Offer Right. (a) Landlord hereby grants Tenant a one-time right to lease the Offer Space (defined below) if and to the extent such space is Available (defined below) during the period beginning on the date of execution of this Lease and expiring twelve (12) months prior to the Expiration Date of the Term or the Option Term if the Option to Extend is properly exercised by Tenant (the “Offer Period”), upon and subject to the terms and conditions of this Section (the “Offer Right”), and provided that at the time of exercise of such right: (i) Tenant must be conducting regular, active, ongoing business in, and be in occupancy (and occupancy by a subtenant, licensee or other party permitted or suffered by Tenant shall not satisfy such condition) of the entire Premises; and (ii) there has been no material adverse change in Tenant’s financial position from such position as of the date of execution of the Lease, as certified by Tenant’s chief executive officer or chief financial officer, and as supported by Tenant’s certified financial statements, copies of which shall be delivered to Landlord with Tenant’s written notice exercising its right hereunder. Without limiting the generality of the foregoing, Landlord may reasonably conclude there has been a material adverse change if Tenant’s chief executive officer or chief financial officer do not certify there has been no such change.
Offer Right. At least 30 days prior to making any Transfer of any Restricted Securities the transferring stockholder (the "Transferring Stockholder") shall deliver a written notice (an "Offer Notice") to the Company. The Offer Notice shall disclose in reasonable detail the proposed number of Restricted Securities to be transferred, the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known). First, the Company may elect to purchase all (but not less than all) of the Restricted 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 Stockholder as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has elected to purchase Restricted Securities from the Transferring Stockholder, the transfer of such 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 15 days after the expiration of the Election Period. To the extent that the Company has not elected to purchase all of the Restricted Securities being offered, the Transferring Stockholder may, within 90 days after the expiration of the Election Period and subject to the provisions of subparagraph 3A above, transfer such Restricted Securities to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company in the Offer Notice. Any Restricted Securities not transferred within such 90-day period shall be reoffered to the Company under this paragraph 3B prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time
Offer Right. (a) From July 1, 2003 through October 15, 2003, the Company shall have the right to offer to purchase from the members of the Restricted Group at least three million (3,000,000) shares of Common Stock at a cash purchase price per share representing a ten percent (10%) discount to Market Value. If the Company elects to make the offer pursuant to the preceding sentence, the Company shall deliver a notice of such election (the "Initial Offer Notice") to the Restricted Group. Upon delivery of the Initial Offer Notice, the offer contained therein shall be irrevocable until lapse of the two business-day period referenced in the next sentence. The Restricted Group shall have two (2) business days following the date of delivery of the Initial Offer Notice in which to accept or reject the terms of the Initial Offer Notice, provided that the Restricted Group shall only be required to sell three million (3,000,000) shares of Common Stock pursuant to the terms of the Initial Offer Notice in order to be deemed to have accepted the Initial Offer Notice.
(b) If the Restricted Group rejects the terms of the Initial Offer Notice (including by failing to accept such terms within such two (2) business day period), the Company shall have the right during the ten (10) business day period thereafter to offer to purchase from the members of the Restricted Group at least three million (3,000,000) shares of Common Stock at a price that is higher than the price offered in the Initial Offer Notice. If the Company elects to make the offer pursuant to the preceding sentence, the Company shall deliver a notice of such election (the "Second Offer Notice" and, together with the Initial Offer Notice, the "Offer Notices") to the Restricted Group. Upon delivery of the Second Offer Notice, the offer contained therein shall be irrevocable until lapse of the two business-day period referenced in the next sentence. The Restricted Group shall have two (2) business days following the date of delivery of the Second Offer Notice in which to accept or reject the terms of the Second Offer Notice; provided that the Restricted Group shall only be required to sell three million (3,000,000) shares of Common Stock pursuant to the terms of the Second Offer Notice in order to be deemed to have accepted the Second Offer Notice, and further provided that a failure by the Restricted Group to accept such terms within such two (2) business day period shall be deemed a rejection of such terms.
(c) Any acceptance ...
Offer Right. Tenant’s first offer right with respect to the Property granted pursuant to Article 27.
Offer Right. 3.1 In the event CMC proposes to sell some or all of its shares in NovAtel, to a party other than a Leica Competitor, except to an Affiliate or subsidiary of CMC for reorganization purposes or to NovAtel management (in which case such transferee shall agree in writing to be bound by the provisions of this Agreement), Leica Geosystems will be given not less than 90 days prior notice of such proposed sale along with general information regarding the proposed terms being considered (the “CMC First Notice”). Leica Geosystems will be entitled to make an offer to purchase some or all of such shares upon receipt of the CMC First Notice. If Leica Geosystems intends to make an offer it will submit a non-binding letter of intent, which will include the general terms and conditions of its offer, within 45 days of receiving the CMC First Notice. Upon acceptance by CMC of Leica Geosystems’ letter of intent, Leica Geosystems will have 45 days to conduct due diligence and submit its final offer. CMC and NovAtel shall, subject to compliance with law, ensure that Leica Geosystems shall have reasonable access to all documentation relevant to NovAtel and to NovAtel’s senior management, in order to permit Leica Geosystems to conduct its due diligence. If within the above time periods, CMC receives a bona fide offer from an arm’s length third party (“Purchaser”) to acquire its shares in NovAtel, it will promptly give notice to Leica Geosystems of such offer, along with general information regarding the proposed terms of such offer (the “CMC Second Notice”). If, after receiving the CMC Second Notice, Leica Geosystems intends to make an offer to purchase CMC’s shares in NovAtel, the offer must be made and must by its terms expire within 20 days after receipt of the CMC Second Notice. CMC shall consider any offer by Leica Geosystems in good faith, but will be under no obligation to accept any offer from Leica Geosystems. If in connection with the proposed sale, a sale does not occur with one of the purchasers CMC is in discussions with and the sale process terminates, CMC shall again comply with the provisions of this Clause 3.1 before selling its shares of NovAtel.
3.2 Leica Geosystems is entitled at any time for so long as NovAtel is a public company, subject to compliance with relevant regulatory requirements and securities laws, to purchase shares in NovAtel on the open market. CMC will support Leica Geosystems’ becoming a strategic shareholder in NovAtel, on terms that are f...
Offer Right. (a) Landlord hereby grants Tenant a right to lease the Offer Space (defined below) if and to the extent such space is Available (defined below) during the period beginning on the date of execution of this Lease and expiring twenty-four (24) months prior to the Expiration Date of the Term (the “Offer Period”), upon and subject to the terms and conditions of this Section (the “Offer Right”), and provided that at the time of exercise of such right Tenant must be conducting regular, active, ongoing business in, and be in occupancy (and occupancy by a subtenant, licensee or other party permitted or suffered by Tenant shall not satisfy such condition) of at least fifty percent (50%) of the Rentable Area of the Premises. Upon exercise of the Offer Right, Tenant shall deliver to Landlord copies of its most recent certified financial statements and, to the extent there has been a material adverse change in Tenant’s financial position from such position as of the date of execution of the Lease, Landlord may require that, in addition to increasing the Letter of Credit to reflect the addition of the applicable portion of the Offer Space to the Premises, Tenant increase the Letter of Credit to provide additional security on account of the adverse change in Tenant’s financial position. Without limiting the generality of the foregoing, Landlord may reasonably conclude there has been a material adverse change if Tenant does not timely provide a copy of its most recent certified financial statement.
Offer Right. 30 10.8. Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 10.9.
Offer Right. On or after the later to occur of (i) the final settlement or disposition of the Litigation or (ii) January 31, 2002, either Member shall have the right but not the obligation, to offer to buy the other Member's interest (an "OFFER RIGHT"). A Member shall exercise its Offer Right, if at all, by giving written notice of exercise (an "OFFER EXERCISE NOTICE") to the Company and the other Members. The Members shall negotiate in good faith the terms of the transaction for a period of 60 days following the date of the Offer Exercise Notice. If the Members cannot agree on the terms within the 60 day period or on extending the 60 day period, then the Management Board shall cause the entire Company or Business to be sold to the highest bidder; provided, however, that a fairness opinion as to such transaction from a recognized investment banking firm is delivered to the Management Board. Either Member may participate in the bidding for the purchase of the entire Company or Business pursuant to this Section 10.7.
Offer Right. If Subtenant fails to exercise its First Offer Right within such 5-business day period, then the First Offer Right shall terminate as to the ReOffer Notice in question, and Sublandlord shall be free to sublease, or assign the Master Lease with respect to, that space to anyone on any terms at any time thereafter, subject to the rights of the Master Landlord under the Master Lease, without any obligation to provide Subtenant with a further right to sublease that space, except that if Sublandlord does not (a) enter into a letter of intent to sublease the Subject Space within one hundred twenty (120) days after expiration of such 5- business day period and thereafter (b) enter into a signed sublease for the Subject Space within one hundred eighty, (180) days after expiration of such 5- business day period, the First Offer Right shall again be applicable (subject, again, however, to the provisions of this subsection (e)(ii) (A), (B) and (C)).
Offer Right. In the event that, during the Non-Solicitation Period, BAC or any of its Affiliates determines to sell all or a material portion of any Restricted Business acquired pursuant to subsection 3(b) hereto BAC shall inform Purchaser in writing of such determination (the "Notice") and shall provide Purchaser with a reasonable opportunity to conduct exclusive due diligence with respect to such Restricted Business in a manner generally consistent with the access and confidentiality guidelines followed in connection with the sale of the MHL Business pursuant to the Stock Purchase Agreement. Purchaser shall have the exclusive right for 60 days after receipt of the Notice to submit a definitive proposal to BAC for the acquisition of such Restricted Business. Purchaser and BAC shall negotiate in good faith regarding Purchaser's definitive proposal, but shall not be obligated to reach any agreement with respect thereto. If the parties do not reach a definitive agreement with respect to the acquisition by Purchaser of such Restricted Business within 30 days after the receipt of Purchaser's definitive proposal, BAC or any of its Affiliates shall be free to sell such Restricted Business at any time to any Person without restriction. Any acquisition by Purchaser pursuant to this Section 3(c) shall include all intellectual property rights (such as proprietary credit scoring models) specifically created for such Restricted Business.
