RIGHT TO MAKE OFFER. If, during the term of the Research Collaboration and two years after the termination of the Research Collaboration, the Board of Directors of Biosource shall determine that it is in the best interest of its shareholders to merge into, or sell substantially all of its assets to, a third party (collectively, a "Sale Transaction"), then Biosource shall provide TDCC a reasonable opportunity to make an offer to purchase Biosource prior to notifying any other person or entity of the Sale Transaction. After receiving and reviewing such offer, Biosource shall negotiate in good faith with TDCC and may negotiate contemporaneously with other persons or entities with respect to a Sale Transaction. The parties acknowledge and agree that in such negotiations Biosource shall be entitled to act in the best interest of its shareholders other than TDCC, which interest may be different than the interest of TDCC; furthermore, during the term of the Research Collaboration, Biosource shall not grant any superior rights with respect to a Sale Transaction to any person or entity, including without limitation, a right of first refusal. Nothing herein shall be deemed to restrict TDCC from making an offer to the Board of Biosource.

RIGHT TO MAKE OFFER. During the term of this Agreement, in the event a third party makes a bona fide tender or exchange offer (a "Bona Fide Offer") to purchase a majority of the issued and outstanding shares of Common Stock or other voting securities of the Company or to effect a merger or share exchange or the acquisition of all or substantially all of the assets of the Company or similar transactions involving the Company, then notwithstanding the provisions of this Agreement, LCA shall not be prohibited by this Agreement from making a competing offer (the "LCA Offer") to the Board of Directors of the Company. Upon the receipt of any Bona Fide Offer, the Board of Directors shall establish a special committee (the "Special Committee"), consisting of members of the Board of Directors that are not members of the Board of Directors designated by LCA. The Special Committee shall determine whether it is advisable and in the best interest of the Company to solicit additional offers from any other party or parties, shall retain any legal or financial advisory services deemed necessary or advisable to assist it in its analysis of the Bona Fide Offer, the LCA Offer and any other offers solicited from third parties by the Company, and shall establish any procedures deemed necessary or advisable to regulate the process pursuant to which the Company entertains and analyzes the competing offers. The Special Committee shall analyze each such offer and shall make a recommendation to the entire Board of Directors with respect to whether any such offer is one that the Company should send to its shareholders. If the Special Committee shall determine that the value of the LCA Offer is equal to or greater than any other offer received by the Company and that the LCA Offer is advisable and in the best interest of the Company's shareholders, then, notwithstanding the provisions of this Agreement hereof to the contrary, LCA shall be permitted to take any action deemed necessary or convenient to acquire that number of shares of Common Stock or other voting securities of the Company as specified in the LCA Offer for the terms (including price) set forth in the LCA Offer.

RIGHT TO MAKE OFFER. If a general partner of NBILP desires to transfer its general partnership interest in NBILP to a party other than an Affiliate of such general partner, such selling general partner of NBILP must first provide every other general partner of NBILP and the Partners with notice of such intent to transfer and for a period of 30 days following the receipt by each non-selling general partner of NBILP and each Partner, each non-selling general partner of NBILP and each Partner shall have the right to submit an offer for the general partner interest of such selling general partner of NBILP (and any other interests in NBILP proposed to be sold by such selling general partner of NBILP). Such selling general partner of NBILP shall have no obligation to consider or accept any offers received from the non-selling general partners of NBILP or the Partners and from and after such 30 day period, such selling general partner of NBILP shall be free to consummate the proposed transaction referred to in its notices to the non-selling general partners of NBILP and the Partners.

RIGHT TO MAKE OFFER. 10.6.1 If a general partner of NBILP desires to transfer its general partnership interest in NBILP to a party other than an Affiliate of such general partner, such selling general partner of NBILP must first provide TCILP and the general partner of TCILP with notice of such intent to transfer and for a period of 30 days following the receipt of such notice, TCILP and/or its general partner shall have the right to submit an offer for the general partner interest of such selling general partner of NBILP (and any other interests in NBILP proposed to be sold by such selling general partner of NBILP). Such selling general partner of NBILP shall have no obligation to consider or accept any offers received from TCILP and/or the general partner of TCILP, and from and after such 30 day period, such selling general partner of NBILP shall be free to consummate the proposed transaction referred to in its notice to TCILP and the general partner of TCILP.

RIGHT TO MAKE OFFER. 12.2 If a Default Event occurs in relation to a principal (the AFFECTED PRINCIPAL), the Affected Principal shall be obliged to notify each other principal promptly of such Default Event. At any time before the expiry of a period of ninety (90) days after the date the other principals are notified that the Default Event has occurred, each other principal (each a BUYER) may make an offer to purchase the Ordinary Shares and the Preference Shares collectively held by the Affected Principal and/or any members of its Group (other than the Company's Group where the Affected Principal is Aether) (the RELEVANT SECURITIES) pro rata in their respective Shareholding Proportions as at the close of business on the date prior to such offer. If the Default Event arises under clause 12.1(d), in addition to the other rights set forth herein, each principal other than the Affected Principal shall also have the right to sell (each a DEFAULT Seller) to the Affected Principal, and the Affected Principal shall be obligated to purchase, a number of Shares equal to the number such Seller could have otherwise sold and at the same price as would have applied pursuant to clause 11.9. The Affected Principal shall pay each Default Seller in full within five (5) days of the date on which the Affected Principal receives notice requesting payment pursuant to this clause 12.2 from such Default Seller.

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No Offer The submission of this Lease to Tenant shall not be construed as an offer, and Tenant shall not have any rights under this Lease unless Landlord executes a copy of this Lease and delivers it to Tenant.
Right to Make Copies DSI shall have the right to make copies of the Deposit Materials as reasonably necessary to perform this Agreement. DSI shall copy all copyright, nondisclosure, and other proprietary notices and titles contained on the Deposit Materials onto any copies made by DSI. With all Deposit Materials submitted to DSI, Depositor shall provide any and all instructions as may be necessary to duplicate the Deposit Materials including but not limited to the hardware and/or software needed.
Right to Make Agreement Each party warrants, with respect to itself, that neither the execution of this Agreement, nor the consummation of any transaction contemplated hereby, shall violate any provision of any law, or any judgment, writ, injunction, order or decree of any court or governmental authority having jurisdiction over it; nor result in or constitute a breach or default under any indenture, contract, other commitment or restriction to which it is a party or by which it is bound; nor require any consent, vote or approval which has not been given or taken, or at the time of the transaction involved shall not have been given or taken. Each party covenants that it has and will continue to have throughout the term of this Agreement and any extensions thereof, the full right to enter into this Agreement and perform its obligations hereunder.
The Offer (a) Provided that this Agreement shall not have been terminated in accordance with Article VIII and none of the events set forth in Annex A shall have occurred or be existing (unless such event shall have been waived by Merger Sub), Parent shall cause Merger Sub to commence, and Merger Sub shall commence, the Offer at the Per Share Amount as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the public announcement of Merger Sub's intention to commence the Offer. The Offer will be made pursuant to an Offer to Purchase and related Letter of Transmittal containing the terms and conditions set forth in this Agreement. The initial expiration date of the Offer shall be the twentieth business day from and after the date the Offer is commenced (the "Initial Expiration Date"). The obligation of Merger Sub to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to (i) the condition (the "Minimum Condition") that at least the number of Shares that, when combined with the Shares already owned by Parent and its direct or indirect Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis, including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights (other than the Rights (as defined in the Rights Agreement)) shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction or waiver of the other conditions set forth in Annex A hereto. Merger Sub expressly reserves the right to waive any such condition (other than the Minimum Condition), to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that (notwithstanding Section 9.5) no change may be made which (A) decreases the price per Share payable in the Offer, (B) reduces the maximum number of Shares to be purchased in the Offer, (C) imposes conditions to the Offer in addition to those set forth in Annex A, (D) amends or changes the terms and conditions of the Offer in any manner adverse to the holders of Shares (other than Parent and its Subsidiaries), (E) changes or waives the Minimum Condition, (F) changes the form of consideration payable in the Offer or (G) except as provided below or required by any rule, regulation, interpretation or position of the Commission applicable to the Offer, changes the expiration date of the Offer. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, (A) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions set forth in Annex A (the "Offer Conditions") shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the Commission applicable to the Offer and (C) extend the Offer to provide for a subsequent offering period pursuant to Rule 14d-11 under the Exchange Act for an aggregate period of not more than 20 business days (for all such extensions) beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Parent and Merger Sub agree that Merger Sub shall from time to time extend the Offer, if requested by the Company, (i) if at the Initial Expiration Date (or any extended expiration date of the Offer, if applicable), any of the conditions to the Offer other than the Minimum Condition shall not have been waived or satisfied, and the Minimum Condition shall have been satisfied, until (taking into account all such extensions) the earlier of August 31, 2000 or such earlier date upon which any such condition shall not be reasonably capable of being satisfied prior to August 31, 2000; or (ii) if at the Initial Expiration Date (or any extended expiration date of the Offer, if applicable), all of the conditions to the Offer other than the Minimum Condition shall have been waived or satisfied and the Minimum Condition shall not have been satisfied, until the earlier of ten (10) business days after such expiration date or August 31, 2000. Upon the prior satisfaction or waiver of all the conditions to the Offer, and subject to the terms and conditions of this Agreement, Merger Sub will, and Parent will cause Merger Sub to, accept for payment, purchase and pay for, in accordance with the terms of the Offer, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as reasonably practicable after the expiration of the Offer. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, without interest thereon, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), Merger Sub shall accept for payment and pay, as promptly as practicable after expiration of the Offer, for all Shares validly tendered and not withdrawn.
Right to Repurchase CMSI cannot exercise its right to repurchase the mortgage loans pursuant to section 9.1(a) of the Standard Terms unless · the aggregate scheduled principal balance of the mortgage loans is less than $49,678,132.50 at the time of repurchase, and · if there is an insured class outstanding and the exercise of such repurchase right would result in a draw under any certificate insurance policy, the Insurer has previously consented.
Offer Preparation of this Lease by either Lessor or Lessee or Lessor's agent or Lessee's agent and submission of same to Lessee or Lessor shall not be deemed an offer to lease. This Lease is not intended to be binding until executed and delivered by all Parties hereto.
Repurchase Offers In the event that, pursuant to Sections 4.10 and 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state:
Offer to Repurchase In the event that, pursuant to Section 3.7, the Issuer is required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below:
Participation of Broker-Dealers in Exchange Offer (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. The Company and the Guarantors understand that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.
No Offer to Sell Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

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