First Refusal Notice. Except as provided in Section 10.2, Section 10.5 or Section 10.6, if, subsequent to five (5) years after the date hereof, any Party desires to sell all of its and its Affiliates’ Total Interest in the Company it shall give written notice (the “First Refusal Notice”) of such intention to the other Parties (the Party issuing the First Refusal Notice is hereinafter called the “Offeror” and the Parties receiving the First Refusal Notice are hereinafter called the “Offerees”). The First Refusal Notice must set forth (i) the price (the “Refusal Price”) and terms upon which the Offeror has received a bona-fide, third party, arms-length offer to purchase such Total Interest (the Total Interest in the Company subject to the First Refusal Notice is hereinafter called the “Subject Interest”) subject to all liabilities of the Company as of that date, (ii) a copy of such third-party offer, and (iii) the name and address of the proposed purchaser (the “Purchaser”), provided, that the Offeror shall deal with only one Purchaser at a time and the Purchaser shall not be an Affiliate of the Offeror. The Refusal Price set forth therein must be payable with cash consideration only, although, at the Offeror’s election, payment of portions of such cash consideration may be deferred and paid, with interest, in one or more installments after closing. If the First Refusal Notice provides that payment of a portion of the Refusal Price is to be deferred, then the required collateral for such deferred payment shall be described in the First Refusal Notice and shall be the Subject Interest to be purchased and/or a certificate of deposit, irrevocable stand-by letter of credit, or other type of collateral which is generally available, liquid, and not unique. Such First Refusal Notice shall constitute an offer by the Offeror to sell to the Offerees the Subject Interest specified in the First Refusal Notice for such price and terms, exclusive of any brokerage or similar commission provided for therein. Except as set forth in Section 10.5 or Section 10.6, none of the Parties may give a First Refusal Notice until at least five (5) years from the date of this Agreement.
First Refusal Notice. If the Founder or any Purchaser proposes to sell or transfer (other than transfers that are exempt under Section 7.5 below) any capital stock of the Company held by the Founder or such Purchaser in one or more related transactions, the Founder or such Purchaser (a “Proposed Seller”) shall promptly give written notice (the “First Refusal Notice”) to the Company and each Major Purchaser at least thirty-five (35) calendar days prior to the closing of such sale or transfer. The First Refusal Notice shall describe in reasonable detail (a) the number and class of shares to be sold by the Proposed Seller, (b) the date or proposed date of such transfer and the name and address of the transferee (the “Acquiror”) and (c) the principal terms of such proposed sale or transfer, including the cash or other property or consideration to be received upon such transfer. The Company and the Major Purchasers agree to keep the information contained in the First Refusal Notice confidential if so requested by the Proposed Seller.
First Refusal Notice. The First Refusal Notice shall specify the identity of the potential acquiror(s) (the "Acquiror"), the structure of the Proposed Transaction, the interests that would be sold or otherwise transferred, the price to be paid for such interests, the form of consideration, the terms of payment and the time within which the Relevant Seller(s) proposes to enter into any agreement to consummate such Proposed Transaction, and all other material terms and conditions upon which the Relevant Seller(s) proposes to enter into the Proposed Transaction (the "First Refusal Terms"), subject to the customary conditions. The First Refusal Notice shall include a representation from the party providing the notice that (i) the Acquiror has entered into a non-binding term sheet or other non-binding preliminary written document with the Relevant Seller(s) to enter into the Proposed Transaction on the First Refusal Terms; (ii) to its knowledge, the Acquiror is prepared to consummate the Proposed Transaction, subject to the satisfaction of customary conditions; (iii) the Relevant Seller(s) has no reason to believe that the Acquiror will not be able to obtain adequate financing; and (iv) the Relevant Seller(s) have a good faith intention to enter into the Proposed Transaction, subject to the satisfaction of customary conditions, on the First Refusal Terms.
First Refusal Notice. (a) Before making any disposition of any WM Shares, WMX shall actually deliver to ServiceMaster a notice (a "First Refusal Notice") specifying the number of WM Shares of which WMX intends to dispose (herein called the "Available Shares") within the Free Disposition Period (determined as specified in Section 6.6) and any 2% owner then known to WMX to which WMX intends to seek to sell any of the Available Shares. The date upon which WMX's First Refusal Notice shall actually be delivered to ServiceMaster is herein called the "First Refusal Notice Date" for that Notice. WMX shall limit the number of shares specified in any First Refusal Notice to the number of shares which WMX in good faith contemplates Transferring during the Free Disposition Period which may arise under Section 6.6 by reason of such Notice.
(b) WMX will also promptly provide ServiceMaster with such other information which ServiceMaster shall reasonably request concerning the proposed Transfer which is known or reasonably available to WMX. ServiceMaster shall reimburse WMX for all expenses which WMX may reasonably incur to provide information requested by ServiceMaster pursuant to the preceding sentence. In no event shall any delay or failure by WMX in providing information requested by ServiceMaster under this paragraph (b) have the effect of delaying the onset of the time at which WMX shall be entitled to sell the Available Shares or excusing ServiceMaster from any obligation imposed on it hereunder.
(c) For purposes of this agreement a person shall be deemed to be a "2% owner" if such person beneficially owns ServiceMaster shares representing 2% or more of (i) the shares outstanding in any class or series or (ii) the votes which could be cast in any election to any position on the ServiceMaster Board.
First Refusal Notice. If a Designated Shareholder desires to transfer any securities of the Company owned by it, then at least 60 days prior to such transfer, other than a Permitted Transfer, such Designated Shareholder must give notice (the "FIRST REFUSAL NOTICE") to the Company, the Founders, and the Investors, of its intention to effect such transfer. The First Refusal Notice must set forth (a) the number and class of Sale Shares to be sold by the Designated Shareholder, (b) the date or proposed date of such transfer and the name and address of the transferee (the "DISCRETIONARY TRANSFEREE"), (c) the principal terms of such transfer, including the cash or other property or consideration to be received upon such transfer, and (d) the percentage which the number of Sale Shares constitutes with respect to the aggregate number of securities of the Company then held by the transferring Designated Shareholder. The Company, the Founders, and the Investors agree to keep the information contained in the First Refusal Notice confidential if so requested by the Designated Shareholder.
First Refusal Notice. If a Selling Shareholder desires to transfer -------------------- any Equity Securities, Warrants or other securities of the Company owned by it (collectively, "Sale Shares"), then at least 60 days (10 days in the case of a Small Holder) prior to such transfer, other than a transfer exempt pursuant to Section 13.6, such Selling Shareholder must give notice (the "First Refusal Notice") to the Company of its intention to effect such transfer. The First Refusal Notice must set forth (a) the number and class of Sale Shares to be sold by the Selling Shareholder, (b) the date or proposed date of such transfer and the name and address of the transferee (the "Proposed Transferee"), and (c) the principal terms of such transfer, including the cash or other property or consideration to be received upon such transfer.
First Refusal Notice. If a Designated Stockholder, desires to transfer any securities of the Company owned by it, then at least 60 days prior to such transfer, other than a Permitted Transfer, such Stockholder will deliver notice (the "First Refusal Notice") to the Company and the Investors, of its intention to effect such transfer. The First Refusal Notice will set forth (a) the number and class of Sale Shares to be sold by the Designated Stockholder, (b) the date or proposed date of such transfer and the name and address of the transferee, (c) the principal terms of such transfer, including the cash or other property or consideration to be received upon such transfer, and (d) the percentage which the number of Sale Shares constitutes with respect to the aggregate number of securities then held by the transferring Designated Stockholder. The Company and the Investors agree to keep the information contained in the First Refusal Notice confidential if so requested by the Designated Stockholder.
First Refusal Notice. If a stockholder receives from anyone a bona fide offer acceptable to the stockholder to purchase any of his shares of stock, then the stockholder shall first give written notice (the “First Refusal Notice”) thereof to the corporation (attention of the Secretary of the corporation). The First Refusal Notice shall name and describe the proposed transferee (including a description of any relationship or affiliation with the holder) and state the number of shares to be transferred, the price per share and all other terms and conditions of the offer.
First Refusal Notice. Except as provided in SECTIONS 10.2(A) and 10.2(B), if, subsequent to the date which is 6 (six) full calendar years after the Project Completion Date, either Simon or Chelsea desires to sell all of its and its Affiliates' Percentage Interest in the Company it shall give written notice (the "First Refusal Notice") of such intention to the other Member (the Member issuing the First Refusal Notice is hereinafter called the "Offeror" and the Member receiving the First Refusal Notice is hereinafter called the "Offeree"
First Refusal Notice. In the event that the Company receives a term sheet from a Third Party regarding a potential Business Combination with such Third Party (which term sheet, at the minimum, contains a proposed acquisition price, whether on a per share or enterprise basis), the Company shall provide the Investor with a notice of the potential Business Combination and a copy of the term sheet, in the manner set forth in clause (b) of Section 5.5 below (“First Refusal Notice”). The Investor shall have two (2) business days from the date of receipt of the First Refusal Notice (calculated as set forth in Section 5.5) to notify the Company, in the manner set forth in Section 5.5, that it desires to pursue a Business Combination on substantially the same terms as the terms specified in the Notice (“Exercise Notice”).
