Certain Rights of First Refusal Sample Clauses

Certain Rights of First Refusal. If Buyer shall not have secured to its satisfaction the unconditional release and waiver of the rights of first refusal on the sale of the stores listed in Exhibit U from the respective holders of such rights on or before Closing, then, at Buyer's request, Seller, the Companies and Buyer shall promptly cooperate to comply with the applicable provisions of the applicable right of first refusal (including entering into separate purchase and sale agreements for the Real Estate for each such store that is the subject of such right of first refusal and excluding such Real Estate (but only to the extent the same is subject to the right of first refusal in question and without effect on the other Assets) from the terms of this Agreement), including providing the holder of such right or option with such other sufficient information and documentation to exercise such right. The separate purchase price for the stores listed in Exhibit U for such purposes shall be as set forth in Exhibit U. The Purchase Price under this Agreement shall not be reduced by such amounts and shall be payable in full as otherwise provided in this Agreement whether or not any such holder exercises any such right or the closing on or conveyance of any of such stores occurs. However, if the Closing under this Agreement occurs, Buyer shall be entitled to receive all proceeds payable under each such separate agreement, whether the closing thereunder occurs prior to, concurrent with or subsequent to the Closing under this Agreement, whether payable by the holder of such right or by Buyer if such holder does not exercise such right, provided that the proceeds shall not be payable prior to Closing. If any such right is not exercised, then the store that was the subject of such right shall be conveyed to Buyer pursuant to this Agreement or the applicable separate agreement, as the case may be.
Sample 1
AutoNDA by SimpleDocs
Certain Rights of First Refusal. In the event DPI develops after the date hereof any new product or further development with respect to the Products or any original equipment manufacturing application with respect to the Product, DPI shall, as soon as practicable after the development of a prototype thereof, notify Thomson of such new product or development (collectively the "New Product"). Upon the execution of a mutually satisfactory confidentiality agreement with respect to such New Product DPI shall provide all appropriate information about such New Product to Thomson. On or before the ninetieth (90th) day after DPI notifies Thomson of the existence of a New Product, Thomson shall indicate in writing whether it desire to market such New Product in the Territory. If Thomson so desires to market the New Product, DPI and Thomson agree to negotiate in good faith an agreement governing the terms and conditions under which Thomson would have the marketing rights to the New Product (the "New Product Agreement). The New Product Agreement shall be substantially similar to this Agreement with such changes as may a necessary to reflect the specific terms of the agreement, including without limitation minimum purchases, pricing and costs and other factors particular to the New Product.
Sample 1
Certain Rights of First Refusal. 7.1 In the event that COMCOR desires to allow any Person (other than CCTV) providing services directly or indirectly by means of a hybrid fiber coaxial network or a wireless network offering services similar to CCTV, the right to connect to the MFON Network, it shall first offer such right to CCTV on terms and conditions no less favorable than those proposed to such Person or as set forth in the Fee Schedule (as defined in the Interconnection Agreement), whichever is better in the opinion of CCTV, pursuant to a written notification to CCTV setting forth all material terms and conditions of the proposed transaction (the "COMCOR Offer Notice"). Provided that CCTV does not notify COMCOR in writing of its intent to exercise its right of first refusal within ten (10) business days of receipt of the COMCOR Offer Notice, COMCOR may consummate such transaction with such other Person, provided that such transaction shall not be on terms and conditions more favorable than those notified to CCTV. If CCTV notifies COMCOR in writing of its intent to exercise its right of first refusal within ten (10) business days of receipt of the COMCOR Offer Notice, CCTV shall consummate such transaction within ten (10) business days after delivery of the COMCOR Offer Notice by submission to COMCOR of a Development Plan reflecting its acceptance.
Sample 1
Certain Rights of First Refusal 
Sample 1

Related to Certain Rights of First Refusal

  • Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

  • Transfer of Rights of First Refusal The rights of first refusal of each Major Investor under this Section 4 may be transferred to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 2.10.

  • Fees and Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers, agents or other third parties.

  • Rights of First Offer If at any time after the end of the R&D Term a Shareholder shall desire to Transfer any Shares owned by it (a "Selling Shareholder"), in any transaction or series of related transactions other than a Transfer to an Affiliate or subsidiary or in the case of EIS to a special purpose financing or similar entity established by EIS, then such Selling Shareholder shall deliver prior written notice of its desire to Transfer (a "Notice of Intention") (i) to Newco and (ii) to the Shareholders who are not the Selling Shareholder (and any transferee thereof permitted hereunder, if any), as applicable, setting forth such Selling Shareholder's desire to make such Transfer, the number of Shares proposed to be transferred (the "Offered Shares") and the proposed form of transaction (the "Transaction Proposal"), together with any available documentation relating thereto, if any, and the price at which such Selling Shareholder proposes to Transfer the Offered Shares (the "Offer Price"). The "

  • Right of First Refusal Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve (12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants or other advisors approved by the Board, (iii) issuances to strategic partners or other parties in connection with a commercial relationship, or providing the Company with equipment leases, real property leases or similar transactions approved by the Board (iv) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

  • Waiver of Right of First Refusal The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.

  • Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the "TRANSFER SHARES") to any person or entity, including, without limitation, any shareholder of the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").

  • Exercise of Right of First Refusal At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

  • Termination of Right of First Refusal The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

  • Company Right of First Refusal (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11.

Time is Money Join Law Insider Premium to draft better contracts faster.