First Offer Notice. If a Shareholder (the "Selling Shareholder") desires to transfer any shares of Common Stock or Warrants other than (i) to a Related Transferee, (ii) as a Tag-Along Shareholder (as hereinafter defined) or (iii) as a Drag-Along Shareholder, such Selling Shareholder shall, prior to soliciting a BONA fide written offer from an independent third-party (the "Third-Party Offer"), deliver a written notice (the "First Offer Notice") offering to sell the Common Stock or Warrants proposed to be sold ("Offered Securities") to the remaining Shareholders (the "Offeree Shareholders") or to the Company. The First Offer Notice shall state (i) that the Selling Shareholder desires to sell the Offered Securities and (ii) the purchase price per share and other material terms on which and the material conditions subject to which the Offered Securities are offered.
First Offer Notice. Prior to the first time during the First Offer Period that Landlord intends to submit to a third party a Third Party Proposal with respect to any applicable ROFO Space, and provided no holder of any ROFO Space Superior Rights with respect to such applicable ROFO Space desires to lease such applicable ROFO Space, Landlord shall give Tenant written notice (the “First Offer Notice”) that such applicable ROFO Space identified in such Third Party Proposal is then available for lease by Tenant upon either the Early Offer Terms or the Post-24 Month Offer Term, as the case may be (such applicable terms referred to herein as the “ROFO Terms”). On or before the date which is ten (10) business days after Tenant’s receipt of the Landlord’s First Offer Notice (the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall have the right to elect either to:
(a) lease the entire applicable ROFO Space identified in the applicable First Offer Notice upon the applicable ROFO Terms therefor and the non-economic terms set forth in this Lease; provided, however, with respect to any Post-24 Month ROFO Space, if the Base Rent provided for in such ROFO Terms is the Fair Market Rental Rate for such applicable Post-24 Month ROFO Space pursuant to Section 28.3.1(a) above, then Tenant may object in Tenant’s Election Notice to such Fair Market Rental Rate for such applicable Post-24 Month ROFO Space as designated by Landlord in such applicable First Offer Notice, in which case the arbitration provisions of the Lease Extension Addendum shall apply to determine such applicable Fair Market Rental Rate (if Tenant fails to timely object to Landlord’s determination of such applicable Fair Market Rental Rate in Tenant’s Election Notice, Tenant shall be deemed to have accepted same, and the arbitration provisions of the Lease Extension Addendum shall not apply with respect thereto); or
(b) refuse to lease the entire applicable ROFO Space identified in the First Offer Notice, in which event (i) Landlord may lease the ROFO Space identified in such First Offer Notice or any portion thereof to any person or entity on any terms Landlord desires, and (ii) Tenant’s Right of First Offer shall thereupon automatically terminate and be of no further force or effect with respect to the particular ROFO Space identified in such applicable First Offer Notice. If Tenant does not deliver Tenant’s Election Notice to Landlord by the applicable E...
First Offer Notice. The Offer Notice shall specify (i) the securities proposed to be sold (the “Offer Securities”), (ii) the price at which they are offered, and (iii) any other material terms of the proposed offer.
First Offer Notice. Each time the Company proposes to offer any New Securities for sale, the Company shall give a notice ("FIRST OFFER NOTICE") to each such Investor and each such Founder stating (i) its bona fide intention to offer such securities, (ii) the total number of such securities to be offered, (iii) the number of securities to be offered to such Investor or Founder pursuant to this Section 5 (i.e., such Investor's or Founder's Pro Rata Share of such securities), and (iv) the price and terms, if any, upon which it proposes to offer such securities.
First Offer Notice. Owner shall give Avalara notice (a “First Offer Notice”) at such time as a First Offer Space will or has become available to third parties (as such availability is determined by Owner) pursuant to the terms of Avalara’s Right of First Offer, as set forth in this Agreement. A First Offer Notice may be conditioned on the failure of a holder of Superior Rights to lease all or any portion of the First Offer Space identified in such First Offer Notice. The First Offer Notice shall set forth the material economic terms upon which Owner would be prepared to lease such First Offer Space to Avalara for the remainder of the Term (the “Economic Terms”), including, without limitation (a) the anticipated date upon which possession of such First Offer Space will be available (the “Anticipated Delivery Date”), (b) the tenant improvements, if any, Owner proposes to install, and/or tenant improvements allowance Owner proposes to pay, if any, for such First Offer Space, if any, (c) a good faith proposal of the First Offer Rent (as defined below) for such First Offer Space, and (d) any other material economic conditions or provisions relating to the leasing of such First Offer Space that vary from the provisions of this Agreement. The term of the lease for the First Offer Space shall terminate on the date provided for such termination in the First Offer Notice.
First Offer Notice. If Landlord subdivides the Real Estate and the Leased Premises becomes a separate parcel of real property and Landlord decides that the Leased Premises is available for sale to third parties and before Landlord accepts an offer to purchase the Leased Premises, Landlord shall give Tenant Notice (the “First Offer Notice”) of such availability and such other information as is required by Section 18.02.
First Offer Notice. If a Stockholder (the "Selling Stockholder") desires to transfer any Securities other than to a Permitted Transferee or pursuant to a Drag-Along Sale (as defined in Section 6(a)), such Selling Stockholder shall, prior to soliciting a bona fide written offer from an independent third-party (the "Third-Party Offer"), deliver a written notice (the "First Offer Notice") offering to sell the Securities proposed to be sold ("Offered Securities") to the remaining Stockholders, Paribas (while Paribas owns any Paribas Shares) and any Paribas Transferee (the "Offeree Stockholders") or to the Company. The First Offer Notice shall state (i) that the Selling Stockholder desires to sell the Offered Securities and (ii) the purchase price per share and other material terms on which and the material conditions subject to which the Offered Securities are offered.
First Offer Notice. When Landlord determines to make the First Offer Space available for lease to third parties, Landlord shall give Tenant written notice (the "FIRST OFFER NOTICE") of such availability and the date that such First Offer Space is estimated to be available for occupancy and such other information as is required by Subsection 18.2.2 hereof.
First Offer Notice. If any Stockholder, other than JPS International, LLC and its Affiliates, receives a bona fide offer to Transfer any Equity of the Company such Stockholder holds or such Stockholder intends to make a bona fide offer (the “Bona Fide Offer”) for the Transfer of such Equity (the “Transfer Securities”), such Stockholder (a “Transferring Stockholder”) shall give the other Stockholders, prior to accepting the Bona Fide Offer or making such a Bona Fide Offer to a third party (which may include Parent or any of the other Stockholders) (a “Transferee”), written notice (the “Transfer Notice”) of the terms, in reasonable detail, of the Bona Fide Offer, including the price of such Bona Fide Offer (the “Offered Price”) and the identity of any Transferee from whom Transferring Stockholder has received an offer to purchase the Transfer Securities or to whom Transferring Stockholder proposes to sell the Transfer Securities. Upon the request of any Stockholder, Transferring Stockholder will promptly furnish to the remaining stockholders (collectively the “Remaining Stockholders” and individually, a “Remaining Stockholder”) such other information related to the terms of the proposed Transfer as may be reasonably requested.
First Offer Notice. The Initiator shall give written notice (the "First Offer Notice") to the Company and the other Stockholders stating its bona fide intention to sell the Transfer Shares and specifying the number of Transfer Shares, price (assuming in the case of any Options or Warrants, that the same shall have been exercised in accordance with their terms before such sale which shall be required in order to consummate such sale) and form of consideration upon which the Initiator proposes to sell such Transfer Shares.
