First Right of Purchase Sample Clauses
First Right of Purchase. During the period that begins six months from the Closing Date and ending on the first anniversary of the Closing Date, prior to a Holder making or soliciting a Sale of any Registrable Securities other than to a Permitted Transferee, such Holder shall provide Mpower with written notice (a "Sale Notice") of its intent to make or solicit such Sale. Upon receipt of a Sale Notice, Mpower shall have 5 business days to deliver to such Holder a written offer (a "Purchase Offer"), with reasonable documentation showing all calculations, to purchase such Registrable Securities, at a price equal to the mean average of the fair market value of such Registrable Securities sold as a block (the "Offer Price"), as determined by each of three block traders chosen by Mpower from three brokerage firms of recognized reputation. In the event that Mpower delivers a Purchase Offer within 5 business days, such Holder may, at its sole discretion within 2 business days, deliver to Mpower a written notice of acceptance (an "Acceptance Notice") of the Purchase Offer. Upon the receipt of an Acceptance Notice, Mpower shall have 3 business days to complete the Sale of such Registrable Securities at the Offer Price. In the event that, (i) within 5 business days from the date of receipt of the Sale Notice, such Holder has not received a written offer from Mpower to purchase the Registrable Securities, or (ii) within 3 business days from the date of receipt of the Acceptance Notice, Mpower has failed to complete the purchase of such Registrable Securities (unless such failure is a result of the actions or inactions of the Holder), such Holder shall have the right to make or solicit a Sale of such Registrable Securities to any other Person, subject to the terms of this Agreement, within 5 business days. In the event that such Holder elects, at its sole discretion, not to deliver an Acceptance Notice, the Holder shall be prohibited from making or soliciting a Sale of such Registrable Securities prior to the delivery of another Sale Notice and compliance with this Section 11. Notwithstanding anything else in this Section 11, the Holder, together with any Permitted Transferees, shall be entitled to provide Mpower with 5 Sale Notices in the aggregate.
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. 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. During each year that this Agreement remains in effect, the Company shall have the right to purchase (the "First Right of Purchase") at the purchase price and under the terms provided in this Article 2, each Qualifying Mortgage Loan with a Loan to Value Ratio in excess of 80% held by GMACCM which GMACCM determines to sell, assign or otherwise transfer, up to an aggregate principal amount of $100 million (the "Annual Commitment Amount"). GMACCM may, but is not obligated to, make available for purchase by the Company under the terms of this Agreement Qualifying Mortgage Loans with a Loan to Value Ratio of 80% or less, and the principal amount of such Qualifying Mortgage Loans shall be applied to the Annual Commitment Amount. GMACCM shall not sell, assign or otherwise transfer any Qualifying Mortgage Loan with a Loan to Value Ratio in excess of 80% to anyone other than the Company during any year that this Agreement remains in effect unless and until (i) GMACCM has made available for purchase by the Company Qualifying Mortgage Loans during such year in an aggregate principal amount equal to or greater than the Annual Commitment Amount or (ii) the Company has either notified GMACCM in writing that the Company does not intend to purchase such Qualifying Mortgage Loan or the Company either fails to deliver the Exercise Notice with respect to such Qualifying Mortgage Loan or fails to purchase such Qualifying Mortgage Loan within the time provided in this Article 2. The Annual Commitment Amount under this Section 2.1 will be measured on a 12-month basis as of each of the first, second and third anniversary of the date of this Agreement.
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.
(b) Unless required otherwise by law, prior to selling the Athletic Fields and the Improvements, School District shall first offer to sell the Athletic Fields and the Improvements to the City in writing. The City may exercise the First Right of Purchase by delivery of written notice of exercise to School District within sixty (60) days after the City has received School District’s written offer to sell. If the City does not deliver such written notice to School District within the 60-day period, the City’s First Right of Purchase shall expire.
(c) The purchase price for the Athletic Fields and the Improvements pursuant to the First Right of Purchase (the “Right of Purchase Price”) shall be an amount equal to:
(i) The fair market value of the Athletic Fields and Improvements as determined by a licensed appraiser mutually acceptable to the City and the School District and who is a member of the Master Appraisal Institute; minus
(ii) The City’s Share calculated in accordance with Section 8.4. In no event shall the Right of Purchase Price exceed the maximum sales price, or be less than the minimum sales price, set forth in Education Code Section 17491.
(d) In the event the City elects to purchase the Athletic Fields and Improvements pursuant to this Section 8.6, the terms and conditions of the purchase and sale agreement shall comply with the requirements set forth in Education Code Section 17485 et seq.
First Right of Purchase. Groom has the first right to purchase HDD's ownership interest in the Trademark Assets.
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
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."
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.