Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Sponsor shall have until the end of the ROFO Notice Period to offer to purchase any or all of the New Equity Securities by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the Sponsor.
Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Purchaser shall have until the end of the ROFO Notice Period to offer to purchase all or a portion of its pro rata share of the New Equity Securities, based on the number of Forward Purchase Shares the Purchaser has agreed to purchase hereunder out of the total number of Class A Shares that the Purchaser and other Forward Contract Parties have agreed to purchase at the FPU Closing, by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser.
Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Purchaser shall have, until the end of the ROFO Notice Period, the right (but not the obligation) to offer to purchase all or a portion of its pro rata portion of the New Equity Securities, by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser.
Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Advisors shall have until the end of the ROFO Notice Period to accept the Company’s offer to purchase, in whole or in part, its pro rata share of the New Equity Securities by delivering a written notice (a “ROFO Notice”) to the Company stating that it accepts, on behalf of one or more specified Clients or other Purchasers, the Company’s offer to purchase such New Equity Securities on the terms specified in the Offering Notice and in the amounts specified in the ROFO Notice. Any ROFO Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasers.
Exercise of Right of First Offer. (i) Upon receipt of the Offering Member Notice, the Company and each ROFO Rightholder shall have the right to purchase the Offered Units in the following order of priority: first, the Company shall, subject to approval by a Supermajority Board Vote, have the right to purchase all or any portion of the Offered Units in accordance with the procedures set forth in Section 10.3(d)(ii), and thereafter, the ROFO Rightholders shall have the right to purchase the Offered Units, in accordance with the procedures set forth in Section 10.3(d)(iii), to the extent the Company does not exercise its right in full. Notwithstanding the foregoing, the Company and the ROFO Rightholders may only exercise their right to purchase the Offered Units if, after giving effect to all elections made under this Section 10.3(d), no less than all of the Offered Units shall be purchased by the Company and/or the ROFO Rightholders, subject to the limitations set forth in Section 3.5 through Section 3.7. Notwithstanding the foregoing, in the event that the procedures set forth in this Section 10.3 would result in a Member’s ownership exceeding the limitations set forth in Section 3.5, the amount of any such excess shall be allocated among the other Purchasing Rightholders that do not and will not exceed the limitations set forth in Section 3.5 after the exercise of their respective rights under this Section 10.3, provided, however, that if as a result of the reallocation among the Purchasing Rightholders, all of the Purchasing Rightholders’ ownership would exceed the limitations set forth in Section 3.5, then any remaining excess may be offered to a third party on the same terms.
Exercise of Right of First Offer. (i) The Sponsor shall have a period of five (5) Business Days following its receipt of the Business Combination LOI (the “Initial Offer Period”) to deliver a bona fide binding written offer (the “ROFO Offer Notice”) to the Company (the “Sponsor Offer”) to purchase such New Equity Securities on the terms specified in the ROFO Offer Notice (the “Sponsor Offer Terms”). If the Sponsor does not deliver an ROFO Offer Notice to the Company during the Initial Offer Period, the provisions of this paragraph 12 shall be deemed terminated and the Right of First Offer shall be deemed expired. If the Sponsor delivers a ROFO Offer Notice to the Company during the ROFO Notice Period, the Company may thereafter determine, within five (5) Business Days following its receipt of the ROFO Offer Notice, in its sole discretion, to (A) accept the ROFO Offer by delivery of a written notice to the Sponsor (an “Acceptance Notice”) or (B) reject the ROFO Offer.
Exercise of Right of First Offer. (i) Upon receipt of the First Offer Notice, each Offeree Shareholder shall have the option (the "Shareholders' Right of First Offer"), which shall be exercisable by written notice (the "Notice of Election") delivered to the Selling Shareholder within ten (10) days after the date of the First Offer Notice (the "Shareholders' First Offer Option Period"), to purchase from the Selling Shareholder, at the price and upon the terms specified in the First Offer Notice, a number of shares of Common Stock and a number of Warrants up to the sum of (A) the number of shares of Common Stock and Warrants included in the Offered Securities multiplied by a fraction, the numerator of which is the number of shares of Common Stock and shares of Common Stock issuable upon exercise of Warrants ("Common Stock Equivalents") owned by such Offeree Shareholder and the denominator of which is the number of shares of Common Stock and Common Stock Equivalents held by all Offeree Shareholders and (B) the number of shares of Common Stock and Warrants that, under the formula in clause (A), all Offeree Shareholders could have elected to purchase but did not so elect, multiplied by a fraction, the numerator of which is the number of shares of Common Stock and Common Stock Equivalents owned by such Offeree Shareholder and the denominator of which is the total number of shares of Common Stock and Common Stock Equivalents owned by the Offeree Shareholders (including such Offeree Shareholder) that exercised the option provided herein. Each Offeree Shareholder who desires to exercise its option to purchase Offered Securities shall state in its Notice of Election the number of shares of Common Stock and Warrants that such Offeree Shareholder proposes to purchase determined in accordance with clause (b)(i)(A) plus an amount of additional shares and Warrants, if any, that such Offeree Shareholder would be willing to purchase from the Selling Shareholder in the event that one or more Offeree Shareholders (other than such Offeree Shareholder) elect not to exercise their Shareholders' Right of First Offer, in whole or in part. If any Offeree Shareholder shall fail to deliver the Notice of Election within the Shareholders' First Offer Option Period, such failure shall be deemed an election not to purchase any Offered Securities subject to the Shareholders' Right of First Offer and such Shareholders' Right of First Offer shall thereupon expire with respect to the Offered Securities only.
Exercise of Right of First Offer. If Tenant receives a First Offer Notice for a First Offer Increment and desires to lease the First Offer Increment, Tenant shall, within ten (10) Business Days after the delivery of the First Offer Notice to Tenant, notify Landlord thereof in writing (“Tenant’s Exercise Notice”), which Tenant’s Exercise Notice shall advise Landlord that Tenant either (i) elects to lease the First Offer Increment on the terms set forth in the First Offer Notice or (ii) elects to lease the First Offer Increment, but desires to have the Fair Market Rent, tenant improvement allowance and other market concessions determined by appraisal in accordance with the procedures set forth in Paragraph 60.c. below. If Tenant’s Exercise Notice does not specify whether Tenant has selected (i) or (ii) from the immediately preceding sentence, Tenant shall be deemed to have selected item (i). If Tenant’s Exercise Notice selected item (ii), then the parties shall comply with the procedures of Paragraph 60.c. below to determine the Fair Market Rent, tenant improvement allowance and other market concessions (with the fifteen (15) day period referred to in the first sentence of Paragraph 60.c being the fifteen (15) day period following the date of Tenant’s Exercise Notice) and the results of the appraisal procedure shall be binding on the parties and Tenant may not revoke its exercise of the of the right of first offer for the subject First Offer Increment. Tenant must lease the entire First Offer Increment covered by a First Offer Notice and may not lease only a portion thereof and Tenant may only lease a First Offer Increment for the length of term specified by Landlord in the First Offer Notice. If Tenant does not deliver a Tenant’s Exercise Notice within the required ten (10) Business Day period, then Landlord shall have a period of six (6) months to lease the First Offer Increment to a third party on any terms Landlord desires. If Landlord has not leased the First Offer Increment to a third party within the aforementioned six (6) month period, then Landlord must again comply with the notice provisions set forth above prior to leasing the First Offer Increment to a third party. If Tenant does not exercise its right of first offer and Landlord enters into a lease of the First Offer Increment with a third party, Tenant’s right of first offer shall again apply to the First Offer Increment if such space becomes “available for lease” (as defined above) at a later date during the Lease term. If, du...
Exercise of Right of First Offer. If the Company proposes to issue New Securities, the Company shall give written notice to Guidant stating (a) its bona fide intention to offer or issue New Securities, (b) the number of such New Securities to be offered, (c) the price and general terms upon which it proposes to offer such New Securities, and (d) the identity of the persons or entities or classes of persons or entities to whom such New Securities are proposed to be issued. Within twenty (20) calendar days after receipt of such notice, Guidant may elect to purchase or obtain, at the price and on the terms specified in the notice, up to its pro rata share of such New Securities, as such pro rata share is calculated pursuant to Section 0 hereof, in the event the Company proposes to issue such New Securities to persons or entities by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. Guidant shall retain its right of first offer pursuant to Section 13 hereof until (i) this Agreement terminates or (ii) upon a Change of Control described in Section 12.10 hereof and shall not be affected in any way by any previous refusals to exercise its right of first offer and to purchase any New Securities.
Exercise of Right of First Offer. Upon receipt of the Offer Notice, the Holder shall have until the end of the ROFO Notice Period to elect to enter into the Forward Notes Refinancing by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to enter into the Forward Notes Refinancing on the exact terms specified in the Offer Notice. If the Holder does not deliver a ROFO Offer Notice during the ROFO Notice Period, the Holder shall be deemed to have waived all its rights to participate in the Forward Notes Refinancing under this Section 7, and the Company may, during the thirty (30) day period following the expiration of the ROFO Notice Period (the “Waived ROFO Period”), consummate the Forward Notes Refinancing with an independent third party on material terms and conditions no more favorable to the independent third party than those set forth in the Offer Notice. If the Company does not consummate the Forward Notes Refinancing within the Waived ROFO Transfer Period, the rights provided hereunder shall be deemed to be revived and the Forward Notes Refinancing shall not be offered to any person unless first re-offered to the Holder in accordance with this Section 7. A waiver of one Forward Notes Refinancing will not constitute a waiver on any other future Forward Notes Refinancing.
