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. Sublessor hereby grants to Sublessee, in accordance with the terms of this Section 14.13, a right of first refusal to sublease any space on the 9th floor of the Building that Sublessor desires to sublease to any third party at any time during the Sublease Term. If Sublessor makes or receives a definitive offer to sublease any portion of the 9th floor to any third party, prior to entering into such sublease, Sublessor shall offer (the "First Refusal Offer") to add such space to this Sublease for a term expiring on the same date as the Sublease Term hereunder but at such rental rate (taking into account all inducements and discounts) as Sublessor intends to sublease the space to such third party. Sublessor shall promptly deliver to Sublessee written notice of any such offer made to or received from a third party (including all material terms and conditions thereof), and Sublessee shall have ten (10) days within which to accept Sublessor's First Refusal Offer in writing. If Sublessee does not accept Sublessor's First Refusal Offer within said 10-day period, then Sublessor shall be entitled to enter into a sublease with such third party at any time within 90 days thereafter on the terms quoted in the First Refusal Offer; and if Sublessor does not so enter into such a sublease with such third party, then Sublessee's first refusal right shall again be applicable in respect of such space. Sublessee's failure to exercise its first refusal right hereunder with respect to any portion of the 9th floor shall not affect or limit Sublessee's first refusal right with respect to any other portion of the 9th floor.
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 000 Xxxx Xxxxx Xxxxxx, Xxxxx 00 and presently occupied by Farmers Insurance; (ii) the space of approximately 6,489 square feet commonly known as 000 Xxxx Xxxxx Xxxxxx, Xxxxx 00 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 000 Xxxx Xxxxx Xxxxxx; and (iv) the building commonly known as 000 Xxxx Xxxxx Xxxxxx, 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. In the event Licensor intends to grant to a third party other than Licensee the exclusive license to use the Trademarks in the Territory for or in connection with the identification, advertisement, manufacture, marketing, sale and distribution of any of the Licensed Accessories, Licensor shall provide a written notice (the “License Notice”) to Licensee specifying the terms and conditions upon which Licensor desires to grant to the third party such exclusive license. Licensee shall have a right of first refusal, exercisable within thirty (30) days following its receipt of the License Notice, to obtain the exclusive license on the terms and conditions no less favorable to Licensor than those specified in the Licensor Notice. In the event Licensee exercises the right of first refusal pursuant to the foregoing, Licensor and Licensee shall discuss in good faith the applicable terms and conditions between the parties. Notwithstanding such good-faith discussion if the parties hereto fail to achieve an agreement regarding such license within sixty (60) days after Licensee’s exercise of the right of first refusal, Licensor shall have a right to grant to a third party other than the Licensee the exclusive license, but upon the terms and conditions no less favorable to Licensor than those specified in the Licensor Notice.
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. 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. 5 2C. Participation Rights...............................................5 2D.
First Refusal Right. No party will sell, transfer or otherwise dispose of any of the shares of SNW at any time (other than to majority owned subsidiaries of that party) unless the other parties shall have been given the opportunity, in the following manner, to purchase (or cause a corporation, entity, person or group designated by them to purchase) such shares:
a. The selling party shall notify the other parties in writing of such intention, specifying the shares proposed to be disposed of and the proposed terms thereof.
b. The other parties shall have the right, exercisable by written notice given by them to the selling party within 30 days after receipt of such notice of intention, to purchase (or to cause a corporation, entity, person or group designated by them to purchase) all or any part of the shares specified in such notice of intention on the terms and at the price set forth therein.
c. If the other parties exercise their right of first refusal hereunder, the closing of the purchase of the shares with respect to which such right has been exercised shall take place within 60 days after the other parties give notice of such exercise.
d. If the other parties do not exercise their right of first refusal hereunder within the time specified for such exercise, the selling party shall be free during the period of 60 days following the expiration of such time for exercise to sell the shares to the purchaser specified in such notice of intention at the price specified therein or at any price in excess thereof. Any shares not sold by the selling party within said 60 day period shall continue to be subject to the provisions of this Section 12.
e. If the other parties shall designate another corporation, entity, person or group as the purchaser pursuant to this Section 12, the giving of notice of acceptance of the right of first refusal by the other parties shall constitute a legally binding obligation of the other parties to complete such purchase if such other corporation, entity, person or group shall fail to do so.
f. The right of any party to sell its shares to a third party shall be subject to the condition that any such purchaser agree in writing to be bound by all of the terms and conditions of this Agreement.
First Refusal Right. If, at any time after the third anniversary of the date hereof, any of the Management Stockholders (each a "Transferring Holder") proposes to Transfer shares of Common Stock to any Person other than the Company or a Wholly Owned Subsidiary pursuant to a bona fide third-party offer (other than pursuant to a Permitted Transfer, a Tag-along Right or a Warrant Tag-along Right), then such Transferring Holder will, not fewer than forty-five (45) days prior to making such Transfer, give notice (the "First Refusal Right Notice") to the Company (and the Company shall promptly provide notice to the Other Stockholders) specifying (A) the number of shares of Common Stock to be Transferred (the "Offered Stock"), (B) the price (the "Price") and the other terms and conditions upon which such Transferring Holder proposes to Transfer such Offered Stock, and (C) with specificity, the proposed transferee(s). After receipt of a First Refusal Right Notice by the other Stockholders, the Transferring Holder shall in a timely manner provide any other Stockholder with any written information regarding the proposed Transfer as reasonably requested by such Stockholder.
