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.
(b) The Offeree Parent shall have the option, exercisable by delivering written notice (the "Acceptance Notice") of such exercise to the Selling Parent within 45 days of the date of the Initial Notice, to elect to purchase all of the Partner Sub Stock of the Selling Parent on the Offer Terms described in the Initial Notice. The Acceptance Notice shall set a date for closing the purchase, such date to be not less than 30 nor more than 90 days after delivery of the Acceptance Notice; provided that such time period shall be subject to extension as reasonably necessary (up to a maximum of an additional 120 days after such 90 day period) in order to comply with any applicable filing and waiting period requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act. The closing shall be held at the Partnership's offices. The purchase price for the Selling Parent's Partner Sub Stock shall be paid in cash delivered at the closing. The purchase shall be consummated by appropriate and customary documentation (including the giving of representations and warranties substantially similar to (i) those set forth in Sections 2.1 through 2.4 of the Initial Master Transaction Agreement and (ii) customary representations and warranties regarding the Selling Parent's title to its Partner Sub Stock).
(c) If the Offeree Parent does not elect to purchase all of the Selling Parent's Partner Sub Stock within 45 days after the receipt of the Initial Notice, the Selling Parent shall have a further 180 days during which it may, subject to Sections 2.2(d) and (e), consummate the sale of its P...
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. 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. 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) 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.
(b) In addition to the rights granted pursuant to Section 4.1(a) above, the Company hereby grants to CL Alaska, the right of first option to purchase an additional number of New Securities, in each issuance of New Securities after the date of this Agreement, equal to the amount by which the CL Alaska Participation Shares exceeds CL Alaska’s pro rata share as calculated in accordance with Section 4.1(a), subject to Section 4.1(c)-(e); provided, however, that the number of New Securities that CL Alaska shall have the right of first option to purchase in any issuance pursuant to Sections 4.1(a) and (b) shall in no event exceed the amount by which (i) the total number of shares of New Securities issued in su...
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. 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
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.
(b) In the event that IFC wishes to sell or otherwise transfer any IFC Shares to any party, it shall first offer to sell such IFC Shares to Pioneer Omega, in accordance with the following provisions:
(i) Any sale or other disposition of any of the IFC Shares, other than according to the terms of this Section 5.05, shall be void and shall transfer no right, title, or interest in or to any of such IFC Shares to the purported transferee.
(ii) The rights of Pioneer Omega under this Section 5.05 shall not apply to any pledge of IFC Shares by IFC which creates a mere security interest, provided that the pledgee provides the Company and Pioneer Omega with a written agreement to be bound hereby to the same extent as the IFC.
(iii) If IFC desires to sell, transfer or otherwise dispose of any of the IFC Shares, or of any interest in the IFC Shares, whether voluntarily or by operation of law, in any transaction other than pursuant to Article II or Article III of this Agreement, IFC shall first deliver written notice of its desire to do so (the "Notice") to the Company and Pioneer Omega. The Notice must specify: (i) the number of IFC Shares proposed to be sold or otherwise disposed of (the "Offered Shares"), (ii) the cash purchase price per Offered Share, (iii) if known, the name and address of any party to which IFC proposes to sell or otherwise dispose of the Offered Shares or an interest in the Offered Shares (the "Offeror"), and (iv) all other material terms and conditions of the proposed transaction.
(iv) Pioneer Omega shall have the first option to purchase all or any part of the Offered Shares for the consideration per share and on the terms and conditions specified in the Notice. Pioneer Omega must exercise such option by delivering written notice to such effect to IFC no later than 45 days after the Notice is deemed under Section 5.07 hereof to have been delivered to Pioneer Omega.
(v) In the event that Pioneer Omega duly exercises its option to purchase all or part of the Offered Shares, the closing of such purchase shall take place at the offices of the Company not later than the date five days after the expiration of such 45-day period.
(vi)...
Right of First Option. Tenant shall have a right of first option to lease the vacant space on Exhibit A. Should Landlord have a prospective tenant interested in leasing all or a portion of the vacant space, Tenant shall be given written notice thereof which shall include the rental rate and general terms of the offer to Tenant, and tenant shall have seven (7) days from receipt of notice in which to exercise its right to lease the premises being offered or to refuse the offer. If Landlord shall not have received a reply within seven (7) days, Landlord shall have no further obligation to Tenant regarding said offer and is to consider the offer refused, and Tenant shall have no further rights thereafter to vacant space on Exhibit A.
