Failure to Exercise Right of First Refusal. If the Company fails to exercise the Right of First Refusal in full (or to such lesser extent as the Company and the Optionee otherwise agree) within the period specified in Section 12.4 above, the Optionee may conclude a transfer to the Proposed Transferee of the Transfer Shares on the terms and conditions described in the Transfer Notice, provided such transfer occurs not later than ninety (90) days following delivery to the Company of the Transfer Notice. The Company shall have the right to demand further assurances from the Optionee and the Proposed Transferee (in a form satisfactory to the Company) that the transfer of the Transfer Shares was actually carried out on the terms and conditions described in the Transfer Notice. No Transfer Shares shall be transferred on the books of the Company until the Company has received such assurances, if so demanded, and has approved the proposed transfer as bona fide. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Optionee, shall again be subject to the Right of First Refusal and shall require compliance by the Optionee with the procedure described in this Section 12.
Failure to Exercise Right of First Refusal. If the Company fails to exercise the Right of First Refusal in full (or to such lesser extent as the Company and the CEO otherwise agree) within the period specified in Section 4.4 above, the CEO may conclude a transfer to the Proposed Transferee of the Transfer Shares on the terms and conditions described in the Transfer Notice, provided the Proposed Transferee is an S-Corp Permitted Transferee, as described in Section 5 (for as long as such Section remains in effect) and such transfer occurs not later than ninety (90) days following delivery to the Company of the Transfer Notice. The Company shall have the right to demand further assurances from the CEO and the Proposed Transferee (in a form satisfactory to the Company) that the transfer of the Transfer Shares was actually carried out on the terms and conditions described in the Transfer Notice. No Transfer Shares shall be transferred on the books of the Company until the Company has received such assurances, if so demanded, and has approved the proposed transfer as bona fide. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the CEO, shall again be subject to the Right of First Refusal and shall require compliance by the CEO with the procedure described in this Section 4.
Failure to Exercise Right of First Refusal. If the Beneficiary does not exercise the Right of First Refusal within the thirty (30) calendar day period described in Section 19.1.2.2(B), or if the Beneficiary terminates the purchase and sale of the Offered Membership Interest pursuant to the last sentence of Section 19.1.2.2(C), the Offeror shall then have a period of sixty (60) calendar days from the later of (a) the date on which the Right of First Refusal shall have expired, and (b) if applicable, the date on which the Beneficiary terminates the purchase and sale of the Offered Membership Interest pursuant to the last sentence of Section 19.1.2.2(C), to consummate the sale of all, but not less than all, of the Offered Membership Interest. Such sale shall be at a price and on other terms that are in the aggregate no more favorable to the proposed purchaser than as set forth in the Offer. Any third party purchasing such Offered Membership Interest must agree in writing to be bound by all of the terms and conditions of this Agreement. If such sale is not consummated within such sixty (60) calendar day period, the Offeror shall then be required to offer the Offered Membership Interest to the Beneficiary pursuant to the Right of First Refusal before making such sale to any Person.
Failure to Exercise Right of First Refusal. In the event that the Company and/or the purchasing Members fail to tender the required consideration at the Closing, or the Company and such Members do not elect to purchase all of the Offered Units set forth in the Notice within the time periods specified above, then all of the Offered Units may be transferred by the transferring Member at any time within ninety (90) days from the date of receipt of the Notice by the Company to the person and for the consideration and on the terms and conditions specified in the Notice, provided that such transferee executes a counterpart of this Agreement concurrently with the purchase of such Units. Any transfer of the Offered Units after the end of the ninety (90) day period or any change in the terms of the sale from the terms set forth in the original Notice shall require a new notice of intent to transfer delivered to the Company and shall give rise anew to the rights provided in the preceding paragraphs.
Failure to Exercise Right of First Refusal. If the Trust fails to exercise the Right of First Refusal within the period specified in Paragraph 7.D., Grantee may conclude a transfer to the Proposed Transferee of the Transfer Shares on the terms and conditions described in the Transfer Notice, provided such transfer occurs not later than ninety (90) days following delivery to the Trust of the Transfer Notice. The Trust shall have the right to demand further assurances from Grantee and the Proposed Transferee (in a form satisfactory to the Trust) that the transfer of the Transfer Shares was actually carried out on the terms and conditions described in the Transfer Notice. No Transfer Shares shall be transferred on the books of the Trust until the Trust has received such assurances, if so demanded, and has approved the proposed transfer as bona fide. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by Grantee, shall again be subject to the Right of First Refusal and compliance by Grantee with the procedure described in this Section 7.
Failure to Exercise Right of First Refusal. If the offeree Unit Owner fails to cause the selling Unit Owner to receive a timely Purchase Notice pursuant to Section 9.08(c)(2) of if the selling Unit Owner receives notice from the offeree Unit Owner waiving its rights of first refusal, then the selling Unit Owner shall have a period of two hundred seventy (270) days from the date of Notice under Section 9.08(c)(1) within which to consummate a sale or transfer of the Offered Interest to third parties; provided that such sale or transfer shall be on the same terms and conditions as contained in the bona fide offer; provided further that, any approvals required from the Board shall not be unreasonably withheld.
Failure to Exercise Right of First Refusal. If PPI does not exercise its First Refusal, Mother Franxxx may transfer its Partnership interest to the purchaser at the purchase price and on the terms described in the notice delivered pursuant to clause 5.9.3 above.
Failure to Exercise Right of First Refusal. Upon the expiration of the periods for exercise of the respective rights of first and second refusal by the Company and the Class A Common Members, unless they have agreed to purchase all of the Offered Interest, all, but not a portion, of the Offered Interest may (subject to Section 7.1) be Transferred within ninety (90) days to the Proposed Transferee, at the price and on the terms specified in the Notice. No Transfer of the Membership Interest specified in the Notice shall be made after the expiration of said 90-day period, nor shall any change in the Proposed Transferee or the terms of Transfer be made, without a new Notice and compliance with the provisions of this Section 7.3.
Failure to Exercise Right of First Refusal. If a party hereto does not elect to exercise a right of first refusal granted under this Agreement on the terms and conditions set forth herein, then, during the six-month period ("Six-Month Unrestricted Period") following the expiration of the right of first refusal, Genesis or the REIT, as applicable, may Transfer, Finance or lease the subject Covered Facility, free and clear of the terms and conditions contained in the most recently delivered Transfer Notice, Lease Notice or Management Notice, as the case may be. If, upon the expiration of the Six-Month Unrestricted Period, Genesis or the REIT, as applicable, has not consummated a Transfer or leasing of, or a management agreement with respect to, the subject Covered Facility, then such other party may not Transfer or lease, or enter into a management agreement with respect to a subject Covered Facility without giving a new Transfer Notice, Lease Notice or Management Notice, as the case may be, in accordance with the terms and conditions of this Agreement.
Failure to Exercise Right of First Refusal. Failure of a Participant to so elect or notify in accordance with the provisions of Section 6.3.1 hereof shall be conclusively deemed for all purposes an irrevocable election by the Participant not to participate in the Project and the amount of the Election Right of the Participant which the Participant fails to elect shall be deemed a "Non-Elected Amount" and shall be reallocated in accordance with Sections 6.3.3 and 6.3.4 hereof. Any Participant that fails to elect or to notify pursuant to the provisions of Section 6.3.1 hereof shall (i) have no further rights to or in the Project (including but not limited to the results of any Development Work), and (ii) remain obligated under this Agreement to pay its Participant Percentage of outstanding and unpaid Development Costs as provided in this Agreement.
