First Offer Rights. Subject to Sections 4(c) and 4(d), at least 45 days prior to any Transfer of Stockholder Shares by any Executive, or any of their Permitted Transferees (other than pursuant to an Approved Sale), the Person making such Transfer (the "Offering Stockholder") shall deliver a written notice (the "Transfer Notice") to the Company and to the Investors (the "Investor Offeree(s)"), specifying in reasonable detail the number and class of Stockholder Shares proposed to be transferred, the proposed purchase price (which shall be payable solely in cash) and the other terms and conditions of the Transfer. The Company may elect to purchase all or any (but not, together with the Investor Offeree(s), less than all) of the Stockholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such election to the Offering Stockholder within 30 days after the Transfer Notice has been delivered to the Company. If the Company has not elected to purchase all of the Stockholder Shares to be transferred, the Investor Offeree(s) (or their designees) may elect to purchase all (but not, in the aggregate, less than all) of the Stockholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such election to the Offering Stockholder within 20 days after the Transfer Notice has been given to the Investor Offeree(s) (the "Investor Option Period"); provided, that if both Investor Offerees make such election, such Stockholder Shares shall be allocated among the Investor Offerees on a pro rata basis in accordance with the relative number of Stockholder Shares held by such Investor Offerees. If neither the Company nor the Investor Offeree(s) (or their designees) elects to purchase all, in the aggregate, of the Stockholder Shares specified in the Transfer Notice, then the Offering Stockholder may transfer the Stockholder Shares specified in the Transfer Notice to the designated transferee at a price and on terms no more favorable to the transferee(s) thereof than specified in the Transfer Notice during the 60-day period immediately following the expiration of the Investor Option Period. Any Stockholder Shares not transferred within such 60-day period will be subject to the provisions of this Section 4(b) upon subsequent Transfer.
First Offer Rights. (i) Subject to Section 3(c) below, prior to any proposed Transfer of Common Units by any Common Partner (other than (i) a Transfer to a Permitted Transferee of such Common Partner or (ii) a Transfer by an ABRY-Affiliated Partner), the Partner proposing to make such a Transfer (the “Offering Partner”) shall deliver a written notice (the “Transfer Notice”) to each Other Partner holding Class A Common Units (the “Eligible Purchasers”) specifying in reasonable detail the number (and type) of Partner Interests proposed to be Transferred (the “Specified Securities”).
(ii) For a period of 30 days following receipt of a Transfer Notice (the “Offer Period”), the Offering Partner shall negotiate in good faith for the sale of the Specified Securities with any Eligible Purchaser expressing a good faith desire to purchase such Specified Securities, and any Eligible Purchaser may elect to offer to purchase all or any portion of the Specified Securities, for a purchase price, and on the other terms and conditions specified by such Eligible Purchaser, by delivering a written notice (a “Participation Notice”) of such election to the Offering Partner on or prior to the end of the Offer Period. The Offering Partner may, in its sole discretion, elect to accept the offer price and other terms and conditions set forth in any Participation Notice with respect to all or any portion of the Specified Securities.
(iii) If the Offering Partner receives one or more Participation Notices for the purchase of all of the Specified Securities, then the Offering Partner may transfer all of the Specified Securities to a third party, at a price and on terms and conditions no more favorable to the Offering Partner than the terms and conditions contained in the Participation Notice most favorable to the Offering Partner, during the 180-day period immediately following the expiration of the Offer Period. Any Partner Interests not transferred within such 180-day period will be once again subject to the provisions of this Section 3(b) upon subsequent transfer.
(iv) If the Offering Partner does not receive any Participation Notices within the Option Period or does not receive Participation Notices with respect to all of the Specified Securities in a single Transfer, then the Offering Partner may transfer all of the Specified Securities to a third party at a price on and on terms determined by such Offering Partner in its sole discretion, during the 180-day period immediately following the expiratio...
First Offer Rights. In the event that Holding Company determines ------------------ to launch a satellite with the following frequencies: Ku BSS frequencies (11.7 - 12.5 Ghz in Region 1, 12.2 - 12.7 Ghz in Region 2 and 11.7 - 12.2 Ghz in Region 3) (the "BSS Band") into any of the following orbital slots as such -------- orbital slots may be modified in the FCC authorization process, the ITU registration process, or in the course of frequency coordination with other systems: East Longitude: 36 degrees, 40 degrees, 48 degrees, 54 degrees, 101 degrees, 124.5 degrees, 132 degrees, 149 degrees, 164 degrees and 173 degrees; and West Longitude: 49 degree and 67 degree (the "BSS Satellites"), the Company -------------- shall give HE or its designated Subsidiaries (referred to herein as the "HE Designee") notice of such determination and the HE Designee shall have the opportunity (the "First Opportunity") to enter into a full life service ----------------- agreement with respect to some or all, but not less than half of the available capacity in the BSS Band on the applicable BSS Satellite, of the BSS transponders (the "BSS Transponders") ---------------- on the first BSS Satellite that the Company intends to place into each such slot on terms and conditions to be negotiated in good faith and consistent with normal business practice. The negotiation period with respect to capacity on each such BSS Satellite shall be for three months (the "Negotiation Period"). ------------------ The Negotiation Period may be initiated by either party on notice to the other at any time within the time period set forth below. Applied separately to each BSS Satellite, the Negotiation Period shall begin on the date on which the Company notifies the HE Designee of a firm commitment to construct a BSS Satellite; and shall commence not more than thirty months prior to the proposed launch of the BSS Satellite and end not later than fifteen (15) months prior to the date that the BSS Satellite is scheduled to be launched. If negotiations are not initiated by either party by such date or successfully concluded with a binding service agreement within the Negotiation Period, unless HE has given Company a final offer (as defined below), neither party shall have any further obligation pursuant to this Section 3(e), with respect to the BSS Satellite in question. The conclusion or failure to conclude such an agreement as to one orbital slot shall not, however, affect the parties' rights and obligations hereunder as to...
First Offer Rights. If a Stockholder shall desire to Transfer any shares of Common Stock held by him or it, such Stockholder (the "Selling Stockholder") shall first offer such Common Stock (the "Offered Stock") to the Investors and then to the Company in accordance with the provisions of this Section 2.3 (the "First Offer Right").
First Offer Rights. In the event that any Member (such Member, an "Offering Member") shall determine to offer to sell or to sell, prior to the settlement date of the first Underwritten Public Offering after the date hereof, for cash pursuant to Section 13.1(b)(vi) LLC Units owned by such Offering Member (the "First Offer LLC Units"):
First Offer Rights. 65 13.4. Take-Along Rights..........................................67 13.5. Members' Rights to Purchase Additional LLC Units...........70 13.6.
First Offer Rights. In the event that a Stockholder or any Person who acquires any Equity Securities from a Stockholder in accordance with Section 3.2 (a “Transferor”), desires to Transfer Equity Securities now or hereafter held or acquired by such Transferor, other than Transfers permitted under Section 3.2 above, the Transferor may effect such Transfer without restriction hereunder, provided that the Transferor first makes the offer(s) required by this Section 3.3 and such offer(s) are not accepted as provided in this Section 3.3.
First Offer Rights. At least 30 days prior to making any transfer of any share of the Termination Preferred, the transferring Termination Preferred Shareholder (the “Transferring Shareholder”) will deliver a written notice (the “Offer Notice”) to the Corporation. The Offer Notice will disclose in reasonable detail the proposed number of Termination Preferred Shares to be transferred and the proposed terms and conditions of the transfer. The Corporation may elect to purchase all (but not less than all) of the Termination Preferred 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 Corporation has elected to purchase Termination Preferred Shares from the Transferring Shareholder, the transfer of such shares will 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. The “
First Offer Rights. (a) Except as set forth in subparagraph (b) below, the Company shall not issue, sell or otherwise transfer for consideration (an "Issuance") any common stock or other equity securities or rights to acquire common stock or other equity securities unless, at least 30 days and not more than 60 days prior to such Issuance, the Company notifies each holder of Stockholder Shares in writing of the Issuance (including the price, the proposed purchasers thereof and the other terms thereof) and grants to each holder of Stockholder Shares the right (the "Right") to subscribe for and purchase such additional securities so issued at the same price and on the same terms as issued in the Issuance such that, after giving effect to the Issuance and exercise of the Right, the common stock or other equity securities (including, for purposes of this calculation, the issuance of common stock or other equity securities upon conversion, exchange or exercise of all securities so convertible, exchangeable or exercisable then outstanding) owned by such holder shall represent the same percentage of the outstanding common stock or other equity securities (including, for purposes of this calculation, the issuance of common stock or other equity securities upon conversion, exchange or exercise of all securities so convertible, exchangeable or exercisable then outstanding) as was owned by such holder prior to the Issuance, or such lesser amount designated by such holder. If the Company proposes to sell its equity securities in a strip of shares of Common Stock or any combination thereof (a "Strip"), the Right may only be exercised ----- to purchase a portion of such Strip. The Right may be exercised by such holder at any time by written notice given to the Company within 15 days after the giving to such holder of the notice from the Company referred to above. The closing of the purchase and sale pursuant to the exercise of the Right shall occur at least 15 days after the holder gives notice of the exercise of the Right and concurrently with the closing of the Issuance. In the event that the consideration received by the Company in connection with an Issuance is property other than cash, each holder of Stockholder Shares may, at his, her or its election, pay the purchase price for such additional securities in such property or solely in cash. In the event that any such holder elects to pay cash, the amount thereof shall be determined based on the fair value of the consideration received ...
First Offer Rights. (a) The Existing Partners, as holders of Units or Preferred Units (collectively in such capacity, the "Holders") shall have the rights set forth in this Section 4.23 as the holder of the Units and Preferred Units. The rights set forth herein are in favor of each Holder and its successors and assigns, provided that any exercise procedures to be accomplished hereunder shall be performed by each Holder or its nominee designated in writing to BPP independently of any other Holder and no other Person may accomplish such procedures or seek to exercise the preemptive rights set forth in this Section 4.23. Absent an express assignment of the rights of a Holder under this Section 4.23, no transfer by a Holder of the Units and Preferred Units or upon redemption or exchange, Preferred Stock or Common Stock shall affect the rights of the Holders hereunder.
(b) In the case of the proposed issuance by BPP of, or the proposed granting by BPP of shares of, any class of Company Stock, or any rights to subscribe for or to purchase, or any warrants or options for the purchase of, Company Stock or any stock or securities convertible into or exchangeable for Company Stock to the public, other than an issuance or sale of Common Stock as contemplated in Section 5(c)(v) of the Articles Supplementary (collectively, the "Offered Securities") other than issuance of interests in the Operating Partnership in connection with acquisitions, mergers, joint ventures and similar transactions, each Holder shall have, at any time and from time to time, the right to purchase such number of the Offered Securities equal to the product of (i) the ratio of the total number of Units (on an "as redeemed" basis), Preferred Units (on an "as redeemed" basis), Preferred Stock (on "as converted" basis) and Common Stock owned by such Holder at the time such Holder received the BPP Notice (as defined below) to the total number of Units (on an "as converted" basis), Preferred Units (on an "as redeemed" basis), Preferred Stock (on an "as converted" basis) and Common Stock outstanding at the time such Holder receives the BPP Notice, and (ii) the number of Offered Securities. On each occasion that BPP proposes to issue any Offered Securities to the public, BPP shall give to each Holder prior written notice (the "BPP Notice") of its intention, by first class mail, postage prepaid, addressed at its last address as shown by the records of BPP or the Operating Partnership describing the same, the price and the spe...
