First Offer Provisions Sample Clauses

First Offer Provisions. If a Stockholder while subject to ---------------------- the provisions of this Section 5.2 receives an offer from any Person (other than its Permitted Transferees) to acquire any shares of Common Stock, or decides to solicit or cause to be solicited a proposal or proposals to acquire shares of Common Stock, such Offering Stockholder shall first give each other Stockholder having rights with respect to the shares of Common Stock held by such Offering Stockholder under this Subsection 5.2 (the "Offeree") written notice (the "Stockholder Notice") of such intention, which notice shall include a term sheet stating, among other material terms, the minimum cash sales price (the "Target Price") that such Stockholder would entertain for the shares of Common Stock to be sold (the "Offered Securities"). The Offeree (or its designee) shall have the right for a period of 20 days following the delivery of the Stockholder Notice (the "Acceptance Period") (provided, that if more than one Stockholder is an -------- Offeree, the Acceptance Period shall be shortened to 15 days, and if any Offeree declines to exercise its rights with respect to the Stockholder Notice, those Offerees exercising their rights may, by giving a written notice by the 20th day after the Stockholder's Notice, purchase all, but not less than all, of the portion of the shares of Common Stock not accepted by the declining Offeree (the "Take-Up Right"), pro rata based on such electing Offerees ownership of Common Stock) to accept the offer to purchase all but not less than all of the Offered Securities at the Target Price and upon the other terms provided with the Stockholder Notice. The Offeree (or its designee) shall exercise its rights under this Section 5.2 by delivering to such Offering Stockholder an irrevocable written notice of its election prior to 2:00 p.m. Los Angeles time on the final day of the Acceptance Period. If the Offeree (or its designee) exercises its rights under this Section 5.2, the sale of the Offered Securities shall be consummated within 60 days of the final day of the Acceptance Period (the "Purchase Period"). If the Offeree (or its designee) does not elect to purchase the Offered Securities on such terms (and the failure to deliver an irrevocable notice of acceptance shall be conclusively deemed to be rejection of such opportunity) or fails to consummate a purchase of the Offered Securities within the Purchase Period, such Offering Stockholder shall have the right (without l...
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First Offer Provisions. (1) A Stockholder desiring to sell or otherwise transfer Common Shares or shares of Preferred Stock in compliance with this Section 1.4 (a "Selling Stockholder") shall first deliver written notice to the Company (hereinafter referred to as the "Notice of Offer") which Notice of Offer shall specify (i) the number and class of shares of Stock owned by the Selling Stockholder which such Selling Stockholder wishes to sell (the "Offered Shares"); (ii) the proposed cash purchase price per share for each of the Offered Shares (the "Offer Price"); and (iii) all other terms and conditions of the offer. The Notice of Offer shall constitute an irrevocable offer by the Selling Stockholder to sell to the Company and the other Stockholders the Offered Shares at the Offer Price and on the terms hereinafter provided. Within five (5) business days of its receipt of the Notice of Offer, the Company shall send a copy of the Notice of Offer to each Stockholder.
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Related to First Offer Provisions

  • Transfer Provisions Transfers — You may, on or before the Annuity Date and subject to the requirements, limitations and restrictions described in this section, transfer all or part of the Contract Value, less any Loan Account Value, in any Investment Option among other Investment Options, while the Annuitant is living and the Contract is in force. Your transfer request must specify:

  • Special Transfer Provisions (a) Transfers to Non-QIB Institutional Accredited Investors and Non-U.S.

  • Notice Provisions (a) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts of which it is aware which occurrence or failure would, or would be reasonably likely to:

  • Notice Provision Any notice, payment, demand or communication required or permitted to be delivered or given by the provisions of this Agreement shall be deemed to have been effectively delivered or given and received on the date personally delivered to the respective party to whom it is directed, or when deposited by registered or certified mail, with postage and charges prepaid and addressed to the parties at the addresses set forth below opposite their signatures to this Agreement.

  • Restriction on Transfer of Warrants The Holder of a Warrant Certificate, by the Holder's acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and that the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, for a period of one (1) year from the date hereof, except to the Designees.

  • Repurchase Provisions If a Change of Control occurs, unless the Issuers have previously or concurrently delivered a redemption notice with respect to all outstanding Notes pursuant to Section 5.7 of the Indenture, each Holder will have the right to require the Issuers to repurchase from each Holder all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest (including Additional Amounts, if any), if any, to but excluding the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date as provided in, and subject to the terms of, the Indenture. Upon certain Asset Dispositions, the Issuers may be required to use the Excess Proceeds from such Asset Dispositions to offer to purchase the maximum aggregate principal amount of Notes (that is $2,000 or an integral multiple of $1,000 in excess thereof) and, at the Issuers’ option, Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest (including Additional Amounts, if any), if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in Section 3.5 and in Article V of the Indenture.

  • Limitations on Subsequent Registration Rights From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunder.

  • Limitation on Subsequent Registration Rights Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

  • Charter Provisions Each Seller Entity shall take all necessary action to ensure that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated hereby do not and will not result in the grant of any rights to any Person under the Articles of Incorporation, Bylaws, or other governing instruments of any Seller Entity or restrict or impair the ability of Buyer or any of its Subsidiaries to vote, or otherwise to exercise the rights of a shareholder with respect to, shares of any Seller Entity that may be directly or indirectly acquired or controlled by them.

  • Covenant to Comply with Applicable Laws Upon Repurchase of Notes In connection with any repurchase offer, the Company will, if required:

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