First Offer Rights Clause Samples
First Offer Rights. Except as otherwise permitted under Section 2.2 of this Agreement, and except for Rule 144 Sales and sales of shares in public offerings pursuant to this Agreement, a Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with the provisions of this Section 2.3.
2.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance with this Section 2.3 (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 of shares of Common 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 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, subject to the other terms and conditions set forth in the Notice of Offer. Within five business days of is receipt of the Notice of Offer, the Company shall send a copy of the Notice of Offer to each other Stockholder of record.
2.3.2 Within 30 days following its receipt of the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as to the number of the Offered Shares that it is electing to purchase (such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance.
2.3.3 If the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, within 15 days following the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as to the number of Offered Shares, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance"). ...
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 Shareholder shall desire to Transfer any Capital Stock held by him, such Shareholder (the "Selling Shareholder") shall first offer such Capital Stock (the "Offered Stock") to the Company and then to the Eligible Offeree Shareholders (as hereinafter defined) in accordance with the provisions hereof.
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 Series B Termination Preferred, the transferring Series B 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 Series B 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 Series B 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 Series B 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. If at any time First Offer Space, as that term is defined in Section 1.3.2.1 below, will be Available, as such term is defined in Section 1.3.2.1 below, the conditions set forth in Section 1.3.3 are satisfied and Landlord desires to lease any or all of such space to a third party, Landlord shall first deliver notice thereof to Tenant (a “First Offer Notice”) setting forth (i) a description of such First Offer Space, (ii) the rentable square feet in such First Offer Space, (iii) the Fair Market Rent, as defined in Section 2.4.1 for such First Offer Space, (iv) the anticipated commencement date of the lease of such First Offer Space (the “Anticipated First Offer Commencement Date”), and (v) any Lease Concessions, as defined in Section 2.4.2. to be provided by Landlord. Provided all of the conditions precedent set forth in Section 1.3.3 are satisfied by Tenant, Tenant shall have the option (each a “First Offer Right”), exercisable by Tenant delivering irrevocable notice to Landlord (each an “Acceptance Notice”) within fifteen (15) business days following Landlord’s delivery of the applicable First Offer Notice, time being of the essence, to lease all the First Offer Space that is the subject of such First Offer Notice. If Tenant fails to timely give an Acceptance Notice for any First Offer Space, Tenant shall be deemed to have rejected Landlord’s offer to lease the applicable First Offer Space and Landlord shall be free to lease such space on any terms and conditions (subject to Section 1.3.1(b) below) and Tenant shall have no further First Offer Right with respect to such space; provided, that (a) Landlord shall not lease any of such space to a third party more than one hundred eighty (180) days after delivery of the First Offer Notice without again offering such unleased space to Tenant under the provisions of this Section 1.3 and (b) Landlord shall not lease any of such space to another tenant on “terms and conditions which are materially less favorable to Landlord,” as such phrase is defined in Section 1.3.2.1 than those set forth in the applicable First Offer Notice without again offering the unleased space to Tenant under the provisions of this Section 1.3.
First Offer Rights. In the event that BioLine wishes to grant a third party a license in relation to part or all of the rights under the License Technology or Jointly Owned Licensee’s Development outside of the Territory for the Development and/or Commercialization of the Licensed Product substantially comparable in nature and scope to the terms of this Agreement, (herein, an “Ex-Territory License Agreement”), prior to entering into negotiations with respect thereto with such third party, BioLine shall notify Licensee of BioLine’s interest in proceeding with negotiations for such an Ex-Territory License Agreement (the “First Offer Notice to Licensee”). Licensee shall thereafter have [***] days to consider whether it is interested in commencing negotiations with BioLine for the Ex-Territory License Agreement further to the First Offer Notice to Licensee and, if it is, Licensee shall respond to BioLine in writing (the “First Offer Response by Licensee”). Upon receipt of the First Offer Response by Licensee, BioLine and Licensee shall engage in good faith negotiations to conclude the Ex-Territory License Agreement. Should Licensee fail to provide the First Offer Response by Licensee within the aforementioned [***] day period or otherwise notifies BioLine that it is not interested in entering into the Ex-Territory License Agreement, or if, after Licensee provides the First Offer Response by Licensee, BioLine and Licensee fail to execute the Ex-Territory License Agreement within [***] days from the date the First Offer Response by Licensee is provided, BioLine shall be free to enter into negotiations with any third party with respect to the Ex-Territory License Agreement without any obligations to Licensee pursuant to this Section 2.7 (First Offer Rights).
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 ...