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. 3.1. Prior to making any transfer, sale or other disposition of any Shares (other than pursuant to: (i) a public offering; (ii) a Permitted Transfer; or (iii) Rule 144 under the Securities Act), the Stockholder shall deliver a written notice of the proposed disposition ("Offer Notice") to Buyer, which shall state (i) the number of Shares proposed to be transferred, (ii) the proposed purchase price and (iii) all other material terms and conditions of such transfer. During the period commencing on the date that the Buyer receives the Offer Notice and expiring at the end of business on the tenth (10th) Business Day following such date (the "Election Period"), Buyer may elect to purchase all, but not less than all, of the Shares subject to the Offer Notice (the "Offered Shares") for cash at the purchase price set forth in the Offer Notice (the "Offer Price"), by delivering written notice of exercise to the Stockholder (the "Buyer Notice") and Seller, WCI or Sony, as appropriate, shall sell to Buyer the Offered Shares at such price if Buyer elects to exercise its rights under this Section 3.1.
3.2. The closing of the Buyer's rights to purchase the Offered Shares shall be held at the New Jersey offices of Buyer, or if no such offices exists, at some other location mutually agreed upon by the Buyer and the holders of a majority of the Offered Shares, at 11:00 a.m., local time, no later than the fifth (5th) Business Day after delivering the Buyer Notice to Stockholder (the "Offered Shares Closing"). At the Offered Shares Closing, the Stockholder shall deliver certificates representing the Shares, duly endorsed for transfer and accompanied by all requisite transfer taxes, if any, and such Shares shall be free and clear of any liens and the Stockholder shall so represent and warrant on behalf of itself, and further represent and warrant that each of the Stockholders is the sole beneficial and record owner of the Shares owned by it. At the Offered Shares Closing, Buyer shall deliver to each Stockholder, by wire transfer in immediately available funds, payment for all of the Offered Shares or shall make other arrangements for payment satisfactory to the Stockholder. At the Offered Shares Closing, all of the parties to the transaction shall execute such additional documents as are otherwise necessary or appropriate.
3.3. If Buyer does not elect to purchase the Offered Shares during the Election Period, the Stockholder may, within ninety (90) days after the date of the ...
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. Subject to the provisions of this Paragraph 6, throughout the New Term (but not during the final two (2) years of the New Term, unless the Lease term has been further extended in writing), Tenant shall have a continuing right of first offer (the “First Offer Right”) to lease space in Building 3 or Building 8 that becomes “available for lease,” as defined below (each a “First Offer Space”). 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 as of the date of this Lease. Upon Landlord obtaining knowledge that a First Offer Space will be available for lease, Landlord shall send Tenant a written notice (the “First Offer Notice”) which identifies the First Offer Space (including the rentable square footage thereof), sets forth Landlord’s good faith determination of the Prevailing Market rate (as defined in Paragraph 5.e. above) for the First Offer Space and, if Prevailing Market terms include a tenant improvement allowance or other leasing concessions, Landlord’s good faith determination of such allowance and other leasing concessions.
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 i. Promptly after the Placement Agent is engaged, IWCH will send to the PWH Noteholders written notice of such engagement. Whether or not IWCH delivers such notice, at any time after an Exchange Notice is given and prior to the 30th day after such PWH Noteholder receives the notice from IWCH described in the preceding sentence, any PWH Noteholder may offer to purchase all or a portion of the shares of Series H Stock to be issued upon the exchange of the PWH Notes by delivering to IWCH written notice (a "FIRST OFFER NOTICE"). Each First Offer Notice will state the price (or the maximum price) per share of Series H Stock which such PWH Noteholder would pay for such Series H Stock and the aggregate purchase price or the percentage of such shares (or the maximum aggregate purchase price or maximum percentage of such shares) which such PWH Noteholder would be willing to pay or purchase.
ii. If IWCH receives any First Offer Notice from any PWH Noteholder, then no Post-Exchange Sale as to which the PWH Note Exchange Price is equal to or less than the price (or the maximum price) per share set forth in such First Offer Notice will be consummated (and no offer to consummate such a Post-Exchange Sale will be accepted) unless IWCH gives such PWH Noteholder written notice of the terms and conditions of such Post-Exchange Sale not fewer than ten Business Days prior to such consummation or acceptance and such PWH Noteholder is permitted to purchase in such Post-Exchange Sale, at the same price and upon the same other terms and conditions as all other Series H Purchasers, such quantity of such shares of the Series H Stock as such PWH Noteholder desires to purchase (up to the quantity or maximum quantity of such shares, by price or percentage, specified in such First Offer Notice). Any PWH Noteholder described in the preceding sentence may elect to purchase shares of Series H Stock by giving IWCH written notice (a "PURCHASE NOTICE") during the ten Business Days after it receives the notice from IWCH described in the preceding sentence, and any PWH Noteholder who so elects will be a Series H Purchaser. Each Purchase Notice will set forth the quantity of shares that such PWH Noteholder desires to purchase.
iii. If more than one PWH Noteholder has the right to purchase shares of Series H Stock by reason of clause (ii) above and the PWH Noteholders who deliver Purchase Notices elect in the aggregate to purchase more than the number of shares of Series H Stock to be issued upo...
First Offer Right ii) If, at any time any Purchaser (an "Offeror") wishes to make a transfer of Warrants in compliance with Section 14(b)(ii) above (other than to a Person who is simultaneously therewith purchasing Loans from such Offeror and agrees to be bound by the provisions of this Section 14(d)), then, at least ten (10) Business Days before making any such transfer (the "Offer Election Period"), the Offeror will deliver a written notice (the "Offer Notice") to the Company. The Offer Notice will specify the proposed number of Warrants to be the subject of such transfer (the "Offered Warrants") and disclose in reasonable detail the proposed terms and conditions of the transfer.
First Offer Right. If, at any time after the Closing, Acquisition Company or the Foundation (each a "Selling Holder") proposes to Transfer shares of Common Stock or Warrants to any Person other than the Company or a Wholly Owned Subsidiary (other than to a Permitted Transferee, or pursuant to the Common Put, the Call, a Tag-along Right, a Warrant Tag-along Right or a Special Foundation Transfer Without Consideration), then such Selling Holder will, not fewer than forty-five (45) days prior to making such Transfer, give notice (the "Transfer Notice") to the Company (and the Company shall promptly provide notice to the other Stockholders) specifying (i) the number of shares of Common Stock or Warrants proposed to be Transferred (the "Offered Securities"), and (ii) the price (the "Offered Price") and the other terms and conditions upon which such Selling Holder proposes to Transfer such Offered Securities. After receipt of a Transfer Notice by the other Stockholders, the Selling Holder shall in a timely manner provide any other Stockholder with any written information regarding the proposed Transfer as reasonably requested by such Stockholder.