Refusal Rights. The Company may elect to -------------------- purchase all (but not less than all) of the shares of Investor Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Purchaser and GTCR within 30 days after the Sale Notice has been given to the Company. If the Company has not elected to purchase all of the Investor Stock to be transferred, GTCR may elect to purchase all (but not less than all) of the Investor Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by giving written notice of such election to Purchaser within 60 days after the Sale Notice has been given to GTCR. If neither the Company nor GTCR elect to purchase all of the shares of Investor Stock specified in the Sale Notice, Purchaser may transfer the shares of Investor Stock specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 30-day period immediately following the Authorization Date. Any shares of Investor Stock not transferred within such 30-day period will be subject to the provisions of this Section 3C upon subsequent transfer.
Refusal Rights. (a) If Landlord intends during the term of this Lease to lease all or any portion of the Refusal Space (as hereinafter defined), and if Tenant is not then in material default (beyond any applicable cure periods) under this Lease (for which purpose, without limitation, any event of default under Section 18.1 hereof shall be considered "material"), Landlord shall --------------------------- *CONFIDENTIAL TREATMENT REQUESTED 18 first give written notice of such intention to Tenant, specifying the material terms on which Landlord proposes to lease the Refusal Space or portion thereof (the "Offered Space"), and shall offer to Tenant the opportunity to lease the Offered Space on the terms specified in Landlord's notice. Tenant shall have seven (7) business days after the date of Xxxxxx's receipt of such notice from Landlord in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Offered Space shall be leased to Tenant on the terms set forth in Landlord's notice and on the additional terms and provisions set forth herein (except to the extent inconsistent with the terms set forth in Landlord's said notice), and the parties shall promptly execute an amendment to this Lease adding the Offered Space to the premises covered by this Lease and making any appropriate amendments to provisions of this Lease to reflect different rent and other obligations applicable to the Offered Space under the terms of Landlord's said notice. If Xxxxxx does not accept Xxxxxxxx's offer within the allotted time, Landlord shall thereafter have the right to lease the Offered Space to a third party, at any time within [...*...] days after Tenant's failure to accept Landlord's offer, at a minimum rental and on other terms and conditions not more favorable to the lessee than the minimum rental and other terms offered to Tenant in said Landlord's notice. If Xxxxxx does not accept Xxxxxxxx's offer and Landlord does not lease the Offered Space to a third party within [...*...] days, Xxxxxx's refusal right under this Section 7.1 shall reattach to that space.
(b) For purposes of this Section 7.1, the areas constituting the "Refusal Space" and the priority of Xxxxxx's refusal rights with respect to such areas are as follows:
(i) Until the later of December 31, 1997 or the date Landlord enters into an unconditional binding contract or contracts for the acquisition of the Adjacent Property (as defined in Section 6.1 hereof in connection with Tenant's expansion ...
Refusal Rights. The rights of a Rights Holder, including without limitation Xxxx Xxxxxx’x rights, under Section 3 may be assigned only to (i) an Affiliate of the Rights Holder or the Rights Holder’s principal; (ii) in the case of Xxxx Xxxxxx, (1) his spouse, his siblings, the siblings of his spouse or any of his lineal ancestors or descendants or (2) a trust for the benefit of Xxxx Xxxxxx, his spouse, his siblings, the siblings of his spouse or any of his lineal ancestors or descendants; (iii) a party who acquires from a Rights Holder (or a Rights Holder’s permitted assigns) at least 4,000,000 shares of Series A Stock, Series A-1 Stock, Series B Stock, Series B-1 Stock, Series B-2 Stock and/or an equivalent number (on an as-converted to Class A Common Stock basis) of shares of Conversion Stock, or (iv) a party who acquires from a Rights Holder (or a Rights Holder’s permitted assigns) at least nine hundred thousand (900,000) shares of Series C Stock and/or an equivalent number (on an as-converted to Class A Common Stock basis) of shares of Conversion Stock. No party may be assigned any of the foregoing rights unless the Company is given written notice by the assigning party at the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; provided, further, that any such assignee of such rights is not deemed by the Board, in its reasonable judgment, to be a direct competitor of the Company; and provided, further, that any such assignee shall receive such assigned rights subject to all the terms and conditions of this Agreement, including without limitation the provisions of this Section 5 and must execute and deliver a counterpart or addendum to this Agreement manifesting their consent to be bound by the terms of this Agreement prior to any transfer of rights hereunder.
Refusal Rights. If the Optionee desires to sell all or any part of -------------- the shares acquired under this option (including any securities received in respect thereof pursuant to recapitalizations and the like), and an offeror (the "Offeror") has made an offer therefor, which offer the Optionee desires to accept, the Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "Bona Fide Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Option Notice") to the Company setting forth his desire to sell such shares, which Option Notice shall be accompanied by a photocopy of the original executed Bona Fide Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Bona Fide Offer. Upon receipt of the Option Notice, the Company shall have an option to purchase any or all of such shares specified in the Option Notice, such option to be exercisable by giving, within 90 days after receipt of the Option Notice, a written counter-notice to the Optionee. If the Company elects to purchase any or all of such shares, it shall be obligated to purchase, and the Optionee shall be obligated to sell to the Company, such shares at the price and terms indicated in the Bona Fide Offer within 120 days from the date of receipt by the Company of the Option Notice. The Optionee may sell, pursuant to the terms of the Bona Fide Offer, any or all of such shares not purchase or agreed to be purchased by the Company at any time during the 30 days immediately following the expiration of the 90- day period during which the Company may give the aforesaid counter-notice; provided, however, that the Optionee shall not sell such shares to the Offeror -------- ------- if the Company, in its sole discretion, determines that the Offeror is a competitor of the Company and the Company gives written notice of such determined to the Optionee, within 90 days of its receipt of the Option Notice. If any or all of such shares are not sold pursuant to a Bona Fide Offer within the time permitted above, the unsold shares shall remain subject to the terms of this Article 17.
Refusal Rights. The rights of a Rights Holder under Section 3 hereof may be assigned only to a party to the extent that such transferee acquires from the Rights Holder (or the Rights Holder’s permitted assigns) shares of Preferred Stock or shares of Common Stock issued upon conversion thereof; provided, however that no party may be assigned any of the foregoing rights unless (i) the Company is given written notice by the assigning party at the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned, (ii) such transfer of the securities of the Company is made in compliance with the terms and conditions relating to restrictions and conditions of transfer applicable to such securities, and (iii) such assignee executes and delivers to the Company a counterpart signature page to this Agreement in a form reasonably satisfactory to the Company agreeing to be bound by all of the terms and conditions of this Agreement (including without limitation the provisions of this Section 4) as an “Investor” hereunder.
Refusal Rights. Members of the bargaining unit shall have the right of first refusal for all overtime opportunities determined by the Department to be necessary, based upon equal qualification for the open position.
A. For any overtime which requires special qualification, those with that qualification will have right of first refusal, prior to those without that qualification. Special qualifications can be those related to a certain rank, level of EMS certification, or specialized training.
B. When special qualifications are not necessary, members shall be offered overtime based upon seniority in a fair and equal rotation, as administered by the union, with approval of the Fire Chief.
Refusal Rights. 6 5.1 Right of First Refusal ..................................... 6 5.2
Refusal Rights. No Shares may be transferred pursuant to this Section -------------- 4 prior to the first to occur of (i) the Initial Public Offering (subject to the provisions of the Registration Agreement) or (ii) December 13, 1998.
Refusal Rights. The rights of a Rights Holder under Section 3 hereof may be assigned only to a party to the extent that such transferee acquires from the Rights Holder (or the Rights Holder’s permitted assigns) at least that number and type of shares capital stock of the Company, as are necessary to have the applicable rights of a Major Investor and Rights Holder described in the relevant provisions of Section 3 hereof. A transferee which acquires such required number and type of shares of capital stock of the Company pursuant to an assignment made in accordance with the terms and conditions hereof shall be deemed to be a “Major Investor” and “Rights Holder” for purposes of Section 3; provided, however that no party may be assigned any of the foregoing rights unless (i) the Company is given written notice by the assigning party at the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned, (ii) such transfer of the securities of the Company is made in compliance with the terms and conditions relating to restrictions and conditions of transfer applicable to such securities, and (iii) such assignee executes and delivers to the Company a counterpart signature page to this Agreement in a form reasonably satisfactory to the Company agreeing to be bound by all of the terms and conditions of this Agreement (including without limitation the provisions of this Section 4) as an “Investor” hereunder.
Refusal Rights. The Association reserves the right to refuse requests to any member known to be irresponsible based on prior experience. The Managing Agent or any two members of the Board of Directors may determine refusal.
