Exercise of Right of First Offer Sample Clauses

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Sponsor shall have until the end of the ROFO Notice Period to offer to purchase any or all of the New Equity Securities by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the Sponsor. (ii) If the Sponsor does not deliver a ROFO Offer Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its offer to purchase some but not all of the New Equity Securities, the Sponsor shall be deemed to have waived all of the Sponsor’s rights to purchase such number of New Equity Securities that it declined to purchase, and the Company shall thereafter be free to sell or enter into an agreement to sell such number of New Equity Securities to any third party without any further obligation to the Sponsor pursuant to this paragraph 13 within the forty-five (45) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) at a price not more favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell such number of New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and such New Equity Securities shall not be offered to any third party unless first re-offered to the Sponsor in accordance with this paragraph 13.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Advisors shall have until the end of the ROFO Notice Period to accept the Company’s offer to purchase, in whole or in part, its pro rata share of the New Equity Securities by delivering a written notice (a “ROFO Notice”) to the Company stating that it accepts, on behalf of one or more specified Clients or other Purchasers, the Company’s offer to purchase such New Equity Securities on the terms specified in the Offering Notice and in the amounts specified in the ROFO Notice. Any ROFO Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasers. (ii) If one of the Advisors does not deliver a ROFO Notice during the ROFO Notice Period accepting all of the New Equity Securities offered to it, it shall be deemed to have waived on behalf of its Clients or other Purchasers all rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 5 that were not included in the ROFO Notice (the “Waived New Equity Securities”). Thereafter, to the extent the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to it, the Company shall, within five (5) Business Days after the expiration of the ROFO Notice Period, give an Offering Notice to such Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant to the initial ROFO Notice by up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchasers. (iii) If the Subsequent Offer Notice is not delivered to the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer by the Company that it did not accept for purchase. The Company shall thereaft...

Exercise of Right of First Offer. (i) Upon receipt of the Offering Member Notice, the Company and each ROFO Rightholder shall have the right to purchase the Offered Units in the following order of priority: first, the Company shall, subject to approval by a Supermajority Board Vote, have the right to purchase all or any portion of the Offered Units in accordance with the procedures set forth in Section 10.3(d)(ii), and thereafter, the ROFO Rightholders shall have the right to purchase the Offered Units, in accordance with the procedures set forth in Section 10.3(d)(iii), to the extent the Company does not exercise its right in full. Notwithstanding the foregoing, the Company and the ROFO Rightholders may only exercise their right to purchase the Offered Units if, after giving effect to all elections made under this Section 10.3(d), no less than all of the Offered Units shall be purchased by the Company and/or the ROFO Rightholders, subject to the limitations set forth in Section 3.5 through Section 3.7. Notwithstanding the foregoing, in the event that the procedures set forth in this Section 10.3 would result in a Member’s ownership exceeding the limitations set forth in Section 3.5, the amount of any such excess shall be allocated among the other Purchasing Rightholders that do not and will not exceed the limitations set forth in Section

Exercise of Right of First Offer. If the Company proposes to issue New Securities, the Company shall give written notice to Abbott stating (a) its bona fide intention to offer or issue New Securities, (b) the number of such New Securities to be offered, (c) the price and general terms upon which it proposes to offer such New Securities, and (d) the identity of the Persons or classes of Persons to whom such New Securities are proposed to be issued. Within twenty (20) calendar days after receipt of such notice, Abbott may elect to purchase or obtain, at the price and on the terms specified in the notice, up to its pro rata share of such New Securities, as such pro rata share is calculated pursuant to Section 12.2 hereof, in the event the Company proposes to issue such New Securities to Persons, by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. Abbott shall retain its right of first offer pursuant to Section 12 hereof until (i) this Agreement terminates or (ii) upon a Change of Control described in Section 11.10 hereof and shall not be affected in any way by any previous refusals to exercise its right of first offer and to purchase any New Securities.

Exercise of Right of First Offer. At any time prior to expiration of the Initial Period, Contractor shall have the right to elect to perform the Proposed Work by giving a written notice of election (the “Offer Notice”) to Owner setting forth the material terms and conditions on which Contractor would be willing to perform the Proposed Work, including the proposed pricing terms, milestones, warranties, liquidated damages, default provisions and delay provisions which such terms and conditions shall be substantially similar to those set forth in the Project Transaction Documents (other than with respect to the milestone payment schedule and guaranteed dates)and as adjusted to the mutual satisfaction of the Parties to take into account any reduced scope of work (as compared to Contractor's scope of work under this Agreement as of the Effective Date) contemplated in the Proposed Work. Failure to deliver an Offer Notice during the Initial Period shall be deemed conclusive evidence of Contractor's intent not to exercise such Right of First Offer with respect to the Proposed Work specified in the relevant Initial Notice. The non-exercise by Contractor of any Right of First Offer shall not prejudice Contractor's right to exercise any future Right of First Offer.

Exercise of Right of First Offer. Upon receipt of the Offer Notice, each Offeree (each, a “Purchasing Offeree”) shall have 10 Business Days (the “ROFO Notice Period”) to elect to purchase all (but not less than all) of the Offered Shares by delivering a written notice (a “ROFO Offer Notice”) to the Transferor stating that it elects to purchase such Offered Shares at the ROFO Price, payable in cash at closing. Any ROFO Offer Notice shall be binding upon delivery and irrevocable by the applicable Offeree. If more than one Stockholder delivers a ROFO Offer Notice, each such Stockholder shall be allocated its Pro Rata Portion of the Offered Shares, unless otherwise agreed by such Stockholders.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Seller Notice, Buyer shall have until the end of the ROFO Notice Period to offer to purchase all (but not less than all) of the Offered Shares by delivering a written notice (a “ROFO Offer Notice”) to the Offering Seller stating that it offers to purchase such Offered Shares on the terms specified in the Offering Seller Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by Buyer. (ii) If Buyer does not deliver a ROFO Offer Notice during the ROFO Notice Period, Buyer shall be deemed to have waived all of Buyer’s rights to purchase the Offered Shares under this Section 5.18, and the Offering Seller shall thereafter be free to Transfer the Offered Shares to any person without any further obligation to Buyer pursuant to this Section 5.18; provided, however, that the Offering Seller shall not Transfer the Offered Shares to any person who, to the knowledge of the Offering Seller, as a result of such Transfer would acquire beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 4.9% of the outstanding shares of Customers Common Stock without obtaining the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed.

Exercise of Right of First Offer. By written notification received by the Company, within 24 hours after the Company gives the Right of First Offer Notice, Investor may elect, which election shall be irrevocable as to Investor, to purchase, at the price the Offered Securities are actually sold in the Public Offering pursuant to the Registration Statement and on the Terms specified in the Right of First Offer Notice, up to the lesser of (i) that portion of such Offered Securities which equals Investor's Percentage Share (as defined below) or (ii) 3% of the total number of shares of Common Stock offered and sold by the Company in such Public Offering (exclusive of any shares offered and sold pursuant to any underwriter's over-allotment option); provided, however, that the underwriter of such Public Offering, if any, shall be entitled to reduce the number of shares of Offered Securities which Investor shall be entitled to purchase under this Section 1 to the extent deemed necessary in the underwriter's reasonable judgment (x) to the success of such Public Offering for reasons set forth in writing no less than two weeks prior to the anticipated effective date of the Registration Statement covering such Public Offering, or (y) to comply with the rules or regulations of the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., the Nasdaq Stock Market, Inc., or other regulatory body for reasons set forth in writing and given to Investor by fax or hand delivery no less than one day prior to the anticipated effective date of the Registration Statement covering such Public Offering. For the purpose of this Section 1.1(b), "Investor's Percentage Share" will be equal to that proportion that the number of shares of Common Stock of the Company then issued upon conversion of the Series E Stock, or issuable upon conversion of the Series E Stock then issued, and then held by Investor bears to (i) the total number of shares of Common Stock of the Company then outstanding, plus (ii) the total number of shares of Common Stock of the Company into which all then outstanding shares of Preferred Stock of the Company are then convertible, plus (iii) the total number of shares of Common Stock of the Company then issuable by the Company under all then outstanding options and/or warrants or then issuable upon conversion of all shares of Preferred Stock of the Company issuable by the Company under such options and/or warrants. If all Offered Securities that Investor is entitled to o...

Exercise of Right of First Offer. If during the Term of this Lease, Landlord desires to lease the Additional Premises to a third party tenant that is not an affiliate of Landlord, Landlord shall so notify Tenant in writing (“Notice”). If Tenant desires to lease the Additional Premises, Tenant shall so notify Landlord in writing within ten (10) days following Tenant’s receipt of the Notice. In such event, without further action of Landlord or Tenant, Landlord shall be deemed to have agreed to lease the Additional Premises to Tenant, and Tenant shall be deemed to have agreed to lease the Additional Premises from Landlord, for the Rent and upon the terms and conditions set forth in the Lease. If Tenant does not so agree to lease the Additional Premises within said ten day period, at any time thereafter Landlord shall be free to lease the Additional Premises free and clear of Tenant’s rights under this Rider, provided that if Landlord shall not lease the Additional Premises within one year following the date of the Notice without, in such case, sending a new Notice to Tenant, in which event Tenant shall have a further period of ten days following Tenant’s receipt of the new Notice to lease the Additional Premises.

Exercise of Right of First Offer. Upon receipt of the ROFO Offering Shareholder Notice, each Shareholder shall have until the end of the ROFO Notice Period to elect to purchase its Pro Rata Portion of the ROFO Offered Shares by delivering a written notice (a “ROFO Election Notice”) to the ROFO Offering Shareholder and the Company stating that it elects to purchase such ROFO Offered Shares on the terms specified in the ROFO Offering Shareholder Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the applicable Shareholder. If one or more Shareholders fail to deliver a ROFO Election Notice (the “Non-Electing Shareholders”) and therefore do not offer to purchase their Pro Rata Portion of the ROFO Offered Shares (the “Remaining ROFO Shares”), the remaining Shareholders shall have the opportunity to elect to purchase their Pro Rata Portion of the Remaining ROFO Offered Shares by delivering a second written notice (a “Second ROFO Election Notice”) to the ROFO Offering Shareholder and the Company stating that it elects to purchase such Remaining ROFO Offered Shares on the terms specified in the ROFO Offering Shareholder Notice. Any Second ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the applicable Shareholder.