First Offer Right Sample Clauses

First Offer Right. At least 30 days prior to making any Transfer ----------------- of any Shareholder Shares (other than a Public Sale or a Transfer permitted under paragraph 3(c) below), the transferring Shareholder (the "Transferring Shareholder") shall deliver a written notice (an "Offer Notice") to the Company. The Offer Notice shall disclose in reasonable detail the proposed number of Shareholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known). The Company may elect to purchase all (but not less than all) of the Shareholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Shareholder as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has elected to purchase Shareholder Shares from the Transferring Shareholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Shareholder, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company has not elected to purchase all of the Shareholder Shares being offered, the Transferring Shareholder may, within 90 days after the expiration of the Election Period, transfer such Shareholder Shares to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company in the Offer Notice. Any Shareholder Shares not transferred within such 90-day period shall be reoffered to the Company under this paragraph 3(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Shareholder Shares may be pledged.

First Offer Right. (a) Except as otherwise provided in Sections 4.1 and 4.3, if any Unitholder (the “Transferor”) desires to make a Transfer of any Original Common Units, then, prior to making such Transfer, the Transferor must deliver a notice (the “First Offer Notice”) to the voting member majority of the General Partner. (b) The First Offer Notice must specify the number of Original Common Units to be the subject of the Transfer (the “Offered Original Common Units”) and disclose all of the proposed terms and conditions of the Transfer except, in the case of a Public Sale, the name of the transferee or transferees. The purchase price for the Original Common Units must be payable solely in cash at the closing of the transaction. (c) The voting member majority or the board of directors of the General Partner may give notice of Inergy Holdings’ election to purchase any or all of the Offered Original Common Units, at the price and on the terms specified in the First Offer Notice by delivering notice of its election (the “First Offer Election Notice”) to the Transferor before the end of the first full Business Day after delivery of the First Offer Notice (the end of such full Business Day, the “First Offer Election Period”). (d) If Inergy Holdings elects to purchase any of the Offered Original Common Units, the Transfer of such Offered Original Common Units must be consummated within 24 hours after the expiration of the First Offer Election Period. (e) In the case of a First Offer Notice contemplating a Public Sale, if Inergy Holdings fails to elect to purchase all of the Offered Original Common Units, the Transferor may, during the 20 Business Days immediately after the expiration of the First Offer Election Period, Transfer any or all of the unpurchased Offered Original Common Units in a Public Sale at the then-prevailing market price or prices. All unpurchased Offered Original Common Units that are not Transferred within such 20 Business Day period will again be subject to the provisions of this Section 4.2 with respect to any subsequent Transfer. (f) In the case of a First Offer Notice contemplating a Transfer other than a Public Sale, if Inergy Holdings fails to elect to purchase all of the Offered Original Common Units, the Transferor may, during the five Business Days immediately after the expiration of the First Offer Election Period, Transfer any or all of the unpurchased Offered Original Common Units to the Person or Persons specified in the First Offer Notice on the ...

First Offer Right. As long as this Lease is in full force and effect, without material default by Tenant, Landlord agrees that prior to renting any space on the remainder of the Sixth Floor of the Building (the “First Offer Space”) to a third party, Landlord will inform Tenant in writing that it has a prospective third party tenant for the First Offer Space. On or before ten (10) business days after the date of such written notice, Tenant will have the right (the “First Offer Right”) to send Landlord a notice stating that Tenant elects to rent all, but not less than all, of the First Offer Space. It is the intention of the parties that after the exercise by Tenant of the First Offer Right there shall remain at least five (5) years on the Term of the Lease. Accordingly, Tenant’s exercise of the First Offer Right shall be conditioned either upon its exercise of the renewal right contained in this Lease or upon its entering into a Lease Amendment extending the Term of the Lease for at least five (5) years. If the time of the exercise of such right is within one year of the three (3) year anniversary of the Rent Commencement Date, Tenant’s exercise of such right shall be conditioned upon Tenant’s express waiver of its Termination Right set forth in §31.19 below. Tenant=s notice electing to rent the First Offer Space must be postmarked within the ten (10) business day period and sent by Registered or Certified Mail, Return Receipt Requested, time being of the essence. If Tenant does not timely exercise the First Offer Right, Landlord will be thereafter free to rent the First Offer Space to another tenant or tenants. In the event Tenant exercises the First Offer Right, then on the earlier of the date of Substantial Completion of Improvements to the First Offer Space, or the date Tenant takes occupancy of the First Offer Space, the Lease shall be deemed amended to include the First Offer Space as part of the Premises at a rental rate equal to the then applicable Basic Rent due hereunder, and Tenant’s Proportionate Share as defined in this Lease shall be adjusted by reason of the addition of such First Offer Space. The work to integrate the First Offer Space into the Premises shall be performed by Tenant for which Tenant will receive an improvement allowance from Landlord determined by pro-rating the amount originally expended per square foot for Landlord’s Work pursuant to Exhibit C over the remaining Term of the Lease.

First Offer Right. At least 30 days prior to making any ----------------- Transfer of any Preferred Stock, Underlying Common Stock or the Notes (other than an Exempt Transfer) the transferring Investor (the "Transferring Investor") shall deliver a written notice (the "Offer Notice") to the Company and the other Investors (the "Other Investors"). The Offer Notice shall disclose in reasonable detail the proposed terms and conditions of the Transfer. First, the Company may elect to purchase all (but not less than all) of the Preferred Stock, Underlying Common Stock or the Notes specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor and the Other Investors as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Preferred Stock, Underlying Common Stock and the Notes within such ten-day period, each Other Investor may elect to purchase all (but not less than all) of its Pro Rata Share (as defined below) of the Preferred Stock, Underlying Common Stock and the Notes specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor as soon as practical but in any event within 20 days after delivery of the Offer Notice. Any Preferred Stock, Underlying Common Stock or Notes not elected to be purchased by the end of such 20-day period shall be reoffered for the ten-day period prior to the expiration of the Election Period by the Transferring Investor on a pro rata basis to the Other Investors who have elected to purchase their Pro Rata Share. If the Company or any Other Investors have elected to purchase Preferred Stock, Underlying Common Stock or Notes from the Transferring Investor, the transfer of such interests shall be consummated as soon as practical after the delivery of the election notices, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company and the Other Investors have not elected to purchase all of the Preferred Stock, Underlying Common Stock and the Notes being offered, the Transferring Investor may, within 90 days after the expiration of the Election Period, transfer such Preferred Stock, Underlying Common Stock and Notes to one or more third parties at a price no less than the price per share (or price, in respect of the Notes) specified in the O...

First Offer Right. Commencing June 1, 2000 and terminating May ----------------- 31, 2003, Tenant shall have a one-time right of first offer to lease each increment of space comprising two thousand (2,000) rentable square feet or more and located on the twelfth (12th) through seventeenth (17th) floors of the Building (each of which is a "First Offer Increment") which becomes "available for lease" after June 1, 2000 and prior to May 31, 2003. Without limitation, an increment of space shall not be deemed "available for lease" within the meaning of this Paragraph 53 if (i) the then tenant under an expiring lease of such space desires to renew or extend its lease (regardless of whether such tenant shall now or at such time have a right or option to so renew or extend) or (ii) any tenant of the Building exercises an expansion option or right of first offer or refusal to lease such space, which expansion option or right of first offer or refusal has been granted prior to June 1, 2000. Upon Landlord obtaining knowledge of any such increment of space becoming available, Landlord shall so notify Tenant in writing, identifying the space and specifying the availability date (or estimated availability date); provided, however, that Landlord shall have no obligation to deliver any such availability notice (i) prior to June 1, 2000 (and Tenant shall have no rights under this Paragraph 53 prior to such date), (ii) prior to six (6) months prior to the estimated availability date, or (iii) in any given calendar year (and Tenant shall not have any right of first offer pursuant to this Lease during such calendar year) unless on or prior to December 1st of the preceding calendar year Tenant shall deliver written notice to Landlord requesting that Landlord deliver to Tenant availability notices pursuant to this Paragraph 53 during such given calendar year.

First Offer Right. Subject to the approval by Seller’s ground lessee of the Retained Property (the “Ground Lessee”) and in consideration of the Purchase Price, Buyer shall have a right of first offer (the “Right of First Offer”) to purchase or lease the Retained Property on the terms set forth in this Section 10.6. Seller shall use commercially reasonable efforts to obtain the Ground Lessee’s consent to the Right of First Offer prior to expiration of the Due Diligence Period. 10.6.1 If Seller elects to sell or lease any portion of the Retained Property to any unaffiliated third party, prior to conducting any marketing activity, Seller will deliver to Buyer a written offer (the “Offer”) setting forth all the material terms upon which Seller proposes to sell or lease the Retained Property and offering to sell or lease the Retained Property to Buyer on the same terms. Buyer shall have ten (10) business days after receipt of an Offer in which to notify Seller (the “Notice”) that it would like to purchase the Property on the terms set forth in the Offer. If Buyer provides the Notice, within a reasonable time thereafter Seller and Buyer shall enter into a mutually satisfactory purchase and sale agreement (on substantially similar terms as this Agreement to the extent such terms are relevant) with respect to the sale of the Retained Property, or a mutually satisfactory lease of the Retained Property, and the sale or lease of the Retained Property will be completed pursuant to such agreement or lease. If Buyer does not timely deliver the Notice or rejects the Offer or if despite reasonable good faith efforts, Buyer and Seller fail to enter into a purchase agreement or lease within forty-five (45) days after delivery of Buyer’s Notice, Seller may sell or lease the Retained Property pursuant to Section 10.6.2. 10.6.2 If Buyer does not timely deliver the Notice, Seller may sell or lease the Retained Property to any unaffiliated third party on any terms desired by Seller so long as the terms are not “materially more favorable” to the third party buyer than those of the Offer. In the event that the proposed terms of a sale or lease are “materially more favorable” than the terms of the Offer, then Seller shall re-offer the Retained Property to Buyer on such terms and Buyer shall have five (5) business days after receipt of the written re-offer in which to deliver a Notice with respect to the re-offer. If Buyer provides the Notice, then within a reasonable time thereafter, Seller and Buyer...

First Offer Right. (i) At any time any Member proposes to Transfer to a third party any Company Secutities issued to such Member, such Member shall deliver written notice (the "Offer") to the Company and each other Member which shall set forth the number of such Company Securities (the "Member Securities") and the terms on which the Member Securities are to be offered. Within 20 days following the effectiveness of the offer, each other Member shall give notice (the "Purchase Notice") to such Member, with a copy to the Company, stating the maximum percentage of the Secutities each such other Member is willing to purchase upon the terms set forth in the Offer. (ii) For the purpose of this Section 3.3, if any Member does not deliver a Purchase Notice within the time required by this Section 3.3 such Member shall be deemed to have provided a Purchase Notice on the last day on which a Purchase Notice may be provided specifying no interest in purchasing the Member Securities. (iii) In the event that the total number of Member Securities that the other Members are willing to purchase from such selling Member equals the number of offered Member Securities, then such selling Member shall be bound to sell to the other Members and the other Members shall be bound to purchase from such Member the Member Securities. If the total number of Member Securities that the other Members are willing to purchase from such selling Member is less than the number of offered Member Securities, then, such selling Member shall be permitted to sell all, but not less than all, of the Member Securities to a third party on terms not less favorable than those set forth in the Offer. If the total number of Member Securities that the other Members are willing to purchase from such selling Member is more than the number of offered Member Securities, then, each other Member shall be permitted to purchase up to its ratable portion of the Member Securities based on its current interest in the Company Securities on an as converted or exercised basis. (iv) The closing of the sale of the Member Securities to the other Members shall occur at such selling Member's election at a time and place specified by such selling Member during business hours and no more than 180 days after the delivery of the Offer. In the event that the other Members do not purchase the Member Securities within such 180 day period, such selling Member may sell the offered Member Securities to a third party. (v) If, prior to the closing of the sal...

First Offer Right. Subject to the provisions of this Paragraph 58, throughout the Lease term, (but not during the final thirty-six (36) months of the Lease term, unless the Lease term has been or may be further extended in writing, it being understood that exercise of the Right of First Offer during such thirty-six (36) month period shall, concurrent with Tenant’s expansion into the First Offer Space, be deemed to automatically extend this Lease as set forth in Paragraph 57 above) (the “Right of First Offer Period”), Tenant shall have a continuing right of first offer to lease space within the low-rise elevator bank of the Building (exclusive of the first floor) (the “First Offer Space”) if the First Offer Space is “available for lease,” as defined below, or will become available for lease within twelve (12) months after Landlord’s receipt of Tenant’s Right of First Offer Rental Notice (as defined below). The First Offer Space shall not be deemed “available for lease” if the tenant under an expiring lease of the First Offer Space desires to renew or extend its lease, whether pursuant to a renewal option or a new arrangement with Landlord, or if any tenant of the Building exercises an option or right of first offer to lease such space, which option or right of first offer existed prior to the date of this Lease.

First Offer Right. The Series A Stockholder (or its designees) may elect to purchase any or all of the Shares upon the terms and conditions set forth in the Offer Notice, by delivering a written notice of such election to the Transferring Stockholder and the Company within 15 days after the Offer Notice has been received by the Series A Stockholder ("First Offer Option Period"). If the Series A Stockholder elects not to purchase all of such Offered Shares, such portion of the Offered Shares not so purchased may be sold by the Transferring Stockholder to any of the Prospective Transferees at any time within 45 days following the expiration of the First Offer Option period; provided, however, that such sale is made in strict conformity with the terms and conditions of the Offer Notice or at a purchase price (and not less cash consideration) greater than that set forth in the Offer Notice.

First Offer Right. The Employee shall have a right of first offer (a "FIRST OFFER RIGHT") to ----------------- acquire all of the Partnership's direct and indirect ownership interest in Monroe Valley Golf Club ("MVGC"), located in Jonestown, Pennsylvania, on the ---- terms set forth below. Within 120 days following the Employee's employment termination date, the Partnership shall offer MVGC for sale to the Employee at an arm's-length price as determined by the Board, in its sole discretion (the "ASKING PRICE"). The Employee will be required to accept or decline this offer ------------ within 30 days, and if the Employee does not do so he shall be deemed to have declined such offer. If the Employee declines to purchase MVGC for the Asking Price, the Partnership may subsequently sell MVGC to any third party, provided -------- that if the price offered to such third party is less than 92.5% of the Asking Price, the Partnership must first provide the Employee with a new opportunity to acquire MVGC at the price offered to such third party. The Employee would be required to accept or decline any such offer within 20 days, and if the Employee did not do so he would be deemed to have declined such offer. Notwithstanding the foregoing, if a binding agreement for the sale of MVGC has not been entered into by the Partnership by the second anniversary of the Employee's termination of employment, the Board shall retain two accredited independent appraisers to determine the fair market value of MVGC, and, before the 60th day following the second anniversary of the Employee's termination of employment, MVGC will be offered for sale to the Employee for the average of the two appraisal values stated by the independent appraisers. The Employee shall accept or decline this offer within 20 days. If the Employee does not accept the offer within such period, the Partnership shall be under no further obligation to offer MVGC for sale to the Employee or any other party, and shall be free to sell MVGC to any party at any price at any time, without restriction. If the Employee purchases MVGC, Section 6 of the Agreement shall not be violated by either (a) the continued operation of MVGC or (b) the Employee's solicitation for employment of individuals employed at MVGC at the time of such purchase. Notwithstanding anything in this Agreement or this Schedule C to the contrary, the Partnership shall have no obligation pursuant to this First Offer Right if the Employee has violated his obligations pursuant...