Rights of First Offer and First Refusal. 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 are not interested in the purchase of said Membership Interest, itsResponse 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 part A. In the event another Member is interested in negotiating for the purchase of such Membership Interest as listed in the Initial Notice (an “Interested Member”), the parties shall proceed in good faith with such negotiations for a reasonable period of time, but in no event to exceed twenty (20) days from the date of the Response Notice. If the parties are unable to reach a satisfactory agreement as to the price at which to sell the Membership Interest and the other economic terms within such time, then either party may then cease discussions by providing five (5) days' written notice to the other party (the "Breakoff Notice"). Upon receipt of a waiver of rights or if the Initiating Member does not timely receive a Response Notice from the other Members as provided in this part A or after the negotiations cease pursuant to the foregoing, the Initiating Member shall thereafter be governed by the following procedure(s): The Initiating Member shall thereafter be free to enter into a purchase agreement with any other person or entity for the sale of the Membership Interest as identified in the Initial Notice, so long as the resulting purchase agreement is entered into within six (6) months of: a) the last date when a Response Notice should have been given, if no Response Notice is given, or b) receipt of a waiver of rights or c) the Breakoff Notice, as the case may be (the “Exclusion Period”). If no purchase agreement results within said Exclusion Period, then this Right of First Offer provision shall again be applicable with respect to said Membership Interest. During ...
Rights of First Offer and First Refusal. To 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. 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 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. 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. Notwithstanding 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 Period” with 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. The Holder may not sell, exchange, or otherwise transfer the Common Stock acquired through the exercise of such Option without first offering the Common Stock to the Company. The Company shall have sixty (60) days, after receipt of written notification from the Holder of his intention to transfer all, but not less than all, of the Common Stock, to elect to purchase the Common Stock from the Holder for the price and on the terms set forth in the Holder's notice. In the event that the offer is not accepted by the Company, the Holder shall thereafter have the right to negotiate a sale of all, but not less than all, of the Common Stock to any other person; provided, however, that the Holder shall not have the right to complete such sale without first presenting the Company with a bona fide written offer for such Common Stock from a third party, upon which the Company shall have the right, for a period of sixty (60) days thereafter, to purchase such Common Stock for the price and upon equivalent terms as set forth in the bona fide written offer. For purposes of this Section 7(b), an offer from a third party to purchase all of the Holder's Common Stock shall not be deemed to be a "bona fide written offer" until a deposit equal to ten percent (10%) of the purchase price stated in such offer is placed in escrow with the Holder's counsel of choice. If the Company does not elect to exercise its right of first refusal within such 60-day period, then the Holder shall be free to complete the proposed transfer or sale on the terms and conditions set forth in the bona fide written offer within ninety (90) days thereafter. If such transfer or sale is not completed within 90 days, the Holder shall again be required to give notice of a bona fide written offer pursuant to this Section 7(b), which notice will again give rise to the rights of first refusal provided above (for an additional 60 days), prior to completing such transfer. As a condition to the effectiveness of any such transfer, the transferee shall agree to take such Common Stock subject to all of the terms and conditions of this Section 7, and shall execute and deliver to the Company an instrument acknowledging such acceptance, in form and substance acceptable to the Company.
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 INSCORP, or Cumberland (a "Selling Party") of any Equity Securities beneficially owned by such Selling Party, then Cumberland, in the event that INSCORP is the Selling Party, or INSCORP, in the event that Cumberland is the Selling Party (each of Cumberland or INSCORP being an "Offeree Party"), shall be offered the following rights with respect to such Equity Securities:
