First Refusal Notice. Except as provided in SECTION 11.2, if, subsequent to the date which is 6 (six) full calendar years after the Project Completion Date, either Simon or Chelsea desires to sell all of its and its Affiliates' Percentage Interest in the Partnership it shall give written notice (the "First Refusal Notice") of such intention to the other Partner (the Partner issuing the First Refusal Notice is hereinafter called the "Offeror" and the Partner receiving the First Refusal Notice is hereinafter called the "Offeree"). The First Refusal Notice shall set forth (i) the price (the "Refusal Price") and terms upon which the Offeror has received a bona-fide, third party, arms-length offer (the "Bona Fide Offer") to purchase such Percentage Interest (the Percentage Interest in the Partnership subject to the First Refusal Notice is hereinafter called the "Subject Interest") subject to all liabilities of the Partnership as of that date, (ii) a copy of such third-party offer, and (iii) the name and address of the proposed purchaser, provided, that the Offeror shall deal with only one such Purchaser at a time. The Refusal Price set forth therein must be payable with cash consideration only, although, at the Offeror's election, payment of portions of such cash consideration may be deferred and paid, with interest, in one or more installments after closing. Moreover, in furtherance of SECTION 11.3(E) below, so as to avoid a termination of the Company for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code the First Refusal Notice must propose a structure for the sale of the Subject Interest so that the sale when combined with previous sales will not cause there to be a sale or exchange of more than a forty-nine percent (49%) interest in the Net Profits or capital of the Partnership in any 12-month period, or, alternatively to fairly compensate the Offeree for the cost (including loss of benefits and/or increased taxes) of any such tax termination. Any First Refusal Notice providing for non-cash consideration, in whole or in part, (except as permitted in this SECTION 11.3(A)) or a sale that would cause a combined sale or exchange of more than a forty-nine percent (49%) interest in any 12-month period (except as permitted in this SECTION 11.3(A)) shall not be effective to institute the First Refusal procedures. If the First Refusal Notice provides that payment of a portion of the Refusal Price is to be deferred, then the required collateral for such deferred pay...
First Refusal Notice. If the Founder or any Purchaser proposes to sell or transfer (other than transfers that are exempt under Section 7.5 below) any capital stock of the Company held by the Founder or such Purchaser in one or more related transactions, the Founder or such Purchaser (a “Proposed Seller”) shall promptly give written notice (the “First Refusal Notice”) to the Company and each Major Purchaser at least thirty-five (35) calendar days prior to the closing of such sale or transfer. The First Refusal Notice shall describe in reasonable detail (a) the number and class of shares to be sold by the Proposed Seller, (b) the date or proposed date of such transfer and the name and address of the transferee (the “Acquiror”) and (c) the principal terms of such proposed sale or transfer, including the cash or other property or consideration to be received upon such transfer. The Company and the Major Purchasers agree to keep the information contained in the First Refusal Notice confidential if so requested by the Proposed Seller.
First Refusal Notice. (a) Before making any disposition of any WM Shares, WMX shall actually deliver to ServiceMaster a notice (a "First Refusal Notice") specifying the number of WM Shares of which WMX intends to dispose (herein called the "Available Shares") within the Free Disposition Period (determined as specified in Section 6.6) and any 2% owner then known to WMX to which WMX intends to seek to sell any of the Available Shares. The date upon which WMX's First Refusal Notice shall actually be delivered to ServiceMaster is herein called the "First Refusal Notice Date" for that Notice. WMX shall limit the number of shares specified in any First Refusal Notice to the number of shares which WMX in good faith contemplates Transferring during the Free Disposition Period which may arise under Section 6.6 by reason of such Notice.
First Refusal Notice. The First Refusal Notice shall specify the identity of the potential acquiror(s) (the "Acquiror"), the structure of the Proposed Transaction, the interests that would be sold or otherwise transferred, the price to be paid for such interests, the form of consideration, the terms of payment and the time within which the Relevant Seller(s) proposes to enter into any agreement to consummate such Proposed Transaction, and all other material terms and conditions upon which the Relevant Seller(s) proposes to enter into the Proposed Transaction (the "First Refusal Terms"), subject to the customary conditions. The First Refusal Notice shall include a representation from the party providing the notice that (i) the Acquiror has entered into a non-binding term sheet or other non-binding preliminary written document with the Relevant Seller(s) to enter into the Proposed Transaction on the First Refusal Terms; (ii) to its knowledge, the Acquiror is prepared to consummate the Proposed Transaction, subject to the satisfaction of customary conditions; (iii) the Relevant Seller(s) has no reason to believe that the Acquiror will not be able to obtain adequate financing; and (iv) the Relevant Seller(s) have a good faith intention to enter into the Proposed Transaction, subject to the satisfaction of customary conditions, on the First Refusal Terms.
First Refusal Notice. If a Designated Shareholder desires to transfer any securities of the Company owned by it, then at least 60 days prior to such transfer, other than a Permitted Transfer, such Designated Shareholder must give notice (the "FIRST REFUSAL NOTICE") to the Company, the Founders, and the Investors, of its intention to effect such transfer. The First Refusal Notice must set forth (a) the number and class of Sale Shares to be sold by the Designated Shareholder, (b) the date or proposed date of such transfer and the name and address of the transferee (the "DISCRETIONARY TRANSFEREE"), (c) the principal terms of such transfer, including the cash or other property or consideration to be received upon such transfer, and (d) the percentage which the number of Sale Shares constitutes with respect to the aggregate number of securities of the Company then held by the transferring Designated Shareholder. The Company, the Founders, and the Investors agree to keep the information contained in the First Refusal Notice confidential if so requested by the Designated Shareholder.
First Refusal Notice. If a Shareholder desires to transfer -------------------- any securities of the Company owned by it ("Sale Shares"), then at least 60 days prior to such transfer, other than a transfer exempt pursuant to Section 16.7, such Selling Shareholder must give notice (the "First Refusal Notice") to the Company and other Shareholders of its intention to effect such transfer. The First Refusal Notice must set forth (a) the number and class of Sale Shares to be sold by the Shareholder, (b) the date or proposed date of such transfer and the name and address of the transferee (the "Proposed Transferee"), and (c) the principal terms of such transfer, including the cash or other property or consideration to be received upon such transfer.
First Refusal Notice. Subject to Section 7.5, if a Shareholder (a “Selling Shareholder”) receives from a Person with whom the Selling Shareholder is dealing at Arm’s Length (a “Third Party”) a bona fide offer (a “Third Party Offer”) to purchase all, but not less than all, of the Securities and Shareholder’s Debt, if any, held by the Selling Shareholder for cash and the Selling Shareholder is willing and able to accept the Third Party Offer, the Selling Shareholder shall give notice thereof (the “First Refusal Notice”) to the other Shareholder. A Third Party Offer shall not provide for any consideration other than cash consideration. The First Refusal Notice shall state that the Selling Shareholder has received an offer which he or she is willing and able to accept, and that the offer is bona fide and is made by a Person with whom the Selling Shareholder is dealing at Arm’s Length and shall be accompanied by a copy of the Third Party Offer and details as to the identity and business of the Third Party and of any Person who controls the Third Party and by a copy of the Piggy-Back Offer referred to Section 7.6.
First Refusal Notice. In the event 4MC receives a bona fide -------------------- written offer from any person or entity ("Third Party Offeror") to purchase the Divisions or Assets during the Right of First Refusal Period and 4MC desires to accept such offer, 4MC shall deliver written notice (the "First Refusal Notice") to XxXxx on behalf of himself and each of the other Right of First Refusal Holders specifying the terms and conditions of the proposed transfer, including without limitation the proposed purchase price, whether payable in cash, notes, securities or other forms of consideration, the identity of the Third Party Offeror, the conditions and timing of such proposed transfer and all other material terms upon which such transfer is proposed to be made. 4MC shall fulfill its obligation to provide a right of first refusal to the Right of First Refusal Holders pursuant to this Section 15 by delivering the First Refusal Notice to XxXxx, or such other manager of one or both of the Divisions as hereafter designated in writing to 4MC (the "ROFR Representative"), and the delivery of such First Refusal Notice shall be deemed an offer to sell. 4MC acknowledges and agrees that it shall not accept any offer to purchase the Divisions or Assets during the Right of First Refusal Period unless such offer is in writing and unless 4MC has complied with the provisions of this Section 15.
First Refusal Notice. If a stockholder receives from anyone a bona fide offer acceptable to the stockholder to purchase any of his shares of stock, then the stockholder shall first give written notice (the “First Refusal Notice”) thereof to the corporation (attention of the Secretary of the corporation). The First Refusal Notice shall name and describe the proposed transferee (including a description of any relationship or affiliation with the holder) and state the number of shares to be transferred, the price per share and all other terms and conditions of the offer.
First Refusal Notice. In the event that the Company receives a term sheet from a Third Party regarding a potential Business Combination with such Third Party (which term sheet, at the minimum, contains a proposed acquisition price, whether on a per share or enterprise basis), the Company shall provide the Investor with a notice of the potential Business Combination and a copy of the term sheet, in the manner set forth in clause (b) of Section 5.5 below (“First Refusal Notice”). The Investor shall have two (2) business days from the date of receipt of the First Refusal Notice (calculated as set forth in Section 5.5) to notify the Company, in the manner set forth in Section 5.5, that it desires to pursue a Business Combination on substantially the same terms as the terms specified in the Notice (“Exercise Notice”).
