First Refusal Right. At least 30 days prior to making any Transfer of any Stockholder Shares (other than pursuant to a Sale of the Company or a Public Offering), the transferring Stockholder (the “Transferring Stockholder”) shall deliver a written notice (an “Offer Notice”) to the Company and to the holders of the Series B Preferred Stock (the “Offerees”). The Offer Notice shall disclose in reasonable detail the proposed type, class or series, and number of Stockholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity, background and ownership (if applicable) of the prospective transferee(s), and the Offer Notice shall constitute an irrevocable binding offer to sell the Stockholder Shares to the Offerees on such terms and conditions. Each Offeree may elect to purchase all or any portion of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical, but in any event within 20 days after delivery of the Offer Notice. If more than one Offeree has elected to purchase the Stockholder Shares specified in the Offer Notice, the number of Stockholder Shares subject to each such agreement shall be proportionate to such Offerees’ relative Pro Rata Share (but in no event will an Offeree be obligated to purchase more than the number of Stockholder Shares specified in its election notice), or on such other basis as such Offerees shall agree. If any one or more Offerees have elected to purchase any Stockholder Shares specified in the Offer Notice, the sale of such Stockholder Shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholder, but in any event within 45 days after the expiration of the Election Period, subject to any required regulatory approvals. To the extent that the Offerees have not elected to purchase all of the Stockholder Shares being offered, the Transferring Stockholder may, within 90 days after the expiration of the Election Period and subject to the provisions of Section 4(c) below, transfer such Stockholder Shares to the Person or group of Persons identified in the Offer Notice, at a price no less than the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Offerees in the Offer Notice. Any Stockholder Shares not transferred within such 90-day peri...
First Refusal Right. If any Holder desires to Transfer any Executive Securities other than in an Exempt Transaction or a transaction pursuant to Section 6(c), such Holder (the "Transferring Holder") shall deliver a written notice (the "Offer Notice") to the Company and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options:
First Refusal Right. During the Term, City hereby grants to Tenant a First Refusal Right applicable to the Option Area as shown on Exhibit C, attached hereto. This First Refusal Right pertains to a qualified offer by a third party (“Third Party”), whether an aviation related or non-aviation related entity, to lease or otherwise occupy all or a portion of the Option Area. This First Refusal Right may be exercisable upon the receipt by City of any qualified offer from a Third Party to lease the Option Area or any part thereof. If City receives a qualified offer to lease all or any portion of the Option Area from a Third Party at fair market value, based on a current appraisal prepared by an appraiser licensed to do business in the state of New Mexico, before accepting such offer, City shall deliver written notice (“First Refusal Notice”) to Tenant of such fact, together with a copy of such offer. Within ninety (90) days after receipt of the First Refusal Notice, Tenant shall be entitled to lease the Option Area or portion thereof as applicable, under the terms and conditions provided in subsection 6.1 below, by giving notice to City in writing of the exercise of such right to do so. If Tenant delivers written notice to City that Tenant does not desire to exercise the First Refusal Right to lease the Option Area or portion thereof as applicable, or if Tenant fails to deliver written notice that it does not desire to exercise the First Refusal Right to lease the Option Area or portion thereof as applicable to City within such ninety (90) day period, then Tenant shall be deemed to have declined to exercise the First Refusal Right to acquire the Option Area or portion thereof as applicable. If Tenant refuses or declines to exercise such First Refusal Right, then City may enter into a lease or other occupancy agreement described in the First Refusal Notice with such Third Party on the terms set forth in the offer contained in the First Refusal Notice.
First Refusal Right. In the event Licensor intends to grant to a third party other than Licensee the exclusive license to use the Trademarks in the Territory for or in connection with the identification, advertisement, manufacture, marketing, sale and distribution of any of the Licensed Accessories, Licensor shall provide a written notice (the “License Notice”) to Licensee specifying the terms and conditions upon which Licensor desires to grant to the third party such exclusive license. Licensee shall have a right of first refusal, exercisable within thirty (30) days following its receipt of the License Notice, to obtain the exclusive license on the terms and conditions no less favorable to Licensor than those specified in the Licensor Notice. In the event Licensee exercises the right of first refusal pursuant to the foregoing, Licensor and Licensee shall discuss in good faith the applicable terms and conditions between the parties. Notwithstanding such good-faith discussion if the parties hereto fail to achieve an agreement regarding such license within sixty (60) days after Licensee’s exercise of the right of first refusal, Licensor shall have a right to grant to a third party other than the Licensee the exclusive license, but upon the terms and conditions no less favorable to Licensor than those specified in the Licensor Notice.
First Refusal Right. KBS shall provide written notice to the Company containing all of the terms and conditions of the required Services (a “Service Notice”), and the Company shall be entitled to provide such Services on such (or better) terms and conditions. If the Company intends to exercise its first refusal right, it must deliver to KBS a commitment (a “Service Commitment”) to do so as soon as practicable and in no event later than thirty (30) days after receipt of the Service Notice from KBS or its subsidiaries. If the Company fails to provide a Service Commitment within the 30-day period or waives its first refusal right prior to that time, then KBS will be free to obtain such Services from any third party. All Services to be provided by the Company pursuant to this Agreement shall be provided by the Company in its sole discretion.
First Refusal Right. The Registrant (and/or any person designated by the Registrant) shall thereupon have the option exercisable by written notice delivered to the Holder within five (5) business days after the receipt of the Registration Notice proposed to be so sold for cash at a price equal to the product of (i) the number of Registrable Securities to be so purchased by the Registrant and (ii) the then Fair Market Value of such shares, subject to Section 2(f) hereof.
First Refusal Right. During the period ending 30 days after the receipt of the First Refusal Notice by Customer, Customer shall have the absolute right to enter into an agreement with Owner on terms similar to the Offered Agreement in all material respects (a “ROFR Agreement”). If in its sole discretion Customer elects to exercise such right, Customer shall deliver written notice of its election to enter into such ROFR Agreement.
First Refusal Right. 2 2C. Participation Rights............................................................................3 2D.
First Refusal Right. (a) The First Refusal Premises are presently leased to another tenant, Omnicell, Inc. (“Omnicell”), under a lease presently scheduled to expire in August 2011. Landlord shall not lease all or any portion of the First Refusal Premises at any time during the term of this Lease (including any extended term, if applicable), except in compliance with this Section 1.4; provided, however, that the foregoing restriction shall not apply during any period in which Tenant is in default under this Lease, beyond any applicable notice and cure periods; provided further, that Tenant’s rights pursuant to this Section 1.4 are subordinate to the rights of Omnicell and its successors in interest (if any) pursuant to Omniceirs lease presently in effect and as amended from time to time (the “Omnicell Lease”), including (without limitation) the two-year renewal right existing in favor of Omnicell under the Omnicell Lease as of the Lease Commencement Date (all such superior rights described in this proviso being hereinafter collectively referred to as “Omnicell Rights”); provided further, that if Tenant fails to timely and effectively exercise its expansion option with respect to the 2025 Expansion Premises under Section 1.3 above, then Tenant’s rights under this Section 1.4 shall expire as of May 1, 2009 and shall thereafter be of no further force or effect; and provided further, that Tenant’s rights pursuant to this Section 1.4 are personal to Tenant, and may not be exercised (except with Landlord’s prior written consent, in Landlord’s sole discretion) by any assignee of Tenant’s interest under this Lease or by any subtenant.
