Such First Offer definition

Such First Offer. Notice shall constitute an offer by the Transferring Member to sell to the other Members all, but not less than all, of the Membership Interest in the Company that the Transferring Member proposes to transfer (the "Offered Interest") upon the terms and conditions set forth in the First Offer Notice. The last of the dates on which, pursuant to the provisions of Section 10.2, the First Offer Notice is deemed to be given to the Members is hereinafter referred to as the "Notice Date." Those non-transferring Members desiring to purchase all or a portion of the Offered Interest shall agree among themselves as to the portion of the Offered Interest to be purchased by each. In the absence of such an agreement, each non-transferring Member desiring to purchase all or a portion of the Offered Interest shall be entitled to purchase a portion of the Offered Interest in the same ratio as the percentage of Membership Interests held by such non-transferring Member holds relative to the collective percentage of Membership Interests held by all non-transferring Members desiring to purchase all or a portion of the Offered Interest.
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Examples of Such First Offer in a sentence

  • Such First Offer Notice shall constitute an offer by the Transferring Member to sell to the other Members all, but not less than all, of the Membership Interest in the Company that the Transferring Member proposes to transfer (the "Offered Interest") upon the terms and conditions set forth in the First Offer Notice.

  • Such First Offer Stockholder shall have two business days from the date such notice was confirmed in writing (which confirmation may be by facsimile transmission) to purchase the remaining First Offer Shares.

  • Such First Offer shall be accepted or refused by the Selling Party within ten (10) days after its receipt thereof.

  • Such First Offer shall include all of the material terms of the proposed transaction (less any terms lawfully protected under a nondisclosure agreement or that is otherwise proprietary).

  • Such First Offer Purchase Price shall be reduced by the amount of the Purchase Price as defined in the Purchase Agreement that is allocated to leasehold improvements under the Purchase Agreement as set forth in Exhibit B attached hereto.

  • Such First Offer Notice shall be deemed properly given only if on the First Offer Exercise Date: (i) this Lease shall not have been previously terminated or canceled and (ii) Tenant shall not be in breach or default of any of Tenant's monetary or material non-monetary obligations under this Lease (after notice and the expiration of any applicable cure period provided in this Lease).

  • Such First Offer Notice shall set forth the First Offer Space and the date (the "AVAILABILITY DATE") on which the same is expected to be available for possession by NYTC.

  • Such First Offer Notice shall (a) identify the First Offer Space(s) that will be available and (b) state the projected delivery date.

  • Such First Offer shall (i) offer to purchase the First Offer Interest for an amount payable in cash in full at the closing of such purchase (the “Offer Price”) and (ii) shall be accompanied by evidence demonstrating the ability of the First Offer Shareholder to satisfy the purchase price set out in the First Offer.

  • Such First Offer to Tenant shall be made in writing (the "Notice of Offer"), and shall set forth the price and other key economic and other terms upon which Landlord is prepared to sell the Offered Property ("Offered Terms").

Related to Such First Offer

  • First Offer has the meaning set forth in Section 3.9(e)(1) or Section 11.1(b)(i), as applicable.

  • First Offer Notice shall have the meaning set forth in Section 14.4(a).

  • Right of First Offer has the meaning set forth in Section 8.7.

  • First Offer Period has the meaning set forth in Section 13.5.

  • Right of First Refusal and Co-Sale Agreement means the agreement among the Company, the Purchasers, and certain other stockholders of the Company, dated as of the date of the Initial Closing, in the form of Exhibit G attached to this Agreement.

  • Offer Notice shall have the meaning set forth in Section 4.1.

  • Right of First Refusal means the Company’s right of first refusal described in Section 8.

  • ROFR means a right of first refusal to purchase or a right of first offer to purchase one or more of the Mortgaged Properties pursuant to a recorded instrument (or a memorandum thereof) encumbering the applicable Mortgaged Property.

  • Right of First Refusal Agreement means the Right of First Refusal Agreement, dated as of August 4, 2017, among the Partnership, the Operating Partnership and NextEra Energy Resources, LLC.

  • First Refusal Right means the right granted to the Corporation in accordance with Article E.

  • ROFR Notice has the meaning set forth in Section 3.02(d).

  • ROFO Notice is defined in Section 6.2(a).

  • Last best offer package means the offer exchanged by parties not less than 14 days prior

  • Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.

  • Transfer Notice Date has the meaning given to it in Section 2.06.

  • Transfer Notice means the notice of a proposed transfer of Shares described in Section 8.

  • Proposed Transfer means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Key Holders or Investors.

  • Initial Offer means the initial offer of Participating Shares in a Fund as set out in the applicable Supplement;

  • Bona Fide Offer means an actual or genuine offer which includes a specific wage or a training opportunity at a specified place when used to determine whether the parent has refused an offer of training or employment.

  • Subsequent Offering means any further issuance of Interests in any Series, excluding any Initial Offering or Transfer.

  • Co-Sale Notice has the meaning set forth in Section 5.3.

  • Sale Notice has the meaning set forth in Section 3.04(b).

  • Second Notice means notice to the Class in a form to be approved by the Court, which shall substantially be in accordance with the notice at Schedule “E”.

  • Initial Offer Period means the period determined by the Directors during which Shares of any class are offered by the ICAV for purchase or subscription at the Initial Price.

  • Offering Notice has the meaning set forth in Section 4.3(b).

  • Term SOFR Notice means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.