We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Rights of First Offer and First Refusal Sample Clauses

Rights of First Offer and First RefusalA Shareholder who desires to sell (the "Seller") all, but not less than all of the Ordinary Shares owned by him (the "Offered Securities") shall give notice (the "Selling Notice") to the other Shareholders (the "Other Shareholders") of his intention so to do. The Selling Notice shall state the price per Share at which the Seller is prepared to sell the Offered Securities, shall provide that the purchase price is to be paid in full on the completion of the sale and the proposed date of sale (the "Sale Date"), which shall not be less than 45 days nor more than 60 days after the date on which the Selling Notice is given to the Other Shareholders. In such event, unless all the Other Shareholders and the Seller otherwise agree, the following provisions shall govern such purchase and sale: (a) the Selling Notice shall be deemed to be an offer, irrevocable within the time hereinafter specified for acceptance, by the Seller to sell the Offered Securities to the Other Shareholders; (b) within 30 days after receipt of the Selling Notice, each Other Shareholder may give to the Seller a notice of acceptance (an "Acceptance Notice") which shall set forth the number of Offered Securities which such Other Shareholder is willing to purchase from the Seller; (c) if the Other Shareholders collectively are prepared to purchase all or more than all of the Offered Securities, then the Other Shareholders shall be entitled to purchase the Offered Securities. If all of the Other Shareholders do not claim their respective proportions, the unclaimed Offered Securities shall be allocated so as to satisfy the unsatisfied claims of Other Shareholders for Offered Securities in excess of their proportions and, if the claims in excess are more than sufficient to exhaust such unclaimed Offered Securities, the unclaimed Offered Securities shall be divided among the remaining Other Shareholders in proportion to their holdings of Shares immediately prior to the delivery of the Selling Notice. The allocation method set out in this paragraph shall be, if necessary, repetitively applied until either (i) all Offered Securities are accepted, or (ii) all claims of the Other Shareholders for Offered Securities are satisfied. An Other Shareholder shall not be bound to purchase any Offered Securities in excess of the number which it agreed to purchase in his Acceptance Notice; (d) if none of the Other Shareholders accepts the offer or the Other Shareholders collectively are not prepared to purchase a...
Rights of First Offer and First RefusalTo the extent that the Subscriber or any Affiliate of the Subscriber is entitled to purchase any Fund Investment pursuant to a right of first refusal, right of first offer or any other similar contractual right or obligation pursuant to any Fund Agreement by virtue of the Subscriber or such Affiliate being a limited partner of a Fund, the Subscriber shall (and shall cause each of its Affiliates to) waive such right.
Rights of First Offer and First Refusal. Subject to compliance with applicable transfer restrictions in the Certificate of Designation, in the event a Common Member (the ("Initiating Member") desires to sell all or any portion of its Membership Interest to a Person other than a Permitted Transferee of such Initiating Member, the Initiating Member shall comply with the provisions below: (a) The Initiating Member shall first notify the other Members in writing ("Initial Notice"). Said Initial Notice shall set forth the Membership Interest being offered and the proposed sale price for the Membership Interest. Within ten (10) business days of such Initial Notice, the other Members shall respond to the Initiating Member in writing whether or not such other Members wish to proceed with negotiations for the purchase and sale of the Membership Interest as set forth in the Initiating Member's Initial Notice (the "Response Notice"). If any of the other Members is not interested in the purchase of said Membership Interest, its Response Notice shall include a waiver by it of its rights under this Right of First Offer which shall be effective for six (6) months with respect to any purchase agreement entered into by the Initiating Member for its Membership Interest in accordance with this Article VI. In the event another Member is interested in negotiating for the purchase of such Membership Interest as listed in the Initial Notice (an
Rights of First Offer and First Refusal. Except as otherwise expressly provided herein, during the Initial Term and any Renewal Term of this Agreement, FUSA shall have the right of first offer and the right of first refusal with respect to the performance and provision of the credit card services contemplated by this Agreement, including, without limitation, the right of first offer and the right of first refusal with respect to the offering, review and processing of all Credit Card applications generated by the Company through any marketing program, including, without limitation, through any Company Phone Services.
Rights of First Offer and First Refusal. Except for Transfers under Section 8.2 above or pursuant to any of the options granted in Article 9 or 10 herein, prior to the Transfer by either the Murrxx Xxxup or Cumberland (a "Selling Party") of any Equity Securities beneficially owned by such Selling Party, then Cumberland, in the event that the Murrxx Xxxup is the Selling Party, or the Murrxx Xxxup, in the event that Cumberland is the Selling Party (each of Cumberland or the Murrxx Xxxup being an "Offeree Party"), shall be offered the following rights with respect to such Equity Securities:
Rights of First Offer and First Refusal. A. Right of First Offer -------------------- If, at any time during the Term of this Lease, as the same may be extended pursuant to the Extension Option, Landlord shall elect to list the Building for sale, not as part of the Project as a whole or with any other buildings in the Project, but as a stand alone building with such parking, access and other exterior amenities as may be necessary or appropriate (collectively, the "Building Parcel"), Tenant shall have, and Landlord hereby grants to Tenant, a right of first offer to purchase the Building Parcel (the "Right of First Offer"), on the terms and conditions set forth in this Subsection A. Prior to offering the Building Parcel for sale to the general public, Landlord shall notify Tenant in writing of its desire to sell the Building Parcel. Tenant shall have thirty (30) days following the effective date of such notice from Landlord within which to present an offer to purchase the Building Parcel from Landlord ("Tenant's Offer"). During such thirty (30) day period, Landlord will provide such information concerning the Building Parcel as Tenant might reasonably request in order to assist Tenant in developing Tenant's Offer. Landlord agrees that it will consider and deal with Tenant's Offer in good faith, and will enter into such negotiations as Landlord, in the exercise of its sound business judgement deems appropriate or advisable; provided, however, that nothing herein contained shall require Landlord to accept Tenant's Offer or to enter into negotiations with Tenant if Tenant's Offer is otherwise unacceptable to Landlord. At such time as Landlord shall notify Tenant in writing that Landlord has rejected Tenant's Offer, then Landlord shall be free to list the Building Parcel for sale to third parties. Tenant's Right of First Offer shall not be exercisable at any time that Tenant is in default under any of its material obligations under this Lease. If Landlord shall elect to sell the Project as a whole or to sell the Building as part of a package which includes another building in the Project, then this Right of First Offer shall not apply.
Rights of First Offer and First Refusal. 8.1. Notice of Intent to Transfer. USW shall give written notice (a "Notice of Intent") to ATI at such time as it first forms a bona fide intention to transfer, within the next twelve months, Voting Securities then held by USW or its Affiliates in transactions permitted by clauses (iii) or (iv) of Section 5.3(a) (any registered public offering permitted by Section 5.3(a)(iii) or (iv) being referred to hereinafter as a "Permitted Offering"). USW shall not be permitted to transfer outstanding Voting Securities until 90 days after the delivery of such Notice of Intent. USW shall include in such Notice of Intent all additional information required to be included in a ROFO Notice or ROFR Notice (as defined below) that reasonably can be provided at the time the Notice of Intent is delivered. USW shall be under no obligation to send more than one such Notice of Intent.
Rights of First Offer and First RefusalNotwithstanding the provisions of that certain letter agreement, dated March 6, 2015, among the Company, the Seller, the Parent and the Lender pursuant to which certain rights of first offer and first refusal were granted to the Lender, the Lender hereby agrees that (a) the provisions of Section 1(a) thereof shall not apply to any extension of the Commitment Termination Date occurring on or prior to May 6, 2017 and (b) in the event that the Lender has not delivered any notice of unilateral extension of the Commitment Termination Date in accordance with the definition thereof on or prior to December 23, 2016, the “Review Periodwith respect to any “Proposed Financing Notice” (each as defined in Section 1(b) thereof) relating to any refinancing of the Collateral shall be reduced to five (5)
Rights of First Offer and First Refusal. (a) (i) If Telesystem or Investissement T.E.L. Inc. or Telesystem Ltd., the parent company of Telesystem (collectively, the "Seller") desires to enter into a transaction or series of transactions, related or unrelated, the effect of which, directly or indirectly, results in a Change of Control of any Seller (including the sale of a Subsidiary substantially all of the assets of which are the Shares), then the Seller shall first offer (the "Offer") the opportunity to Investor (or its designees) to complete the transaction on the same terms and conditions in accordance with the procedures for rights of first offer set forth in Section 5(b) hereof.
Rights of First Offer and First Refusal. 29 10.1 Notice of Intent to Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 10.2