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. At least 30 days prior to making any Transfer of any Investor Stock (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 Investor Stock 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 Investor Stock within such ten-day period, each Other Investor (or any Affiliate thereof) may elect to purchase all (but not less than all) of its Pro Rata Share (as defined below) of the Investor Stock 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 Investor Stock 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 (or any Affiliate thereof) who have elected to purchase their Pro Rata Share. If the Company or any Other Investors have elected to purchase Investor Stock from the Transferring Investor, the transfer of such shares 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 Investor Stock being offered, the Transferring Investor may, within 90 days after the expiration of the Election Period, transfer such Investor Stock which has not been purchased by the Company and the Other Investors (or any Affiliate thereof) to one or more third parties at a price no less than the price per share specified in the Offer Notice and on other terms no more favorable to the transferees than offered to the Company and the Other Investors in the Offer Notice. The purchase price specified in any Offer Notice shall be payable solel...
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. 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.
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. (a) If any Member (the "Transferor") wishes to make a Non-Exempt Transfer of Interests, then, at least 25 Business Days before making any such Non-Exempt Transfer (the "First Offer Election Period"), the Transferor will deliver a written notice (the "First Offer Notice") to the Company and to all Voting Members (the "Offerees").
First Offer Right. 27.1 Landlord shall not (a) sell, transfer, assign or otherwise dispose of any partial interest in the Property or any part thereof to an unrelated third party, or (b) sell, transfer, assign or otherwise dispose of its interest in the Property to an unrelated third party until at least fifteen (15) days after it has given Tenant written notice (the “Landlord’s Notice”) as herein provided of its intention to dispose of the Property. The Landlord’s Notice shall describe in reasonable detail Landlord’s determination of the Fair Market Value of the Property at which Landlord intends to sell the Property (including, if the proposed consideration for such disposition is property other than cash, the Fair Market Value of such property, in Landlord’s opinion, as of the date of the notice), and the other terms of such proposed disposition. Tenant shall have and is hereby granted the first right and option (“First Offer Right”) to purchase the Property in the manner, at the price and on the terms provided in the Landlord’s Notice. During the Term and except as required by the terms of the First Mortgage, Landlord shall not transfer, sell or convey all or any portion of the Property.
First Offer Right. Subject to the provisions of this Paragraph 58, throughout the initial term of this Lease (but not during the final twelve (12) months of the term, unless the Lease term has been further extended in writing), Tenant shall have a continuing right of first offer to lease any leasable area located on the forty-first (41st) floor of the Building (the “First Offer Space”) if the First Offer Space (or any increments thereof) becomes “available for lease,” 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 as of the date of this Lease. Upon Landlord obtaining knowledge that the First Offer Space (or some portion thereof) will be available for lease, Landlord shall send Tenant a written notice (the “First Offer Notice”) which sets forth the availability date (or estimated availability date) and other economic terms on which Landlord is prepared to offer the available First Offer Space for lease (the “First Offer Space Terms”).
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...
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.
