First Refusal. At any time after the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Date, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an "OFFEROR'S NOTICE"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted within 20 business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer shall be settled within 10 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), sell all, but not less than all, of such portion of the Op...
First Refusal. (a) If prior to October 10, 2001, either Tracinda or Seven (as appropriate in this Article IV, the "Transferring Party"), desires to sell, ------------------ transfer, assign, pledge or otherwise dispose of (a "Transfer"), directly or -------- indirectly, in whole or part, all or any portion of the shares of capital stock of the Company beneficially owned by it, the Transferring Party shall provide the other party (the "Non-Transferring Party") with a written notice (the "First ---------------------- ----- Refusal Notice") (which First Refusal Notice may be sent concurrently with the -------------- Tag-Along Notice which may be required to be sent with respect to such transaction pursuant to Section 3.2 of the Shareholders Agreement) setting forth:
(i) the number and class of shares of capital stock of the Company proposed to be Transferred;
(ii) that the Transferring Party has received a bona fide written offer from a prospective purchaser of said shares of capital stock of the Company;
(iii) the name and address of the prospective purchaser;
(iv) the material terms and conditions of such proposed transaction; and
(v) that the Transferring Party is offering to Transfer such shares of capital stock of the Company to the Non-Transferring Party on the same terms and conditions as contained in the bona fide offer. The Non-Transferring Party shall have 20 calendar days following the receipt of the First Refusal Notice to respond as to whether it desires to purchase the shares of capital stock of the Company specified in the First Refusal Notice. Such 20 calendar day period shall be referred to as the "Response Period." --------------- Within the Response Period, the Non-Transferring Party shall, by notice in writing to the Transferring Party, have the opportunity and right to purchase (on the terms and conditions specified in the First Refusal Notice) the shares of capital stock of the Company specified in the First Refusal Notice. If the Non-Transferring Party shall not respond within the Response Period, then such party shall be deemed to have waived its right to purchase the shares of capital stock of the Company specified in the First Refusal Notice. If the Non- Transferring Party fails to exercise or waives its right to purchase the shares of capital stock of the Company referred to in the First Refusal Notice, then the Transferring Party shall be free, for a six-month period, to enter into a definitive agreement to Transfer such shares of capital stock o...
First Refusal. In the event that TLO desires to enter into a third-party dedicated storage arrangement (a “Storage Contract”) for any storage tank subject to this Agreement and existing on the Commencement Date (a “Subject Tank”), TLO shall provide Tesoro with (i) written notice of its intent to enter into a Storage Contract and the general terms of such transaction and (ii) a thirty (30)-day period (beginning upon Tesoro’s receipt of such written notice) (the “Offer Period”) in which Tesoro may make a good faith offer to enter into a Storage Contract with TLO with respect to such Subject Tank (the “Right of First Refusal”). If Tesoro makes an offer on terms no less favorable to TLO than the third-party offer for a Storage Contract with respect to such Subject Tank during the Offer Period, then TLO shall be obligated to enter into a Storage Contract with Tesoro. If Tesoro does not exercise its Right of First Refusal in the manner set forth above, TLO may, for the next ninety (90) days, proceed with the negotiation of the third-party Storage Contract. If no third-party Storage Contract is consummated during such ninety-day period, then the terms and conditions of this Section 32(g) shall again become effective with respect to such Storage Tank.
First Refusal. At any time after the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Date, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an
First Refusal. 8 Section 7.1 New Product..................................... 8 Section 7.2 Right of First Refusal.......................... 8 8. COMPENSATION..................................................... 8 9. POLICIES......................................................... 9
First Refusal. At any time after the first occurrence of a Purchase Event and prior to the later of (a) the expiration of 24 months following the first purchase of shares of Common Stock upon exercise of the Option and (b) the termination of the right to exercise the Option pursuant to Section 3(c), if FirstMerit desires to sell, assign, transfer, or otherwise dispose of all or any of the shares of Common Stock or other securities purchased by it upon exercise of the Option, FirstMerit shall give CoBancorp written notice of the proposed transaction (an "Offeror's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by FirstMerit to CoBancorp, which may be accepted within 10 business days after receipt of such Offeror's Notice by CoBancorp, to sell such shares or other securities to CoBancorp on the same terms and conditions and at the same price as those set forth in the Offeror's Notice for the proposed transaction. The purchase of any such shares or other securities by CoBancorp shall be settled within 10 business days of the date of the acceptance of the offer by CoBancorp, and the purchase
First Refusal. Upon conclusion of the initial year of GA/RA I assistantship, a returning graduate student who is academically qualified will be offered first right of refusal for a GA/RA I assistantship in the immediate subsequent year provided they have not received the maximum allocation in (a) above.
First Refusal. 10 Section 4.1. First Refusal.................................... 10 Section 4.2. Legend........................................... 12
First Refusal. In the event Lessors should desire to sell the leased premises during the term of this lease or any extended term. Lessors shall submit to Lessee in writing any bona fide offer received by Lessors, which writing shall name the offeror, the amount offered, and any other condition of the offer. Lessee shall thereafter have the right, for fifteen (15) days, in which to purchase the said premises upon the same terms and conditions as contained in said offer. In the event Lessee should fail to exercise the right to purchase within said fifteen (15) days, Lessors shall then be free to sell said premises to said offeror, however, the said premises shall not be sold for a less amount or upon more favorable terms and conditions than contained in said offer submitted to Lessee without Lessors again offering the same to Lessee. The right and privilege contained in this paragraph for the purchase of the leased premises shall only apply to Lessee or a successor bank.
First Refusal. At any time after the first occurrence of a Purchase Event and prior to the later of (a) the expiration of 24 months following the first purchase of shares of Common Stock upon exercise of the Option and (b) the termination of the right to exercise the Option pursuant to Section 3(c), if FirstMerit desires to sell, assign, transfer, or otherwise dispose of all or any of the shares of Common Stock or other securities purchased by it upon exercise of the Option, FirstMerit shall give Signal written notice of the proposed transaction (an "Offeror's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase such shares or other securities signed by such
