First Refusal Offer definition

First Refusal Offer has the meaning assigned to such term in Section 2.2(a).

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First Refusal Offer shall have the meaning set forth in Section 8.3(a).

First Refusal Offer means any offer or agreement to sell, transfer, assign, or in any other way to convey or dispose (such action being a “Disposition”) either directly or indirectly, all or any portion of the Grantor’s Partnership interest (the “Partnership Interest”). For the purposes of this paragraph a Disposition shall include the sale of the shares of a corporate Limited Partner such that Control of a corporate Limited Partner changes.

Examples of First Refusal Offer in a sentence

• A failure by any Non-Transferring Significant Member to validly deliver an Acceptance Notice during the Refusal Period shall be deemed a rejection of the First Refusal Offer and a waiver of such Non-Transferring Significant Member’s right to purchase any portion of the First Refusal Units.

• The Right of First Refusal Offer may be accepted on such terms, but only in whole, by delivering written notice (the "Acceptance Notice") to the Transferring Shareholder on any date on or before the 30th day (or 10th day in the case of a Market Sale) following the later of the Notice Date or the date the all cash alternative purchase price is finally determined pursuant to Section 6.4(c).

• The Offer Notice shall constitute an irrevocable offer (the "Right of First Refusal Offer") subject to the provisions of this Article VI by the Transferring Shareholder to sell to the Offeree Shareholders (and their respective designates, if any) all (but not less than all) of the Offered Shares, upon the terms set forth in the Offer Notice or, at the option of the Offeree Shareholders (and such designates), pursuant to the all cash alternative purchase price established pursuant to Section 6.4(c) hereof.

• If ▇▇▇▇▇ does not make the ROFR Election prior to the expiration of the ROFR Election Period and the Proposed ▇▇▇▇▇▇ Transferee is not a ▇▇▇▇▇▇ Qualified Transferee, then ▇▇▇▇▇▇ shall be permitted to consummate the Transfer of the ROFR Interest to the Proposed ▇▇▇▇▇▇ Transferee identified in the First Refusal Offer only if approved in writing by ▇▇▇▇▇ in its sole and absolute discretion, and strictly in accordance with the terms of the Binding LOI.

• The number of Offered Shares to be acquired by each Offeree Shareholder or Offeree Shareholder designate shall be determined as agreed to in writing prior to the delivery of the Acceptance Notice among the Offeree Shareholders and Offeree Shareholder designates electing to accept such Right of First Refusal Offer.

More Definitions of First Refusal Offer

First Refusal Offer has the meaning set forth in Section 11.4(a). ------------------- ---------------

First Refusal Offer has the meaning set forth in SECTION 11.2(A).

First Refusal Offer has the meaning set forth in Section 17.1.

First Refusal Offer means any bona fide arm’s length offer or agreement to sell, purchase, lease, transfer, assign, pledge, mortgage, hypothecate or in any other manner to convey or dispose, either directly or indirectly, all or any portion of Percentage Participation or the Property;

First Refusal Offer has the meaning set forth in Section 6.5(a) hereof.

First Refusal Offer means any offer to sell, purchase or lease, agreement to lease, offer to purchase, or any other agreement of whatsoever kind or nature whereby the Aerodrome Company disposes of or conveys or agrees to dispose of or convey, either directly or indirectly, all or any portion of the Aerodrome Lands or all or any portion of its interest therein.

First Refusal Offer has the meaning set forth in Section 8.1(a)(ii)(A). “First Refusal Period” has the meaning set forth in Section 8.1(a)(ii)(B).