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.
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:
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. 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) 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).
Right of First Refusal; Right of First Offer. Landlord has granted Tenant a right of first refusal and a right of first offer to purchase the Demised Premises, which rights are more particularly described in the Lease.
Right of First Refusal; Right of First Offer. (a) If at any time prior to the tenth (10th) anniversary of the Closing Date any of the Sellers or one of its Affiliates determines to sell to a non-Affiliated third party the rights (including without limitation foreign product registrations and foreign trademark rights) to an Exempted Product in an Exempt Territory, it will first offer the right to purchase such rights to Purchaser or its assignee at the same price and on the same terms it intends to sell such rights to the third party. Purchaser or its assignee will have ninety (90) days after receipt of any such offer to notify such Seller or its Affiliate of its intent to purchase such rights on such terms. If Purchaser or its assignee determines to purchase such rights on such terms, it will have 30 days to do so; if Purchaser or its assignee determines not to purchase such rights, Seller or its Affiliate will have the right to sell such rights to the third party on such terms.
Right of First Refusal; Right of First Offer. 4.1. If at any time prior to the tenth anniversary of the date hereof the Employee receives an offer from an unrelated third party to purchase all or any portion of any Shares he has acquired on exercise of any Purchase Rights or on exercise of any Options, which offer the Employee desires to accept, the Employee shall give notice thereof to the Company (the "Offer Notice"). The Offer Notice shall set forth in reasonable detail the terms and conditions of such offer, including the identity of the proposed purchaser, the number of Shares proposed to be sold, the price and the payment terms. The Company shall have the right, exercisable on notice to the Employee given within ten business days after receipt of the Offer Notice, to purchase or to cause its designee to purchase all of the Employee's Shares proposed to be sold as described in the Offer Notice, on the same terms and conditions as are described in the Offer Notice. If the Company elects to exercise such right, the closing of purchase and sale of the Shares shall take place within 30 days after the date on which the Company gives the Employee notice of its election to purchase. If the Company does not elect to purchase, or to cause a designee to purchase, the Shares so offered within the ten business day period following the giving of the Offer Notice, then the Employee may accept such offer and consummate the transaction contemplated thereby; provided that the closing of the purchase and sale must take place within 60 days after the earlier of the giving by the Company of a notice of its election not to purchase or the expiration of the ten business day period during which the Company may make its election. If the closing does not take place within such 60 day period, then this Section 4.1 shall again apply and the Employee must give an additional Offer Notice to the Company.
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.
