Right of First Refusal; Right of First Offer. Prior to making any sale or transfer of Voting Stock of the Company other than pursuant to open market transactions or pursuant to a public offering, Purchaser shall give the Company the opportunity to purchase such Voting Stock in the following manner:
(a) Purchaser shall give notice (the "Transfer Notice") to the Company in writing of such intention specifying the amount of Voting Stock proposed to be sold or transferred. If Purchaser (i) has received an offer from a third party with a proposed price per share, then Purchaser shall include in the Transfer Notice such price therefor and the other material terms upon which such disposition is proposed to be made, or (ii) has not received an offer from a third party with a proposed price per share and the other material terms upon which such disposition may be made, then the Company shall have the right, exercisable by written notice (the "Company Notice") to Purchaser within ten (10) Business Days after receipt of the Transfer Notice, to propose a price (in either of subsections 9.1(a)(i) or (ii), the "Transfer Price") and the other material terms for a disposition to purchase all, but not less than all, of the Voting Stock that Purchaser proposes to transfer. Purchaser shall have the right, within ten (10) Business Days of receipt of the Company Notice to notify the Company in writing (the "Response Notice") as to whether it accepts the offer described in the Company Notice. For purposes of this Section 9.1, the "Transfer Price" may refer to a predetermined formula for calculating a price at the time of the closing of the disposition, which formula is based on the market price of the Voting Stock over a given period ending on or prior to the closing date of the disposition.
(b) The Company shall have the right, exercisable by written notice given by the Company to Purchaser either within ten (10) Business Days after receipt of such Transfer Notice in the case of Section 9.1(a)(i) above or within ten (10) Business Days after receipt of the Response Notice, to purchase all but not part of the Voting Stock specified in such Transfer Notice for cash (or for such other form of consideration set forth in the Transfer Notice in the case of Section 9.1(a)(i) above) per share equal to the applicable Transfer Price.
(c) If the Company exercises its right of first refusal under Section 9.1(a)(i) or if Purchaser accepts the offer described in the Company Notice under Section 9.1(a)(ii), the closing of the purchase of...
Right of First Refusal; Right of First Offer. 2.3.1 If DigiCat, Client or another Affiliate of DigiCat or Client hereafter proposes to form, establish, operate or acquire an Other Domestic Institution, which Other Domestic Institution is legally separate from DigiCat and is intended to be operated separately from DigiCat (including as a component unit of DigiCat) but on an integrated basis under one or more of Client’s or DigiCat’s (or one of their Affiliates’) names or brands or utilizing the employees or other back office services of Client in any material respect, then (a) DigiCat and Client shall provide Provider not less than sixty (60) days’ advance written notice of such formation, establishment, operation or acquisition, along with an Annual Statement of Work specifying the Other Domestic Institution’s projected needs for the remainder of the then-current Fiscal Year and accompanying budget. DigiCat and Client shall grant to Provider the exclusive right, exercisable in Provider’s sole discretion on or prior to the end of such sixty (60) day period to provide the Services to such Other Domestic Institution on then-current fair market terms and conditions as may be mutually agreed upon by the Parties (subject to the receipt of applicable Educational Approvals (if any)); provided, that if such Other Domestic Institution is then subject to a binding contract to receive services similar to the Services from a third party, then DigiCat and Client shall give Provider not less than sixty (60) days’ advance written notice of the conclusion or expiration of the then current term of such contract (for clarity, excluding any automatic or optional renewal terms) and grant to Provider the exclusive right, exercisable in Provider’s sole discretion on or prior to the end of such sixty (60) day period, to provide the Services to such Other Domestic Institution, commencing at the conclusion or expiration of the then current term of such other contract.
2.3.2 If DigiCat, Client or another Affiliate of DigiCat or Client hereafter proposes to form, establish, operate or acquire an Other Domestic Institution, which Other Domestic Institution is, or is intended to be, operated as a stand-alone entity separate and apart from Client and DigiCat and not under Client’s or DigiCat’s (or one of their Affiliates’) names or brands and/or not utilizing the employees or other back office services of Client in any material respect, then DigiCat and Client shall give Provider not less than sixty (60) days’ advance written notic...
Right of First Refusal; Right of First Offer. Sections 8, 9 and 10 of Exhibit C of the Lease are hereby deleted in their entirety.
Right of First Refusal; Right of First Offer. (a) If, at any time after the fifth anniversary of the Effective Date and prior to the date of consummation of an initial Public Offering, the Management Stockholder receives a bona fide offer to purchase any or all of his Stock (the “Third Party Offer”) from a third party (which, for the avoidance of doubt, shall not include any transfers pursuant to clauses (y) and (z) of Section 2(a)) (the “Offeror”), which the Management Stockholder wishes to accept, the Management Stockholder shall cause the Third Party Offer to be reduced to writing and shall notify the Company in writing of his wish to accept the Third Party Offer. The Management Stockholder’s notice to the Company shall contain an irrevocable offer to sell such Stock to the Company (in the manner set forth below) at a purchase price equal to the price contained in, and on the same terms and conditions of, the Third Party Offer, and shall be accompanied by a copy of the Third Party Offer (which shall identify the Offeror). At any time within fifteen (15) days after the date of the receipt by the Company of the Management Stockholder’s notice, the Company shall have the right and option to purchase, or to arrange for a third party to purchase, all (but not less than all) of the shares of Stock covered by the Third Party Offer, pursuant to Section 4(b).
(b) The Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the shares of Stock covered by the Third Party Offer at the same price and on substantially the same terms and conditions as the Third Party Offer (or, if the Third Party Offer includes any consideration other than cash, then at the sole option of the Company, at the equivalent all cash price, determined in good faith by the Company’s Board after consultation with a third party investment banker), by delivering a certified bank check or checks in the appropriate amount (or by wire transfer of immediately available funds, if the Management Stockholder Entities provide to the Company wire transfer instructions) (and any such non-cash consideration to be paid) to the Management Stockholder at the principal office of the Company against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Management Stockholder. If at the end of the 15-day period, the Company has not tendered the purchase price for such shares in the manner set forth above, the Management Stockholder may, duri...
Right of First Refusal; Right of First Offer. During the first five years after the Term Commencement Date, Tenant shall have a right of first refusal (“ROFR”) to lease any ROFR Premises if and when Landlord determines to seek a new tenant for such ROFR Premises (the “Available Premises”). The “ROFR Premises” means only any space (other than the Premises) in the New Multiple Tenant Building, excluding any such space for which Tenant has ever previously received a ROFR Notice but not exercised its ROFR. To the extent that Landlord renews or extends an existing lease with any existing tenant of any space, or enters into a new lease with such existing tenant, the affected space shall not be deemed Available Premises. If Landlord and a potential third party tenant execute a letter of intent containing the material terms and conditions for leasing Available Premises, Landlord shall provide written notice thereof to Tenant (the “ROFR Notice”), specifying such terms and conditions of the proposed lease of the Available Premises (the “ROFR Lease”).
Right of First Refusal; Right of First Offer. For a period of two (2) calendar years from the Closing Date (the “Option Period”), if the Hanover Sellers, or any affiliate or subsidiaries thereof (collectively, the “Hanover Option Parties”), owns any single family residential land projects in the State of Florida (the “Restricted Property”), then AV Parties shall have a right of first offer and/or right of first refusal with respect to said Restricted Property as follows:
Right of First Refusal; Right of First Offer. (a) IWC and Vanguard shall each have the right to purchase a Pro Rata Share of the number of Securities that may be purchased by the IWC Group upon exercise of the Right of First Refusal (including any Remaining Offered Securities), provided that if IWC or Vanguard has not exercised its right to purchase its Pro Rata Share of the Securities subject to the Right of First Refusal in full within four (4) days before the expiration of the Notice Period or two (2) days before the expiration of the Last Chance Period, as the case may be, the unexercised portion of such right may be exercised by Vanguard or IWC, as the case may be.
(b) IWC and Vanguard shall each have the right to purchase a Pro Rata Share of the number of New Securities that may be purchased by the IWC Group upon exercise of the Right of First Offer (including any New Securities that IWC Group is entitled to purchase pursuant to Section 4(c) of the Shareholders' Agreement), provided that if IWC or Vanguard has not exercised its right to purchase its Pro Rata Share of the Securities subject to the Right of First Offer in full within five (5) days before expiration of the twenty eight (28) day periods specified in Sections 4(b) and (c) of the Shareholders' Agreement, the unexercised portion of such right may be exercised by Vanguard or IWC, as the case may be.
Right of First Refusal; Right of First Offer. 12.1. The first paragraph of Article 45 of the Lease is hereby deleted in its entirety and replaced with the following:
Right of First Refusal; Right of First Offer. Landlord hereby grants to Tenant a right of first refusal/first offer with respect to any space which may become available for lease on the third (3rd), fifth (5th) and fifteenth (15th) floors of the Building (the "EXPANSION SPACE"). Notwithstanding the foregoing, (i) such first refusal/first offer right shall apply only following the expiration or earlier termination of any then existing lease pertaining to each such particular Expansion Space, including any renewal of such then existing lease, and shall apply whether or not such renewal is pursuant to the formal exercise of an express written provision in such lease, and regardless of whether any such renewal is consummated pursuant to a lease amendment or a new lease, and (ii) such first refusal/first offer right shall be subordinate and secondary to all rights of expansion, first refusal, first offer or similar rights set forth in any lease of such space which has been fully executed by Landlord and the tenant therein as of the date of full execution and delivery of this Lease as such rights are described on Exhibit H attached hereto (the rights described in items (i) and (ii), above to be known collectively as "SUPERIOR RIGHTS"). Tenant's right of first refusal/first offer shall be on the terms and conditions set forth in this Section 1.3.
Right of First Refusal; Right of First Offer. (i) If at any time Crown proposes to sell, assign, or otherwise dispose of all or any part of its interest in the Company to a third party, Crown shall make a written offer to sell such interest in the Company to MCNIC on the same terms and conditions as those on which Crown proposes to transfer the interest in the Company. Such offer shall state the name of the proposed transferee and all the terms and conditions of the proposed transfer, including the price to the proposed transferee.
(ii) MCNIC shall have the right for a period of 30 days after receipt of the offer from Crown to elect to purchase all of the interest in the Company offered. To exercise its right to purchase, MCNIC shall give written notice to Crown. Upon the exercise of a right to purchase and provided the right is exercised with respect to all of the interest in the Company offered, the purchase shall be closed and payment made on the same terms and conditions as those on which Crown proposed to transfer the interest in the Company.
(iii) If MCNIC does not elect to purchase all of the interest in the Company offered, Crown may transfer the offered interest to the proposed transferee named in the offer to the Company.
(iv) If the proposed offer under Section 13.2(a)(i) is for consideration other than cash or cash plus deferred payments of cash, MCNIC may pay the cash equivalent of such other consideration. Crown and MCNIC shall attempt to agree upon a cash equivalent of such other consideration. If they cannot agree within 20 days after the beginning of the 30-day period under Section 13.2(a)(ii), such disagreement shall be resolved in accordance with Section 13.4.
(i) If at any time MCNIC proposes to sell, assign, or otherwise dispose of all or any part of, or to solicit bids from any third party to purchase or otherwise acquire, all or any portion of its interest in the Company (other than sales or dispositions to Affiliates of such Member), MCNIC shall first notify Crown in writing of MCNIC's desire to sell such interest in the Company.
(ii) Crown shall have 30 days to make a first cash offer to purchase, and negotiate for the purchase of, the interest in the Company that MCNIC desires to sell. If MCNIC does not accept a bona fide first cash offer made by Crown to purchase MCNIC's interest in the Company, MCNIC shall not sell, assign or otherwise dispose of, or enter into any binding agreement to sell, assign or otherwise dispose of all or any part of MCNIC's interest in the Company d...
