First Offer Sample Clauses

First Offer. (i) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof, and/or any number of the Shares it holds at such time (collectively, the "Transfer Interests") to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder is required to first notify the Company, by delivering to the Company a written notice ("Sale Notice") in accordance with Section 15, stating the Holder's bona fide intention to sell or otherwise transfer the Transfer Interests. The Company shall have the exclusive right, for a period of thirty (30) days from its receipt of the Sale Notice, to make an offer to purchase the Transfer Interests at a price to be proposed by the Company; provided that, in relation to a proposed sale or transfer of Transfer Interests by the Holder in connection with a transaction that is the subject of a Tag-Along Notice delivered to the Holder by the Trust, the Company shall have the exclusive right, for a period of ten (10) days from its receipt of the Sale Notice, to make an offer to purchase the Transfer Interest at a price to be proposed by the Company. (ii) Subject to Section 11(c) below, if either (x) the Company does not deliver to the Holder written notice of an offer to purchase the Transfer Interests ("Purchase Notice") within the appropriate offer period referenced in Section 11(a)(i) above, or (y) the Holder has rejected the Company's offer, the Holder shall be entitled to issue and sell the Transfer Interests at a price which is no less than ninety percent (90%) of the last price offered by the Company for the Transfer Interests (the "Last Offer Price"), to any third party that is not an Affiliate of the Holder at any time during the period of nine (9) months following the date of delivery of the Sale Notice by the Holder to the Company, without the obligation to provide any further offers or notices to the Company.

First Offer. Upon receipt of the First Sale Notice, Fiat will have an irrevocable non-transferable first option to purchase all or a portion of the Offered Securities at the First Offer Price and otherwise on the terms and conditions described in the First Sale Notice (the “Fiat First Option”). Fiat may, within 30 days of receipt of the First Sale Notice (the “Fiat First Offer Period”), offer to purchase all or a portion of the Offered Securities by sending an irrevocable written notice of any such acceptance to the Selling Member indicating the number and type of Offered Securities to be purchased (the “Acceptance Notice”), and Fiat shall then be obligated to purchase the number of Offered Securities set forth in such Acceptance Notice on the terms and conditions set forth in the First Sale Notice, subject to compliance with Section 13.2(h) of this Agreement.

First Offer. Sublessor grants to Sublessee a right of first offer ("First Offer Right") with respect to the space leased by Sublessor contiguous with the Premises ("First Offer Space") within the "Building" (as defined in the Master Lease). Sublessee's First Offer Right shall be on the terms and conditions set forth below. The First Offer Right shall pertain only to the first sublease pertaining to First Offer Space entered into by Sublessor after the commencement date of this Sublease. Sublessor shall provide Sublessee with written notice ("First Offer Notice") when Sublessor determines that the entire First Offer Space, or a portion thereof equal to or exceeding ten thousand (10,000) square feet, will become available for sublease to third parties. The First Offer Notice will describe the First Offer Space that will become available for sublease ("Specific First Offer Space") and state the base rent and other material terms under which Sublessor intends to offer such space to other prospective subtenants. If Sublessee wishes to exercise the First Offer Right, Sublessee must, within ten (10) days after delivery of the First Offer Notice to Sublessee, deliver notice to Sublessor of Sublessee's intention to exercise its First Offer Right with respect to all of the Specific First Offer Space. Sublessee must elect to exercise its First Offer Right, if at all, only with respect to all of the space offered by Sublessor to Sublessee, and Sublessee may not elect to sublease only a portion of that space unless Sublessor agrees thereto, as Sublessor determines in Sublessor's sole and absolute discretion. If Sublessee does not exercise its First Offer Right within the above-referenced ten (10) day response period, then, the First Offer Right hereunder shall automatically terminate and Sublessor shall be free to lease the First Offer Space or any portion or portions thereof to any one or more third parties on any terms at any times during the term of this Sublease without any obligation to provide Sublessee with any further right to Sublease all or any portion of the First Offer Space. The First Offer Right shall be personal to the originally named Sublessee under this Sublease and shall be exercisable only by such originally named Sublessee (and not by any assignee, sublessee or other transferee of such Sublessee's interest in this Sublease, or the Premises). Such originally named Sublessee may exercise the First Offer Right only if such originally named Sublessee occupies the e...

First Offer. (i) If the holder proposes to sell or otherwise transfer the Notes or any portion thereof it holds at such time (collectively, the "Transfer Interests") to any third party other than an Affiliate of such holder (other than a sale or transfer in connection with a Demand Registration or Piggy-Back Registration under the Rights Agreement), the holder is required to first notify the Company, by delivering to the Company a written notice ("Sale Notice") in accordance with section 20, stating the holder's bona fide intention to sell or otherwise transfer the Transfer Interests. The Company shall have the exclusive right, for a period of thirty (30) days from its receipt of the Sale Notice, to make an offer to purchase the Transfer Interests at a price to be proposed by the Company. (ii) Subject to Section 24.1(c) below, if either (x) the Company does not deliver to the holder written notice of an offer to purchase the Transfer Interests ("Purchase Notice") within thirty (30) days after the Company's receipt of the Sale Notice, or (y) the holder has rejected the Company's offer, the holder shall be entitled to sell the Transfer Interests at a price which is no less than ninety percent (90%) of the last price offered by the Company for the Transfer Interests (the "Last Offer Price"), to any third party that is not an Affiliate of the holder at any time during the period of nine (9) months following the date of delivery of the Sale Notice by the holder to the Company, without the obligation to provide any further offers or notices to the Company.

First Offer. (i) Except as otherwise provided in this Section 12 and so long as at least twenty-five percent (25%) of the Warrant remains outstanding and in IIT’s possession, before the Company may offer to issue and sell any shares of Common Stock or any securities convertible or exercisable into Common Stock, or other rights to acquire Common Stock (collectively, the “Offered Securities”), the Company is required to first make an offer to IIT (the “First Offer”) in writing and in accordance with Section 15 (the “Offer Notice”), to purchase, at a per share price (the “Offer Price”) and on terms chosen by the Company, a percentage of each class or type of the Offered Securities equal to (x) the number of Shares then held by IIT plus the number of shares of Common Stock underlying any outstanding and unexpired portion of the Warrant then held by IIT, divided by (y) the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, warrants and rights and the conversion into Common Stock of all convertible securities) (such percentage shall hereinafter be referred to as the “IIT Share”). (ii) Subject to Section 12(c) below, if IIT does not deliver to the Company written notice of acceptance of any offer made pursuant to Section 12(a)(i) within thirty (30) days after IIT’s receipt of the First Offer Notice, IIT shall be deemed to have waived its rights to purchase the Offered Securities, which are the subject of the First Offer, and the Company shall be entitled to issue and sell the Offered Securities at the Offer Price, or at such other price which is no less than ninety percent (90%) of the Offer Price, to any third party that is not an Affiliate of the Company at any time during the period of nine (9) months following the date of delivery of the Offer Notice by the Company to IIT, without the obligation to provide any further offers or notices to IIT.

First Offer. Provided that no material Event of Default has occurred and is continuing, if Lessor shall desire to sell or convey the Property to a third party that is not an Affiliate of Lessor, then Lessor shall first give Lessee the right to purchase the Property for a price and on terms and conditions determined by Lessor and set forth in a notice given to Lessee (the “Offer”). Lessee shall have twenty (20) Business Days from receipt of the Offer within which to elect to purchase the Property on the precise terms and conditions of the Offer (except that if the Offer shall be in whole or in part for consideration other than cash, Lessee shall have the right to pay in cash the fair market value of such noncash consideration). If Lessee elects to so purchase the Property, Lessee shall give to Lessor written notice thereof (“Acceptance Notice”) and the closing shall be held within forty-five (45) days after the date of the Acceptance Notice or such longer period of time as is set forth in the Offer, whereupon Lessor shall convey the Property to Lessee. At the closing, Lessor shall deliver to Lessee a special warranty deed (or local equivalent) sufficient to convey to Lessee fee simple title to the Property free and clear of all easements, rights-of-way, encumbrances, liens, covenants, conditions, restrictions, obligations and liabilities, except for any such matters in effect upon the acquisition of the Property by Lessor, such matters created, suffered or consented to in writing by Lessee or arising by reason of the failure of Lessee to have observed or performed any term, covenant or agreement of this Lease to be observed or performed by Lessee, and the lien of any taxes then affecting the Property; provided, however, that if the Offer contemplates that the Property is to be conveyed subject to any existing financing then the Property shall be conveyed subject to the mortgage or deed of trust securing such financing unless Lessee elects to pay off such financing in accordance with the terms of the applicable loan documents (provided that Lessee shall not be responsible for payment of any late charges or other charges that are not directly related to the payoff). If Lessee does not timely elect to purchase the Property, Lessor shall, subject to Section 16.03, be free to sell the Property to any other Person within twelve (12) months of Lessee’s rejection or deemed rejection without being required to comply again with the foregoing provisions of this Section 16.01, prov...

First Offer. Employee acknowledges and agrees that a material inducement to Employer to enter into this Agreement is the Employee’s expertise in, knowledge of and ability to identify acquisition candidates within, the biotech, pharmaceutical and health care industries. Accordingly, Employee agrees that Employee will provide, and will cause The Xxxxxxxxx Group for so long as Employee is the principal owner of The Xxxxxxxxx Group to provide, Employer’s Board of Directors with the first opportunity to conduct or take action with respect to any acquisition opportunity or any other potential transaction identified by Employee or The Xxxxxxxxx Group within the biotech, pharmaceutical or health care industries and that is within the scope of the business plan adopted by the Employer’s Board of Directors. Employee’s obligations under this Section 9 shall commence on the Effective Date and shall continue while this Agreement is in effect.

First Offer. First Offer" has the meaning set forth in Section 4.1(a) of this Agreement.

First Offer. Omnicom shall have failed to exercise the right of first offer as more particularly described in Section 8.1.6 above.

First Offer. If any Shareholder (a "Selling Shareholder") desires to transfer all or any portion of its or his Shares (the "Offered Shares") to any Person (other than a Permitted Transferee) (a "Third Party Buyer," which term may include another Shareholder), such Selling Shareholder shall first offer (the "First Offer") to sell the Offered Shares to Xxxxxxx and Capital Z (the "Eligible Shareholders"); provided, however, that the Selling Shareholder shall not be obligated to make such an offer (i) in connection with the pledge or other encumbrance of Shares to a bank or other financial institution pursuant to Article 4, or, in the case of Xxxxxxx, in connection with a donation of Shares to a charitable institution pursuant to Section 2.3, (ii) if the Selling Shareholder elects to deliver a Bring-Along Notice (as defined below) pursuant to Section 3.3, or (iii) subject to Section 2.3, if the transfer of a Selling Shareholder of Offered Shares would involve (A) the transfer of less than 1% of the Outstanding Common Stock or (B) when aggregated with all transfers pursuant to this Section 3.1 by such Selling Shareholder and its Permitted Transferees, the transfer of less than 2.5% of the Outstanding Common Stock.