Consents and Preferential Rights to Purchase Sample Clauses

Consents and Preferential Rights to Purchase. Except as specifically set forth in Exhibit “A”, to the best of Debtor's knowledge there are no preferential rights to purchase all or any portion of the Collateral and there are no rights of third parties to consent to the transfer of all or any portion of the Collateral.
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Consents and Preferential Rights to Purchase. Subject to Section 3.07 and 3.08, all appropriate consents have been obtained and preferential rights to purchase have been either exercised by the preferential right holder or the time period for election to purchase has elapsed.
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Consents and Preferential Rights to Purchase. There are no preferential rights to purchase all or any portion of the Trust Property and there are no rights of third parties to consent to the transfer of all or any portion of the Trust Property.
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Consents and Preferential Rights to Purchase. 9 Section 4.1 Consents to Assignment and Preferential Rights to Purchase 9 Section 4.2 Casualty Loss or Condemnation 10 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PRP 10 Section 5.1 Generally. 10 Section 5.2 Existence and Qualification 10 Section 5.3 Authorization and Enforceability 10 Section 5.4 No Conflicts 11 Section 5.5 Liability for Brokers’ Fees 11 Section 5.6 Litigation 11 Section 5.7 Consents, Approvals or Waivers 11 Section 5.8 Bankruptcy 11 ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF FLATONIA 12 Section 6.1 Generally. 12 Section 6.2 Existence and Qualification 12 Section 6.3 Authorization and Enforceability 12 Section 6.4 No Conflicts 12 Section 6.5 Liability for Brokers’ Fees 13 Section 6.6 Litigation 13 Section 6.7 Taxes and Assessments 13 Section 6.8 Material Contracts 14 Section 6.9 Bonds and Letters of Credit 14 Section 6.10 Bankruptcy 15 Section 6.11 No Plan or Intention to Dispose 15 Section 6.12 Securities Law Investment Representation 15 Section 6.13 Defensible Title 15 Section 6.14 Certain Disclaimers 15 ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF SABINE, OAK VALLEY AND OAK VALLEY 16 OPERATOR
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Consents and Preferential Rights to Purchase. (a) Other than as set forth in Schedule 3.4(a) (each item so listed, a “Consent”), except as would not have a Material Adverse Effect, no consent, approval, license, Permit, Order, waiver, or authorization of, or registration, declaration, or filing with, or notice to, any Governmental Authority (each a “Governmental Approval”) or other Person is required to be obtained or made by the Seller or VEX with respect to Business or the Subject Assets in connection with:
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Consents and Preferential Rights to Purchase. There are no preferential rights to purchase or consent requirements which may be applicable to the transactions contemplated by this Agreement, except for consents and approvals of governmental authorities that are customarily obtained after Closing.
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Consents and Preferential Rights to Purchase. Company shall use commercially reasonable efforts to promptly prepare and send (i) notices to the Third Party holders last known to Company at the address last known to Company (excluding Governmental Bodies, which are addressed elsewhere in this Agreement) of any right of consent to change of control of the owner of a Property requesting applicable consents, and (ii) notices to the holders last known to Company at the address last known to Company of any applicable preferential right to purchase arising from a change in control of the ownership of a Property requesting waivers of such preferential right to purchase, in each case that would be triggered by the purchase and sale contemplated by this Agreement, and of which Seller has knowledge (such rights of consents and preferential rights, “Known Preferential Rights and Consents”), as set forth on Schedule 5.17. The consideration payable under this Agreement for any particular Properties for purposes of preferential purchase right notices shall be the Allocated Value for such Properties (proportionately reduced if a Property is only partially affected). Buyer shall cooperate with Seller in seeking to satisfy or obtain waivers of, as applicable, such Known Preferential Rights and Consents. Notwithstanding anything contained herein to the contrary, Seller shall have no liability for failure to either send notices for, or to satisfy and/or obtain waivers of, Known Preferential Rights and Consents.
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Consents and Preferential Rights to Purchase. There are no preferential rights to purchase all or any portion of the Collateral, and there are no rights of third parties to consent to the transfer (including transfer upon foreclosure of the liens and security interests created by this Instrument or any transfer or deed-in-lieu thereof) of all or any portion of the Collateral, other than those that have been previously obtained.
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Related to Consents and Preferential Rights to Purchase

  • Preferential Rights to Purchase Prior to the Closing, Seller shall use commercially reasonable efforts to comply with all preferential rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(v) (the “Subject Preferential Rights”) (provided that Seller shall not be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. In accordance with this Agreement and the applicable Contracts, Seller shall deliver written notices of the proposed transfer of any Asset subject to the Subject Preferential Rights to the holders of such Subject Preferential Rights. Seller shall promptly notify Buyer if any Subject Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, prior to the Closing, to purchase such Asset pursuant to the aforesaid offer, and Seller receives written notice of such election prior to Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Closing. Otherwise the Assets shall be conveyed to Buyer at Closing subject to any preferential right to purchase or similar right applicable to the transactions that has not been waived. If a Third Party elects to purchase any Asset pursuant to a preferential right to purchase or similar right applicable to the transactions after the Closing Date, Buyer shall be obligated to convey such Asset to such Third Party and shall be entitled to the consideration for the sale of such Asset.

  • Preferential Rights Except as set forth on Schedule 4.10, there are no preferential rights to purchase that are applicable to the transfer of the Conveyed Interests in connection with the transactions contemplated hereby.

  • No Preferential Rights (i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Common Stock or upon the exercise of options that may be granted from time to time under the Company’s stock option plan), (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Common Stock or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Common Stock, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except in each case for such rights as have been waived on or prior to the date hereof.

  • No Rights to Purchase Preferred Stock The issuance and sale of the Shares as contemplated hereby will not cause any holder of any shares of capital stock, securities convertible into or exchangeable or exercisable for capital stock or options, warrants or other rights to purchase capital stock or any other securities of the Company to have any right to acquire any shares of preferred stock of the Company.

  • Rights to Purchase There are no outstanding agreements, options, rights of first refusal, conditional sales agreements or other agreements or arrangements, whether oral or written, regarding the purchase and sale of the Property, or which otherwise affect any portion of or all the Property. The representation contained in this Section 5.21 shall be true at and as of Closing.

  • Preferential Purchase Rights Prior to Closing, Seller shall use commercially reasonable efforts to notify the holder of each preferential purchase right set forth on Schedule 3.1(j), in accordance with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of a preferential purchase right with respect to any of the Properties exercises and closes on any such preferential purchase right prior to Closing, then the Properties with respect to which such exercised preferential purchase right relates shall be excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement and the Purchase Price shall be adjusted downward by the Allocated Value of such Property in accordance with Section 2.2(b)(iv). If, as of the Closing, any Property is subject to any preferential purchase right that (a) has not been exercised or waived, but the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Properties.

  • No Conversion Rights The Series A Preferred Units shall not be convertible into any other class or series of interest in the Partnership.

  • No Special Rights Nothing herein shall confer upon the Indemnitee any right to continue to serve as an officer or director of the Corporation for any period of time or at any particular rate of compensation.

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