First Refusal Right Sample Clauses

First Refusal Right. If any Holder desires to Transfer any Executive Securities other than in an Exempt Transaction or a transaction pursuant to Section 6(c), such Holder (the "Transferring Holder") shall deliver a written notice (the "Offer Notice") to the Company and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase all or any portion of the Executive Securities specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within thirty (30) days following the delivery of the Offer Notice (the "Company Offer Period"). (ii) If the Company has not elected to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Securities not elected to be purchased by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within sixty (60) days following the delivery of the Offer Notice. If the Company and/or CHS have elected to purchase all or any of the Executive Securities offered by the Transferring Holder, the Transfer of such Executive Securities to the Company or CHS, as the case may be, shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations...

First Refusal Right. (a) For purposes of this Section 1.3, the term "First Refusal Space" shall mean, as the context may require, any one or more of the following four spaces individually or all four of such spaces collectively: (i) the space of approximately 10,462 square feet commonly known as ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ and presently occupied by Farmers Insurance; (ii) the space of approximately 6,489 square feet commonly known as ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ and presently occupied by Gryphon Sciences; (iii) the space of approximately 24,725 presently occupied by ViroLogic, Inc. on the easterly end of the building commonly known as ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇; and (iv) the building commonly known as ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, presently occupied by Cytokinetics, Inc. and containing approximately 50,195 square feet (the "280 East Grand Building"). The four spaces constituting the First Refusal Space are designated as such on the Site Plan.

First Refusal Right. KBS shall provide written notice to the Company containing all of the terms and conditions of the required Services (a “Service Notice”), and the Company shall be entitled to provide such Services on such (or better) terms and conditions. If the Company intends to exercise its first refusal right, it must deliver to KBS a commitment (a “Service Commitment”) to do so as soon as practicable and in no event later than thirty (30) days after receipt of the Service Notice from KBS or its subsidiaries. If the Company fails to provide a Service Commitment within the 30-day period or waives its first refusal right prior to that time, then KBS will be free to obtain such Services from any third party. All Services to be provided by the Company pursuant to this Agreement shall be provided by the Company in its sole discretion.

First Refusal Right. The Registrant (and/or any person designated by the Registrant) shall thereupon have the option exercisable by written notice delivered to the Holder within five (5) business days after the receipt of the Registration Notice proposed to be so sold for cash at a price equal to the product of (i) the number of Registrable Securities to be so purchased by the Registrant and (ii) the then Fair Market Value of such shares, subject to Section 2(f) hereof.

First Refusal Right. At least 30 days prior to making any Transfer of any Stockholder Shares (other than pursuant to a Sale of the Company or a Public Offering), the transferring Stockholder (the “Transferring Stockholder”) shall deliver a written notice (an “Offer Notice”) to the Company and to the holders of the Series B Preferred Stock (the “Offerees”). The Offer Notice shall disclose in reasonable detail the proposed type, class or series, and number of Stockholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity, background and ownership (if applicable) of the prospective transferee(s), and the Offer Notice shall constitute an irrevocable binding offer to sell the Stockholder Shares to the Offerees on such terms and conditions. Each Offeree may elect to purchase all or any portion of the Stockholder 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 Stockholder as soon as practical, but in any event within 20 days after delivery of the Offer Notice. If more than one Offeree has elected to purchase the Stockholder Shares specified in the Offer Notice, the number of Stockholder Shares subject to each such agreement shall be proportionate to such Offerees’ relative Pro Rata Share (but in no event will an Offeree be obligated to purchase more than the number of Stockholder Shares specified in its election notice), or on such other basis as such Offerees shall agree. If any one or more Offerees have elected to purchase any Stockholder Shares specified in the Offer Notice, the sale of such Stockholder Shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholder, but in any event within 45 days after the expiration of the Election Period, subject to any required regulatory approvals. To the extent that the Offerees have not elected to purchase all of the Stockholder Shares being offered, the Transferring Stockholder may, within 90 days after the expiration of the Election Period and subject to the provisions of Section 4(c) below, transfer such Stockholder Shares to the Person or group of Persons identified in the Offer Notice, at a price no less than the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Offerees in the Offer Notice. Any Stockholder Shares not transferred within such 90-day peri...

First Refusal Right. 2 2C. Participation Rights. .......................................... 3 2D.

First Refusal Right. In addition to the rights conferred on Section 5.1., and in the event that ▇▇▇▇▇▇▇▇▇▇ had not exercised the call option set forth in Section 5.2. herein, DANONE shall have a first refusal right on 5% (five percent) of the Shares of the Company. If ▇▇▇▇▇▇▇▇▇▇ has exercised the call option set forth in Section 5.2. herein, DANONE's first refusal right shall extend to the 49% (forty-nine percent) of the Shares of the Company held by ▇▇▇▇▇▇▇▇▇▇.

First Refusal Right. During the period ending 30 days after the receipt of the First Refusal Notice by Customer, Customer shall have the absolute right to enter into an agreement with Owner on terms similar to the Offered Agreement in all material respects (a “ROFR Agreement”). If in its sole discretion Customer elects to exercise such right, Customer shall deliver written notice of its election to enter into such ROFR Agreement.

First Refusal Right. Except as provided in Section 5.2.2 above, the parties mutually agree that each of them shall have the right of first refusal in respect of the shares of JVC held by the other and that any sale, assignment, transfer, mortgage, pledge or other encumbrances of its shares of JVC by either of them shall be subject to the following provision that if either party (the "Selling Party") shall desire to sell, assign, or transfer any or all of its shares, it shall give the other party written notice of such desire, setting forth in such notice all of the details of such contemplated sale, assignment or transfer, including without limitation thereto, the price, currency, terms and conditions of such proposed transaction and the identity and address of the proposed purchaser or transferee. The consideration in the case of any such contemplated transaction may not be unique, or not readily procurable, or a service to be performed for the Selling Party. The other party shall have sixty (60) days after receipt of such notice to exercise its right of first refusal option to purchase such shares at the same price, in the same currency, and upon the same terms and conditions that the Selling Party has been offered and is willing to accept from the proposed purchaser or transferee, by mailing to the Selling Party a written notice thereof. If the other party so exercises its right of first refusal option to purchase, it shall have an additional four (4) months after such exercise within which to make payment for, and take title to, the stock of the Selling Party. If the other party does not so exercise its right of first refusal option, the Selling Party may sell, assign or transfer such shares to the proposed purchaser or transferee pursuant to the terms and conditions set forth in such notice to the other party.