Notice of Offer. Subject to Sections 2.2(c) and 2.2(d), if at any time that the JWC Holders are entitled to, and determine to, exercise their rights under Section 2.4 hereof and a JWC Holder (the "ROFO OFFERING HOLDER") (A) proposes to sell any or all of its Subject Securities, other than unexercised stock options (such Subject Securities, the "ROFO TRANSFER SECURITIES") to a Third Party (other than a Permitted Transferee(s)) or (B) receives a bona fide offer to purchase any or all of such ROFO Transfer Securities, from any Third Party, other than from a Permitted Transferee (such Third Party, the "ROFO OFFEROR"), and such ROFO Offering Holder wishes to accept such offer (the "ROFO TRANSFER OFFER"), and if such sale would otherwise be permitted under this Agreement, then the ROFO Offering Holder shall give notice (a "ROFO TRANSFER NOTICE"), and shall in the case of clause (B) cause the ROFO Transfer Offer to be reduced to writing and provide it along with the ROFO Transfer Notice, to the Company and each of the Institutional Holders. The ROFO Transfer Notice shall, in the case of clause (A) identify in reasonable detail all material terms, including, but not limited to, the minimum price at which the Subject Securities will be sold and in the case of clause (B), be accompanied by a true and correct copy of the ROFO Transfer Offer (which shall identify in reasonable detail all material terms, including, but not limited to, the ROFO Offeror, the ROFO Transfer Securities, the price contained in the ROFO Transfer Offer and all of the other material terms and conditions of the ROFO Transfer Offer). The ROFO Transfer Notice shall constitute an irrevocable offer to sell any or all of the ROFO Transfer Securities to the Institutional Holders within fifteen (15) Business Days of receipt by the Institutional Holders of the ROFO Transfer Notice (the "ROFO OFFER PERIOD"). During the ROFO Offer Period, the Institutional Holders will have the right and option to purchase all of the ROFO Transfer Securities at a price equal to the price contained in the ROFO Transfer Notice and upon the same terms as contained in the ROFO Transfer Notice (pro rata in accordance with the respective Common Stock Equivalents at the time held by the Institutional Holders so exercising their rights under this Section 2.2(b)); provided that if any Institutional Holder fails to purchase all or a portion of the shares of ROFO Transfer Securities which such Institutional Holder may purchase pursuant to this Secti...
Notice of Offer. If any holder of Shares (the “Proposed ROFR Seller”) intends to sell all or any part of the Shares it owns pursuant to a bona fide offer to buy from a Person (the “Proposed ROFR Purchaser”), the Proposed ROFR Seller shall submit a written notice (the “ROFR Notice”) to the Company and the Investors stating the name of the Proposed ROFR Purchaser, the number of Shares proposed to be sold (the “Offered Shares”), the material terms and conditions, including price, of the proposed sale. The Company shall have fifteen (15) Business Days from the date of the Proposed ROFR Seller issues the ROFR Notice, which shall be irrevocable for such time, to provide a written offer to the Proposed ROFR Seller to purchase all or any portion of the Offered Shares on terms, including price, no less favorable to the Proposed ROFR Seller than those reflected in the ROFR Notice.
Notice of Offer. A holder of a Fixed Transmission Right wishing to offer the Fixed Transmission Right for sale shall notify the Office of the Interconnection of any Fixed Transmission Rights to be offered. Each Fixed Transmission Right sold in an auction shall, at the end of the period for which the Fixed Transmission Rights were auctioned, revert to the offering holder or the entity to which the offering holder has transferred such Fixed Transmission Right, subject to the term of the Fixed Transmission Right itself and to the right of such holder or transferee to offer the Fixed Transmission Right in the next or any subsequent auction during the term of the Fixed Transmission Right.
Notice of Offer. The Offeror shall send a written offer (hereinafter: “Notice of Offer”) to the other Shareholders (hereinafter the “Offerees”), which shall include the following details: the identity of the proposed transferee (the “Buyer”), the number of shares for sale or transfer (hereinafter the “Offered Shares”), the price of the Offered Shares which shall be paid by the Buyer, the terms of payment and credit, and any other material term related to the sale or transfer.
Notice of Offer. Each Offer shall be made by written notice (the “Sale Notice”) to the Companies and the Other Offerees specifying:
(i) the total number and class of the Offered Securities;
(ii) the price at which the Shareholder is prepared to sell the Offered Securities;
(iii) any other terms and conditions applicable to the offer not set out in this Section 7.3; and
(iv) whether or not the Offeror has received a third party offer to purchase any of the Offered Securities (in which case the third party offer shall be attached to the notice);
Notice of Offer. Each Treasury Offer shall be made by written notice to the INVESTOR specifying:
i. the total number and class of Equity Securities offered;
ii. the INVESTOR’s pro rata portion thereof as determined by the formula in (a) above;
iii. the price at which the Equity Securities are being offered;
iv. any other terms and conditions applicable to the offer not set out in this Section 5; and
v. that the INVESTOR shall have fifteen 15 business days (the "Acceptance Period") following receipt of the notice to accept the Treasury Offer.
Notice of Offer. Subject to the terms and conditions specified in Section 9.01 and Section 9.02, if any Member holding Class B Profits Units (the “Class B Offering Member”) receives a bona fide offer that the Class B Offering Member desires to accept to Transfer all or any portion of the Class B Profits Units it owns (the “Offered Class B Units”), the Class B Offering Member shall, within ten (10) days of receipt of the Transfer offer, give written notice (the “Class B Offering Member Notice”) to the Company and the other Members holding Class B Profits Units stating that it has received a bona fide offer for a Transfer of its Class B Profits Units (as applicable) (or applicable Unit Equivalents) and specifying:
(i) the number of Offered Class B Units to be Transferred by the Class B Offering Member;
(ii) the proposed date, time and location of the closing of the Transfer, which shall not be less than 90 (ninety) days from the date of the Class B Offering Member Notice;
(iii) the purchase price per Offered Class B Unit (which shall be payable solely in cash) and the other material terms and conditions of the Transfer; and
(iv) the name of the Person who has offered to purchase such Offered Class B Units.
Notice of Offer. If any Employee Shareholder (the "Selling Employee Shareholder") receives a bona fide written offer (the "Offer") from any Person (the "Prospective Purchaser") to purchase any or all of the Selling Employee Shareholder's Shares (the Shares subject to the Offer hereinafter referred to as the "Offered Shares"), then such Selling Employee Shareholder shall first offer such Shares at the proposed purchase price set forth in the Offer (the "Offer Price") and give notice of the Offer (the "Notice of Offer") to the Company and to Metretek Technologies. The Notice of Offer shall include the number of Offered Shares, the Offer Price, the identity of the Prospective Purchaser and the terms of the proposed Transfer in reasonable detail, including the name and address of the Prospective Purchaser (including its name and address), and the other material terms of the Offer. The Notice of Offer shall also contain an irrevocable offer by the Selling Employee Shareholder to sell the Offered Shares to the Company upon the terms and conditions of the Rights of Refusal set forth in this Agreement.
Notice of Offer. If, during the Rett Option Period, at any time prior to delivery of a ROFO Notice, Xxxxxx receives an offer or proposal for a transaction from a third party that would, or could reasonably be expected to, result in a Change of Control (a “Third Party Offer”), Xxxxxx shall immediately notify such third party of Astellas’ rights under this Option Agreement and shall promptly, but no later than one (1) Business Day following the receipt of such offer or proposal, notify Astellas in writing of receipt of such offer or proposal and, unless contractually prohibited, the terms thereof, including, if applicable, the price per share offered and the total value of any future milestone payments (a “Third Party Offer Notice”). If Astellas (a) fails to respond to such Third Party Offer Notice, or (b) does not make a competing offer or proposal to Xxxxxx for a transaction that would result in a Change of Control, in each case within fifteen (15) Business Days following the receipt of a Third Party Offer Notice, which period may be shortened or extended by mutual written agreement of the Parties (the “Third Party Offer Consideration Period”), Astellas hereby consents to Taysha pursuing such Third Party Offer. Notwithstanding anything contained herein, in the event that the terms of any Third Party Offer materially change at any time following the expiration of the Third Party Offer Consideration Period, Xxxxxx shall promptly, but no later than one (1) Business Day following the receipt of such materially amended terms, notify Astellas in writing of receipt of such materially amended Third Party Offer and provide Astellas with a subsequent fifteen (15) Business Day period to consider the amended Third Party Offer.
Notice of Offer. As soon as reasonably practicable following a decision by an Owner Party to construct a Solar Project at the Site during the ROFO Period (the “Proposed Work”), Owner shall promptly provide written notice to Contractor (the “Initial Notice”) setting forth the scope of the Proposed Work. The Initial Notice shall remain open and irrevocable until expiration of thirty (30) Days after Contractor's receipt of such Initial Notice (the “Initial Period”).
