First Refusal Offer Clause Samples

First Refusal Offer. If Lessor has received a bona fide written offer from a third party to purchase the Aircraft (a “Third Party Offer”) and the Lessor wishes to accept such offer, Lessor shall, prior to accepting such offer, provide Lessee with a notice (the “Notice”) proposing to sell the Aircraft to the Lessee or its affiliates on the same terms and conditions as the Third Party Offer (a “First Refusal Offer”).
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First Refusal Offer. If, at any time, the Shareholders desire to effect a direct or indirect transfer to any Person (“Selling Shareholder”), including through a direct or indirect change in Control of the Selling Shareholder, other than to an Exempt Transferee or Permitted Transferee, of any of their Shares such Selling Shareholder (or in the case of an indirect transfer, the Affiliate that Controls the Selling Shareholder) must first receive a bona fide arm’s-length offer from such Person (“Original Offer”) setting forth (i) the number of Shares such Person offers to purchase (“Offered Shares”), (ii) the purchase price per Offered Share (“Subject Price”) and the payment terms, (iii) the name and qualification of the potential buyer, and (iv) all the other terms and conditions on which such Person is offering to purchase the Offered Shares (“Right of First Refusal”). Exclusively in the case of a change in Control of the Selling Shareholder, as applicable, (x) the Offered Shares shall be all of the Shares owned by the Selling Shareholder and (y) the Subject Price shall be a reasonable allocation of (A) the consideration payable for direct or indirect Control of the Selling Shareholder to (B) the total number of Shares owned by the Selling Shareholder. The provisions of this Section 5.2(a) shall not apply to any transfer by EPV to JAA in connection with the existing agreement between JAA and EPV, dated January 28, 2008.
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First Refusal Offer 
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Related to First Refusal Offer

  • First Refusal Rights The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors within 10 days after the Sale Notice has been delivered to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering written notice of such election to Executive within 10 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall be subject to the provisions of this paragraph 4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

  • Offer Notice (i) The Company shall give written notice (the “Offering Notice”) to the Sponsor stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities. (ii) The Offering Notice shall constitute the Company’s offer to sell the New Equity Securities to the Sponsor, which offer shall be irrevocable for a period of three (3) business days (the “ROFO Notice Period”).

  • Refusal to Transfer The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

  • First Right of Refusal If any Partner shall enter into an agreement to sell their ownership interest in the Partnership with an individual or entity that is not a current Partner, the following parties must be given a first right of refusal before such a transaction can take place:

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.