Last Refusal Clause Samples
Last Refusal. Subject to Company's right of first negotiation as provided in Section 10.3.1, above, if at any time Owner receives a bona fide offer to license, lease, purchase or in any way acquire any of the Negotiable Right(s) which is less favorable to Owner than the last offer by Owner to Company with respect to the Negotiable Rights and Owner proposes to accept such offer, Owner shall notify Company in writing ("Sale Notice"). The Sale Notice shall set forth (A) the Negotiable Right(s) that are the subject of such offer ("Sale Rights"), (B) the name and address of the offeror ("Offeror"), and (C) all of the material terms and conditions of such offer, including the financial terms of the offer (collectively, the "Terms"). During the period of twenty- one (21) business days following Company's actual receipt of the Sale Notice, Company shall have the exclusive option ("Sale Rights Option") to license, lease and/or purchase the Sale Right(s) upon the Terms. If Company elects to exercise the Sale Rights Option, Company shall notify Owner accordingly within said twenty-one (21) business day period, and company shall, upon payment to Owner of the consideration specified in the Sale Notice, automatically acquire such Sale Right(s) on the Terms as supplemented by all of the terms and conditions of this Agreement not inconsistent therewith; provided, however, that Company may exclude from the Terms and may exercise the Sale Rights Option without agreeing to any Term which may not as easily be met by one person as another and/or any term which is not readily reducible to a determinable sum of money. If Company fails to exercise the Sale Rights Option within the aforementioned twenty-one (21) business day period or notifies Owner in writing that it will not exercise the Sale Rights Option, Owner may convey the Sale Right(s) to the Offeror on the Terms at any time during the following six (6) month period.
I: ESCAPE ARTISTS PROJECTS1\Cowboys & Aliens\Cowboys And Aliens Option la Agmt 3-12-04.doc
Last Refusal. If the Third Party Proposal includes (1) financial terms that are equal to or greater than 112.5% of the financial terms last offered by Distributor but the Third Party Proposal includes material terms or conditions that are less advantageous to Company; (2) financial terms that are less than 112.5% of the financial terms last offered by Distributor, or (3) prior to the close of any third party agreement there are changed, new or additional elements which are material to the Remake Rights (e.g., lead actor, director, a material change in story line not previously discussed), then Company shall first give Distributor written notice of such Third Party Proposal with respect to such rights which Company is willing to accept and Distributor shall have a period of ten (10) business days from receipt of such notice from Company within which to exercise its right to meet said offer but Distributor shall only be required to meet terms and conditions which may be met as easily by one person as the next, which right shall be exercised by Distributor by giving Company written notice of its election to do so. If Distributor exercises said right to meet such offer, then Company and Distributor shall promptly sign written agreements conveying to Distributor the rights involved upon the terms and conditions of said offer. If Distributor fails to exercise such rights then Distributor shall have no further rights in or to the Remake Rights granted hereunder.
Last Refusal. If the Third Party Proposal includes (1) financial terms that are equal to or greater than 112.5% of the financial terms last offered by Distributor but the Third Party Proposal includes material terms or conditions that are less advantageous to Company; (2) financial terms that are less than 112.5% of the financial terms last offered by Distributor, or (3) prior to the close of any third party agreement there are changed, new or additional elements which are material to the Remake Rights (e.g., lead actor, director, a material change in story line not previously discussed), then Company shall first give Distributor written notice of such Third Party Proposal with respect to such rights which Company is willing to accept and Distributor shall have a period of ten (10) business days from receipt of such notice from Company within which to exercise its right to meet said offer but Distributor shall only be required to meet terms and conditions which may be met as easily by one person as the next, which right shall be exercised by Distributor by giving Company written notice of its election to do so. If Distributor exercises said right to meet such offer, then Company and Distributor shall promptly sign written agreements conveying to Distributor the rights involved upon the terms and conditions of said offer. If Distributor fails to exercise such rights then Distributor shall have no further rights in or to the Remake Rights granted hereunder.
8. Canada Gross Receipts and Revenue Sharing; Non-Theatrical In U.S. and Canada:
(a) Theatrical and Television Exploitation in Canada:
(i) Remstar Minimum Guarantee: The “Minimum Guarantee” (as defined in the Remstar Agreement) shall be paid fifty percent (50%) to Company and fifty percent (50%) to Distributor, then
(ii) Remstar Overages: Any and all amounts payable under the Remstar Agreements in addition to the Minimum Guarantee (“Remstar Overages”) shall be paid directly to Distributor and Company based on the following formula: the ratio between the aggregate sum of any and all gross revenue derived under the Remstar Agreement to the gross revenue derived from (A) gross revenue from exploitation of the theatrical rights by Remstar and (B) gross revenue from exploitation of the television rights by Remstar. Company shall receive an amount of the Remstar Overages equal to the ratio of the Remstar theatrical gross receipts divided by the Remstar total gross receipts. Distributor shall receive an amount of the Remstar ...