First Right of Purchase. (a) Subject to the provisions of Section 3.1 hereof, any Crossroads Investor may Transfer any interest in any Crossroads Securities pursuant to a Third Party Sale in accordance with the provisions of this Section 3.2 and Section 3.3. At least 45 days prior to any Third Party Sale, the transferring Crossroads Investor (the "Transferring Shareholder") will deliver a written notice (the "Offer Notice") to the Company and to the Series E Investor Shareholders (the "Non-Transferring Shareholders"). The Offer Notice will disclose in reasonable detail the proposed number of shares of the Crossroads Securities to be transferred, the class or classes of such Crossroads Securities, the proposed price, terms and conditions of the Transfer and the identity of the transferee. The Non-Transferring Shareholders may elect to purchase all (but not less than all) of the Crossroads 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 Shareholder and the Company within 30 days after the delivery of such Offer Notice (the "Shareholder Election Period"). If the Non-Transferring Shareholders elect to purchase all of such Crossroads Securities, the Transfer of the Crossroads Securities will be consummated within 30 days after the expiration of the Shareholder Election Period. If more than one Non-Transferring Shareholder elects to purchase all of the Crossroads Securities to be transferred, each Non-Transferring Shareholder electing to purchase such Crossroads Securities will be entitled to purchase from the Transferring Shareholder a pro rata portion (based upon the respective numbers of shares of Securities then held by such Non-Transferring Shareholders (on a fully-diluted and converted basis)) of the Crossroads Securities proposed to be transferred. If the Non-Transferring Shareholders do not elect to purchase all of the Crossroads Securities being offered, the Transferring Shareholder may, within 90 days after the expiration of the Shareholder Election Period, complete the Third Party Sale of the Crossroads Securities specified in the Offer Notice at a price and on terms no more favorable to the transferees than the price and terms offered to the Non-Transferring Shareholders in the Offer Notice, provided that no such Third Party Sale may be completed except in compliance with Section 3.3 and unless each of such transferees shall have executed and delivered an Instrument of ...
First Right of Purchase. Upon receipt of the Notice of Proposed Transfer, the Company shall have a right to purchase the Shares to which such Notice relates at the price and in the manner specified herein before any other action is taken to sell, assign, transfer, pledge, or otherwise dispose of the Shares. Such right shall continue for a period of 10 days from the receipt of the Notice of Proposed Transfer on the terms & conditions as are specified in such Notice. If the Company elects to exercise its first right of purchase, it shall so notify the Holder of the Shares and shall specify time and place for tender of certificates representing such Shares.
First Right of Purchase. (a) Notwithstanding anything to the contrary in this Agreement and unless required otherwise by law, City shall, during the term of this Agreement, have the first right to purchase the Athletic Fields and the Improvements (“First Right of Purchase”) in accordance with this Section 8.6 and Education Code Section 17485 et seq.
First Right of Purchase. Lessor hereby grants to Lessee the exclusive first right to negotiate for the purchase of the Property of which the Premises is a part for a twenty (20) day period following the date on which Lessor delivers to Lessee a written notice setting forth Lessor's intention to place the Property on the market, and the price and other material terms and conditions on which Lessor offers to sell the Property to Lessee. If, during such twenty (20) day period, Lessor and Lessee fail to agree with respect to the terms for the sale of the Property to Lessee, then Lessor thereafter may market and sell the Property to any other person provided, immediately following expiration of the twenty (20) day first-offer period under this Paragraph 55, Lessor initially may not offer (or list) the Property for sale at a price lower than that at which it was offered to Tenant pursuant to this Paragraph 55.
First Right of Purchase. Groom has the first right to purchase HDD's ownership interest in the Trademark Assets.
First Right of Purchase. 19.01 If, at any time, any Partner desires to sell all or any portion of its interest (other than a sale by a Partner to any Affiliate), such Partner shall give the other Partners notice of its intention to seek a purchaser for such interest promptly after making the determination to do so. Such Partner, upon securing a bona fide offer to purchase such interest intended to be sold shall give the other Partners notice of (a) the price (which shall be a dollar sum), (b) the identity of the proposed purchaser (if then known to the seller) and (c) all other terms of sale. The Remaining Partners shall have the right pro rata to their Partner Percentage, during the forty-five (45) day period after the giving of the notice of the proposed sale and its terms to enter into agreement to purchase all of the interest specified in the notice (which price shall be prorated if the Remaining Partners want o purchase only a portion of the interest being offered for sale) and upon the terms set forth in the notice. In the event less than all of the Remaining Partners determine to purchase the interest to be sold within the said forty-five (45) day period, those Remaining Partners who elect to purchase shall have the right within the ten (10) day period to purchase the interest to be sold in the same proportion as the Partner Percentage of each purchasing Remaining Partner bears to the total Partner Percentage of all such purchasing Remaining Partners. If none of the remaining Partners elect to purchase the seller Partner's interest to be sold within the said time periods, the selling Partner shall be free for a period of thirty (30) days thereafter to sell the interest to be sold to the proposed purchaser on the same terms and conditions contained in the notice to the Remaining Partners of the proposed sale. If the said sale is not effected within the said thirty (30) day period, any subsequent sale must again comply with the requirements of this Section. Settlement under any purchase agreement entered into by one or more of the Remaining Partners pursuant to this Section shall occur within ninety (90) days of the execution of a written purchase agreement.
First Right of Purchase. Upon receipt of the Notice of Proposed Transfer of intent to make a voluntary transfer under Section 3.1, the Company shall have a right to purchase the Debenture or the shares of Common Stock, as the case may be, to which such Notice relates at the price and in the manner specified herein before any other action is taken to sell, assign, transfer, pledge, or otherwise dispose of the Debenture or Common Stock, as the case may be. Such right shall continue for a period of 10 days from the receipt of the Notice of Proposed Transfer of a proposed transfer under Section 3.1. If the Company elects to exercise its first right of purchase, it shall so notify the holder of the Debenture or shares of Common Stock, as the case may be, and purchase the Debenture or shares of Common Stock, as the case may be, on the terms and conditions as are specified in such notice and shall specify the time and place for tender of the Debenture or certificates representing such shares of Common Stock.
First Right of Purchase. (a) Any Stockholder proposing to make any Transfer of Securities other than any Transfer of the type described in clauses (a) through (c) of Section 2.1 above, shall (x) require prior consent required pursuant to Section 2.1 and (y) comply with the provisions of this Section 2.2 and Section 2.3. At least forty-five (45) days prior to any such proposed Transfer, the transferring Stockholder (the “Transferring Stockholder”) will deliver a written notice (the “Investor Offer Notice”) to the Company. The Company shall promptly deliver a copy of such Investor Offer Notice to each of the holders of Series A Preferred Stock (the “Non-Transferring Stockholders”). The Investor Offer Notice will disclose in reasonable detail the number of Securities proposed to be transferred, the class or classes of such Securities, the proposed price, terms and conditions of the Transfer and the identity of the proposed transferee.
First Right of Purchase. (a) Any Stockholder (the “Transferring Stockholder”) proposing to make any Transfer of Securities, other than an Exempt Transfer (a “Proposed Transfer”), shall deliver a written notice (the “Investor Offer Notice”) to the Designated Holders and the Company at least forty-five (45) days prior to the Proposed Transfer. The Investor Offer Notice will state the Transferring Stockholder’s bona fide intention to make the Proposed Transfer, and disclose in reasonable detail the material terms of the Proposed Transfer, including the number of Securities proposed to be Transferred, the class or classes of such Securities, the proposed price and the identity of the proposed transferee, and the status of the Transferring Stockholder’s arrangement with the proposed transferee (including whether the proposed transferee has made a binding offer or is otherwise committed to acquire the Securities to be transferred).
First Right of Purchase. You will give us the right of first purchase before soliciting offers from a third party if you choose to sell your franchise business. You agree to notify us in writing if you desire to sell or transfer any interest in you or in your franchised business. We will elect to exercise our option to purchase within 30 business days after our receipt of your written notification. If we offer you an amount that you do not agree to, you may try to sell to a third party. You are obligated before any transfer to a third party to comply with all criteria set forth in the subsections entitled "Sale or Assignment" and "First Right of Refusal."
