Right of First Option. (a) Except as set forth in Section 10.6, without the consent of all of the General Partners, no Partner may Transfer less than all of its Units and no Partner may Transfer its Units for consideration other than cash. Any Limited Partner (or Limited Partners, if there are Affiliated Limited Partners) and its (or their) Affiliated General Partner desiring to Transfer all of their Units (together, the "Selling Partners") shall give written notice (the "Initial Notice") to the Partnership and the other Partners (the "Offeree Partners") stating that the Selling Partners desire to Transfer their Units and stating the cash purchase price and all other terms on which they are willing to sell (the "Offer Terms"). Delivery of an Initial Notice shall constitute the irrevocable offer of the Selling Partners to sell their Units to the Offeree Partners hereunder.
Right of First Option. (a) Without the consent of the other Parent, no Parent may Transfer less than all of its Partner Sub Stock. Unless such Transfer is otherwise permitted by Section 2.1, no Parent may Transfer its Partner Sub Stock for consideration other than cash. Unless such Transfer is otherwise permitted by Section 2.1, a Parent (the "Selling Parent") desiring to Transfer all of its Partner Sub Stock to any Person (including the other Parent or any Affiliate thereof) shall give written notice (the "Initial Notice") to the Partnership and the other Parent (the "Offeree Parent") stating that the Selling Parent desires to Transfer its Partner Sub Stock and stating the cash purchase price and all other terms on which it is willing to sell (the "Offer Terms"). Delivery of an Initial Notice shall constitute the irrevocable offer of the Selling Parent to sell its Partner Sub Stock to the Offeree Parent hereunder.
Right of First Option. 34 10.3 Inclusion of General or Limited Partner Units ........................... 36 10.4
Right of First Option. 9 2.3 Prohibition on Affiliated Obligor Bankruptcy, Etc ............ 11 2.4
Right of First Option. If CONICET does not decide on a destination for the own and exclusive use of the Area, at the option of INDEAR, the Parties, in good faith, may negotiate the terms of a new agreement that would allow INDEAR to continue using the Area. In any case, CONICET hereby grants INDEAR the right of first offer with respect to any future use and enjoyment of the area against any third party in similar conditions.
Right of First Option. (a) During the period beginning upon the date upon which the Lease is fully executed, and ending on the twenty-fourth calendar month anniversary thereafter, if this Lease shall be in full force and effect, Tenant shall have the right, upon written notice to Landlord (the "Option Notice"), to lease all or a portion (but not less than 11,000 rentable square feet) of any available space (defined as space, which, as of the date of the date of the Option Notice, is not either under lease or subject to an executed letter of intent to another tenant) on the second floor of the Building (the "Option Space"). If Tenant shall require greater than sixty-seven percent (67%) of the then remaining available space on the second floor, Tenant shall be obligated to take the entire then available space on the second floor. The lease of any Option Space by Tenant pursuant to this Right of First Option shall be upon such terms and conditions contained in the Lease, including, without limitation, the payment of the then current Base Rent per square foot, together with any Additional Rent due as recalculated to include the Offered Space, delivery of an additional Security Deposit, as set forth in Article 23(e) above, and the expiration of the Term, except: (i) that the per square foot Tenant Work Allowance for the Option Space shall be obtained by multiplying the per square foot Tenant Work Allowance by a fraction, the numerator of which is the number of months remaining in the initial term of this Lease at the time that Base Rent will commence on the Option Space and the denominator of which is the total number of months in the initial term; (ii) any unused tenant allowance applicable to the Option Space shall not be available for use by Tenant as a rent credit, and shall be automatically forfeited as to any amount of such allowance not properly requested by Tenant, in accordance with the terms and conditions set forth in Exhibit C of this Lease; and (iii) except that the rent commencement for the Offered Space shall be the date which is the first day following the eighth month anniversary of the date Landlord and Tenant execute and deliver a mutually acceptable amendment to the Lease incorporating therein the lease of the Option Space. Promptly after Tenant exercises this option (but in no event later than thirty (30) days after the Option Notice), the parties shall enter into a supplemental agreement to this Lease incorporating the Option Space as part of the Premises.
Right of First Option. (a) The Company hereby grants to each Holder the right of first option to purchase a number of shares (rounded down to the nearest whole share) equal to its pro rata share of New Securities (as defined in Section 4.1(c)) which the Company may, from time to time, propose to sell and issue on or after the date of this Agreement, subject to Sections 4.1(b)-(e). A Holder’s pro rata share, for purposes of this right of first option, is equal to the ratio of (a) the number of shares of Common Stock owned by such Holder immediately prior to the issuance of New Securities (assuming full conversion of the Shares and full conversion or exercise of all outstanding convertible securities, rights, options and warrants held by said Holder) to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares and full conversion or exercise of all outstanding convertible securities, rights, options and warrants). Each Holder (including CL Alaska) shall have a right of over-allotment such that if any Holder fails to exercise its rights hereunder to purchase its full pro rata share of New Securities, the other Holders may purchase such Holder’s unsubscribed portion on a pro rata basis; provided, however, that where a Holder informs the Company during the Election Period that such Holder intends to exercise its rights to purchase its full pro rata share of New Securities, but such Holder (or one or more designees of such Holder as provided in Section 4.1(d)) does not purchase such pro rata share for whatever reason, the Company may determine either (i) not to sell the unpurchased amounts or (ii) to offer unpurchased amounts to the other Holders in accordance with their over-allotment rights.
Right of First Option. (a) (a) The Company hereby grants to each Holder the right of first option to purchase its pro rata share of New Securities (as defined in Section 4.1(c)) which the Company may, from time to time, propose to sell and issue after the date of this Agreement, subject to Sections 4.1(b)-(e). A Holder’s pro rata share, for purposes of this right of first option, is equal to the ratio of (a) the number of shares of Common Stock owned by such Holder immediately prior to the issuance of New Securities (assuming full conversion of the Shares and full conversion or exercise of all outstanding convertible securities, rights, options and warrants held by said Holder) to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares and full conversion or exercise of all outstanding convertible securities, rights, options and warrants). Each Holder (including CL Alaska) shall have a right of over-allotment such that if any Holder fails to exercise its rights hereunder to purchase its pro rata share of New Securities, the other Holders may purchase the non-purchasing Holder’s portion on a pro rata basis.
Right of First Option. (a) Except as provided in this Section 5.05, nothing in this Agreement shall limit the right of IFC, at any time, to sell, transfer or otherwise dispose of all or any portion of the IFC Shares that are not then subject to a Put Notice or Call Notice, provided it complies with the conditions set forth in this Article V.
Right of First Option. In the event Tenant desires to lease additional laboratory or office space in San Diego, Landlord, or an affiliated entity of Landlord, shall have a right, prior to Tenant receiving offers from other potential landlords, to issue a written offer for space in the Building or other properties owned by Landlord or its affiliates, including space in future
