Landlord shall offer to lease to Tenant the then available First Offer Space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth the “First Offer Rent,” as that term is defined in Section 1 3.3 below and the other economic terms upon which Landlord is willing to lease such space, including the anticipated date upon which such First Offer Space would be delivered to Tenant (the “Anticipated Delivery Date”). If Tenant elects to lease the First Offer Space, then Landlord shall provide Tenant with notice of any changes in the Anticipated Delivery Date.
First Offer Notice. Such offer of the First Offer Space shall be made by Landlord to Tenant in a written notice (the "First Offer Notice") which shall specify (a) the location, configuration and rentable square footage of the First Offer Space and the date Landlord plans to deliver such First Offer Space to Tenant (the "First Offer Space Delivery Date"), (b) the Annual Base Rent for the First Offer Space, and (c) any other material economic terms pertaining to the First Offer Space. Tenant may accept the offer set forth in the First Offer Notice by delivering to Landlord (i) an unconditional acceptance of such offer or (ii) an acceptance of such offer noting Tenant's objection to items (b) and (c) above, in writing, within ten (10) days after delivery by Landlord of the First Offer Notice to Tenant ("Tenant's First Offer Acceptance Notice"). If Tenant does not accept (or fails to submit Tenant's First Offer Acceptance Notice timely) an offer made by Landlord pursuant to the provisions of this Article 39 with respect to the First Offer Space designated in the First Offer Notice, then Landlord shall be under no further obligation to Tenant with respect to such First Offer Space except as otherwise expressly set forth in 39.4 below. If Tenant's First Offer Acceptance Notice contains an objection to items (b) and (c) above, Landlord and Tenant shall use commercially reasonable efforts to agree on the Annual Base Rent and other economic terms for the First Offer Space within thirty (30) days after Landlord's receipt of Tenant's First Offer Acceptance Notice. If Landlord and Tenant are unable to reach an agreement within such thirty (30) day period, the Annual Base Rent and other economic terms of Tenant's lease of the First Offer Space shall be determined in accordance with Sections 34.7(iii) and 34.7(iv) of this Lease (provided that the thirty (30) day period described in the immediately preceding sentence shall be deemed the Outside Agreement Date in accordance with Section 34.7(iii) of this Lease).
First Offer Notice. Section 28.1 First Offer Space...............................................................Article 28 Guarantor(s)....................................................................Section 1.1W herein, hereof, hereby, hereunder and words of similar import...................
