Acquisition Right. (a) In the event the Merger fails to close for any reason, Parent shall promptly provide the Property Information to the Company, and the Company shall be entitled to purchase from Parent, at the Company’s option exercisable by written notice to Parent within thirty days after receipt of the Property Information, fifty percent (50%) of any Oil and Gas Properties (the value of which exceeds $1,000,000, in which Parent does not hold any interest as of the date of this Agreement) which Parent acquired or entered into a contract or agreement to acquire during the period from the date of this Agreement until the termination of this Agreement. Notwithstanding the foregoing, the Company shall not have an option to acquire any of the Oil and Gas Properties in the Flower Prospect in Xxxxx, Xxxxx and Yell Counties in Arkansas. The Company’s failure to notify Parent of its election within such thirty (30) day period shall be deemed an election not to exercise the option. If the Company timely exercises such option, the purchase price for the Oil and Gas Properties to be acquired by the Company pursuant to such option, shall be in an amount equal to fifty percent (50%) of the amount paid by Parent for the Oil and Gas Properties of Parent that are subject to such option based on the value allocated to such Oil and Gas Properties in the purchase by Parent (including all reasonable expenses incurred in connection with such purchase, and adjusted to reflect the economic effective date of the purchase by the Company) in cash. Subject to receipt of required third party consents (other than governmental consents customarily obtained post-acquisition) and waiver or expiration of applicable preferential purchase rights, such purchase by the Company from Parent shall close within ten (10) days after the Company timely delivers its written notice of intent to purchase to Parent. In the event any portion of the offered Oil and Gas Properties are subject to third party consents which have not been obtained, or preferential purchase rights which have not expired or been waived, prior to the scheduled closing date, then the parties shall proceed to closing as to the unaffected Oil and Gas Properties only, and closing on the Oil and Gas Properties that are affected by such preferential purchase rights and/or consents shall be delayed until such consents have been obtained and such preferential rights have expired or been waived. In the event such consents have not been obtained, or t...
Acquisition Right. (a) The Practice shall cause each of its members to hereby irrevocably grant to VRC the fully assignable right, but not the obligation, to acquire or to designate a qualified buyer to acquire all of the membership units of Practice (the “Securities”) for the sum of the lesser of the amount paid by each of the holders for such securities or the book value thereof (“Acquisition Right”) in each of the following instances:
Acquisition Right. (a) Subject to Section 11(d) below, if SC-PG delivers an Officer's Certificate to WAT, WAT, at its option, may elect to acquire 100%, but not less than 100%, of the WEA Shares held by SC-PG which are the subject of the Officer's Certificate at a price per WEA Share payable in cash equal to the greater of (i)(a), in the case of Shares of Series G Preferred Stock to be acquired, (I) 110% of the Liquidation Preference per share of Series G Preferred Stock to be acquired, plus (II) 100% of all accrued and unpaid dividends as provided in paragraph (b) below or (b), in the case of Common Stock to be acquired, 110% of the Conversion Price (as defined in the Certificate of Designation) as of the Call Date per share of Common Stock to be acquired and (ii)(I) 110% of the Converted Value per WEA Share plus (II) 100% of all accrued and unpaid dividends as provided in paragraph (b) below.
Acquisition Right. (a) In the event referred to in paragraph 10.03 above, the other Party will have the right to acquire, and the Party which exercised the conversion right will have the obligation to sell, shares of the same nature and type as those arising from the exercise of the conversion of the Bonds, to the extent that said shares are divided between the Parties, respecting the original proportions of the Parties’ holdings in the capital of the Company (80 (eighty)% Pirelli - 20 (twenty)% Edizione).
Acquisition Right. 82 ARTICLE 6 CONDITIONS..................................................... 84 Section 6.1 Conditions to Each Party's Obligation To Effect the Merger................................................. 84 Section 6.2 Conditions to the Obligation of the Company to Effect the Merger............................................. 84 Section 6.3 Conditions to Obligations of Parent and Purchaser to Effect the Merger...................................... 86
Acquisition Right. The shareholder(s) of Practice hereby irrevocably grant(s) Manager the fully assignable right, but not the obligation, to acquire or to designate a qualified buyer to acquire all of the stock of Practice (the "Stock") for the sum of the lesser of the amount paid by the shareholder(s) for such Stock or the book value thereof ("Acquisition Right") in each of the following instances:
Acquisition Right. Each Offeree shall have the right but not the obligation to acquire its share in the proportion to which its interest in the AMI bears to the aggregate interest in the AMI of the Acquiring Party and all other non-acquiring party(s) who have elected not to acquire an interest in the Mineral Interests so offered.
Acquisition Right. (1) Except as otherwise provided in section 16.4, if a Shareholder desires to Transfer all or any part of its Interest, then the other Shareholder (“Remaining Shareholder”) will have the right of first refusal to acquire such Interest as provided in this section 16.3.
Acquisition Right. Except as otherwise provided in Section 14.4, if a Member desires to Transfer all or any part of its Membership Interest, the other Member or Members, as the case may be (“Remaining Member” or “Remaining Members” as the case may be) shall have the right of first refusal to acquire such interests as provided in this Section 14.3.
Acquisition Right. 37 Except as otherwise provided in Section 15.4, if a Member desires to Transfer all or any part of its Membership Interest (including without limitation a Transfer in connection with the foreclosure or other enforcement of rights in a pledge, security 36 The drafter should alternatively consider an absolute prohibition on pledges by a Member of its Membership Interest without the consent of the other Member. 37 Note the “preemptive right” has been renamed an “acquisition right” consistent with more common usage. A preemptive right would typically apply to additional interests to be issued by the Company. interest or other encumbrance granted pursuant to Section 15.2(f)), the other Member shall have the first right to acquire such interests as provided in this Section 15.3.
