Right of First Offer/Refusal. Before any Vested Shares registered in the name of Founder may be sold or transferred (including transfer by operation of law but excluding any transfer to Founder’s spouse, descendants or ancestors or to any trust or family partnership established for Founder or any such family members benefit), such Vested Shares shall be offered at a price and on terms specified in writing by the selling Founder (the “Selling Founder”) to the Company and to the Founders Group, fifty percent (50%) as to each, who will collectively have the right to purchase all, but not less than all, of the Vested Shares proposed to be transferred in the manner set forth in the relevant provisions of the remainder of this Section 3 (such Vested Shares being referred to herein as the “ROFO/R Shares”).
Right of First Offer/Refusal. If NBPCo Holdings (for purposes of this Section 12.1, the “Selling Member”) wishes to Transfer all or any portion of its Units, whether on its own initiative or in response to a bona fide offer from any Person, it shall give written notice (the “Notice of Sale”) to the Company (with a copy to the other Members) of the Units subject to such proposed Transfer (the “Offered Units”), the proposed offer or sale price (subject to Section 12.1.5), the terms of the proposed Transfer and the name and address of the proposed transferee (if applicable); provided, however, that no proposed transferee may be a Competing Business or Control a Competing Facility. The receipt of the Notice of Sale by the Company shall constitute an offer by the Selling Member to sell the Offered Units to the Company. Such offers, unless revoked by written notice given by the Selling Member to the Company prior to acceptance by the Company shall remain outstanding for a period of 10 days after receipt of the Notice of Sale by the Company. (the “Offer Period”). The Company may accept such offer as to all of the Offered Units by giving written notice to the Selling Member (with a copy to the other Members) (a “Notice of Purchase”) of its intention to purchase such Offered Units at the same price and on the same terms specified in the Notice of Sale.
Right of First Offer/Refusal. Landlord hereby grants to Tenant a right of first offer/refusal with respect to the following space (collectively, the “First Offer Space”): (i) floors two (2), three (3), four (4), five (5), six (6) and twelve (12) of the Tower, (ii) the first (1st) floor of the Tower other than suites which Landlord intends to lease for retail uses, (iii) all of the remaining space in the Annex, (iv) the Termination Premises should Tenant exercise its Termination Option under Article 34 below, and (v) any portion of the Premises Tenant elects not to lease during the Option Term under Article 31 above. The rentable square footage of all First Offer Space shall be determined pursuant to the BOMA Standard. Notwithstanding the foregoing (x) such first offer/refusal right of Tenant shall commence only following the expiration or earlier termination of the following (collectively, the “Superior Leases”): (A) any existing lease pertaining to any portion of the First Offer Space, and (B) as to any First Offer Space which is vacant as of the date of this Lease, the first lease pertaining to any portion of such First Offer Space entered into by Landlord after the date of this Lease, and (C) as to the Termination Premises and any portion of the Premises Tenant elects not to lease during the Option Term, the first lease pertaining to such space entered into by Landlord after the date Tenant surrenders such space back to Landlord, including in the case of (A), (B) and (C) any renewal or extension of such existing or future lease, but only if such renewal or extension is pursuant to an express written provision in such lease, and (y) such first offer right shall be subordinate and secondary to all rights of expansion, first refusal, first offer or similar rights (collectively, the “Superior Expansion Rights”) granted to the tenants of the Superior Leases (the rights described in items (x) and (y), above to be known collectively as “Superior Rights”). As of the date of this Lease, there are no extension or renewal options in favor of tenants currently leasing any First Offer Space and there are no Superior Expansion Rights. Tenant’s right of first offer/refusal shall be on the terms and conditions set forth in this Article 32.
Right of First Offer/Refusal. If, after the Applicable Holding Period, any Member other than Leucadia or its Permitted Transferees (for purposes of this Section 12.1, the “Selling Member”) wishes to Transfer all or any portion of its Units, whether on its own initiative or in response to a bona fide offer from any Person, it shall give written notice (the “Notice of Sale”) to Leucadia (with a copy to the other Members) of the Units subject to such proposed Transfer (the “Offered Units”), the proposed offer or sale price (subject to Section 12.1.5), the terms of the proposed Transfer and the name and address of the proposed transferee (if applicable); provided, however, that no proposed transferee may be a Competing Business or Control a Competing Facility. The receipt of the Notice of Sale by Leucadia shall constitute an offer by the Selling Member to sell the Offered Units to Leucadia. Such offers, unless revoked by written notice given by the Selling Member to Leucadia prior to acceptance by Leucadia shall remain outstanding for a period of ten (10) Business Days after receipt of the Notice of Sale by Leucadia (the “Offer Period”). Leucadia may accept such offer as to all of the Offered Units by giving written notice to the Selling Member (with a copy to the other Members) (a “Notice of Purchase”) of its intention to purchase such Offered Units at the same price and on the same terms specified in the Notice of Sale.
Right of First Offer/Refusal. After the conclusion of the Lock-Out Period, except as provided in Section 9.1, 12.3 and 20.5, each of Bunge Netherlands and Solazyme, Inc. (the “Transferring Party”) shall have the right to transfer interests in the Company only pursuant to the procedures set forth in this Section 12.2:
Right of First Offer/Refusal. (a) In the event that, on or after the date hereof, in the case of the One-Third Stake, and on or after the 2007 Date, in the case of any Securities beneficially owned by the Sandell Funds as of the 2007 Date (as applicable, xxx "Xxbject Securities"), Sandell decides to sell or otherwise dispose of ("Xxxxxxxr") all or any of the Subject Securities, Sandell shall promptly so notify Trian in writing (xxx "Xffer Notice"), including therein the number of Subject Securities proposed to be Transferred. If Sandell has received a bona fide third party offer (xx "Xffer") to purchase the Subject Securities and is proposing to Transfer the Subject Securities pursuant to such Offer, the terms and conditions of such Offer, including price per share (the "Offer Price"), shall be set forth in the Offer Notice. In the case where no Offer exists, the Offer Notice shall state the closing price per share on the day the Offer Notice is delivered (the "Market Price"). The Offer Notice shall be delivered on any business day not later than 4:30 p.m., New York City time. Trian shall have until noon, New York City time, on the business day following the day the Offer Notice is delivered to deliver to Sandell written notice (the "Exercise Notice") of xxxxxxxe of its right to purchase, through the Trian Funds, all or a portion of the Subject Securities described in the Offer Notice.
Right of First Offer/Refusal. (a) If either Purchaser or its Subsidiaries, on the one hand, or Seller or Guarantor or its respective Affiliates, on the other hand (in each case, a “Transferor”) proposes to transfer, directly or indirectly, whether by asset sale, stock sale, merger, or otherwise, any or all of its legal or beneficial ownership in one or more Hotel Brands, in any or all of the territory in which Transferor possesses the right to operate such Hotel Brands (such ownership interests, the “ROFO Interest”) to any unaffiliated third party other than in an Excluded Transaction, it must first deliver a notice indicating its intention to sell with an indicative offer stating its proposed initial price and material transaction terms for selling the ROFO Interest (“ROFO Selling Notice”) to the other party (“Offeree Party”). “
Right of First Offer/Refusal. (a) If a Member (the “Transferring Member”) shall desire to transfer all or any portion of its interest as a Member of the Company (the “Offered Membership Interest”) to any Person other than a Permitted Transferee or pursuant to a transaction that has been approved by all of the other Members pursuant to clause (e) of Section 12.1, pursuant to a bona fide written offer (a “Third-Party Offer”) for the purchase of such interest in exchange for a cash price payable entirely at closing, the Transferring Member shall deliver written notice (the “Offer Notice”) to each other Member (the “Offeree Members”) setting forth the Participating Percentage that the Transferring Member desires to transfer and a copy of the Third-Party Offer. The Offer Notice shall constitute an offer (the “Offer”) by the Transferring Member to the Offeree Members to purchase the Offered Membership Interest in exchange for the price and on the terms set forth in the Third-Party Offer. The Offeree Members shall have the right, for a period of thirty (30) days after the Offer Notice is delivered, to accept the Offer in proportion to their Participating Percentages or in such other proportion as they may agree upon. The Offeree Members shall accept the Offer, if at all, by delivering of written notice setting forth such acceptance to the Transferring Member within the 30-day period described above.
Right of First Offer/Refusal. During the initial term and first renewal term of this Lease, Tenant shall have the first right of offer to purchase the Property, upon the following terms and conditions: If Landlord desires to sell the Property to any third party, Landlord shall, so long as Tenant is not in default under this Lease beyond any cure period, first offer to sell the Property to Tenant upon specified terms (hereinafter called the "Offered Terms"). The Offered Terms shall specify the purchase price, financing terms, if any, and length of time to close. Tenant shall have twenty (20) days from receipt of such Offered Terms in which to notify Landlord in writing that it elects to purchase the Property. If Tenant so notifies Landlord, such notification shall constitute an acceptance of Landlord's offer, in which event Tenant shall pay to Landlord a purchase price equal to ninety-four percent (94%) of the purchase price specified in
Right of First Offer/Refusal. If, after the Applicable Holding Period, any Member other than Leucadia or its Permitted Transferees (for purposes of this Section 12.1, the “Selling Member”) wishes to Transfer all or any portion of its Units, whether on its own initiative or in response to a bona fide offer from any Person, it shall give written notice (the “Notice of Sale”) to Leucadia (with a copy to the other Members) of the Units subject to such proposed Transfer (the “Offered Units”), the proposed offer or sale price (subject to Section 12.1.5), the terms of the proposed Transfer and the name and address of the proposed transferee (if applicable); provided, however, that no proposed transferee may be a Competing Business or Control a Competing Facility. The receipt of the Notice of Sale by Leucadia shall constitute an offer by the Selling Member to sell the Offered Units to Leucadia. Such offers, unless revoked by written notice given by the Selling Member to Leucadia prior to acceptance by Leucadia shall remain outstanding for a period of ten (10) Business Days after receipt of the Notice of Sale by Leucadia (the “Offer Period”). Leucadia may accept such offer as to all of the Offered Units by giving written notice to the Selling Member (with a copy to the other Members) (a “Notice of Purchase”) of its intention to purchase such Offered Units at the same price and on the same terms specified in the Notice of Sale. A Notice of Sale under this Section 12.1.1 is not effective unless and until the Selling Member (in its capacity as a member of Pennsylvania LLC) delivers a Notice of Sale under Section 12.1 of the Pennsylvania Restated LLC Agreement for the same percentage of Pennsylvania LLC Units as is the subject of the Notice of Sale under this Section 12.1.1.
