Option and Right of First Refusal. (a) CystoMedix hereby grants Uroplasty the exclusive right and option to acquire all but not less than all of the assets of CystoMedix (the “Option”) pursuant to the asset purchase agreement attached as Exhibit A hereto (the “Asset Purchase Agreement”). Uroplasty may exercise this Option at any time beginning on January 1, 2006, but not later than 5:00 p.m. Central Time on June 30, 2008, by providing an executed copy of the Asset Purchase Agreement to CystoMedix.
Option and Right of First Refusal. In the event of an Opt-Out elected by Biodesix, AVEO agrees to grant and hereby grants to Biodesix an exclusive first option to negotiate in good faith with AVEO a development and commercialization agreement relating to any serum-based, mass spectrometry assay that AVEO may be interested in developing and commercializing in connection with Ficlatuzumab (“Option”). The Option shall automatically vest upon the effective date of the Opt-Out. The period of any such Option shall commence upon receipt of an appropriate written communication from AVEO to Biodesix, up to and through [***] from the date of such receipt (“Option Period”), where the written request shall set forth AVEO’s desire to negotiate a definitive development and commercialization agreement in connection with such EXECUTION VERSION serum-based mass spectrometry assay. In the event that the Parties, after negotiating in good faith, do not agree on terms for an agreement within the Options Period, AVEO shall be free to negotiate an agreement with any Third Party, provided however that AVEO agrees to grant and hereby grants to Biodesix a first right of refusal for any such subsequent license offered to any such Third Party (“ROFR”), but prior to execution of any such license with such Third Party; wherein the ROFR shall first permit Biodesix to review and, if desired, execute a license with terms at least as favorable as those being offered to said Third Party. The period of such ROFR shall commence on the expiration of the Option Period and continue through a term of [***] thereafter (“ROFR Period”).
Option and Right of First Refusal. The Corporation is hereby granted the option and right to purchase any or all of the Shares at the purchase price set forth in Section 2(a) that any Shareholder (including, in the event of death, incompetency, insolvency or bankruptcy of any Shareholder, any legal representatives of such Shareholder) proposes to sell, assign, transfer or dispose in any other manner. The Shareholder proposing to sell, assign, transfer or dispose of any or all of his Shares to a third party shall obtain a written offer from 2
Option and Right of First Refusal. Except as otherwise provided herein, the Company is hereby granted the option and right to purchase any or all of the shares of the Optionee's Stock that the Optionee proposes to sell, assign, transfer or dispose of in any manner at any time before or after termination of the Optionee's affiliation by the Company. The Optionee shall deliver to the Company, not less than sixty (60) days prior to the anticipated date of consummation of a proposed sale, assignment, transfer or other disposition, a written notice setting forth the anticipated date of such transaction, the number of shares of Stock that are to be the subject of such transaction, the names and addresses of the prospective parties thereto, the proposed consideration and terms of payment and other material facts related thereto (the "Notice of Transaction"). The Company shall have the right to exercise the option created hereunder by delivering to the Optionee, within thirty (30) days of delivery of such Notice of Transaction, a written notice indicating that it is exercising this option and setting forth the number of shares to be acquired (the "Notice of Exercise"). The purchase price for the shares shall be the purchase price set forth in the Notice of Transaction which has been agreed to by the prospective parties (the "Offer Price"). At its option, the Company may pay the Offer Price either in cash or by issuance of a thirty-six month promissory note as described in Section B.1.3 hereof. The Company's election with respect to form of payment shall be set forth in the Notice of Exercise. The closing of the option created hereunder shall take place at the office of the Company or at such other location as the Company and the Optionee mutually shall agree not more than thirty (30) days after the delivery by the Company of the Notice of Exercise. If, at the closing under this Section B.2.1, the shares are purchased by the Company by payment in full in cash, the Optionee shall deliver to the Company all of the certificates of Stock and stock powers of the Optionee that the Company is hereby repurchasing, or if, at the closing, any portion of the Offer Price is not paid in cash, the Company's attorneys shall retain and hold all of the certificates of Stock of the Optionee and all stock powers that the Company has elected to repurchase as collateral security for the payment of the Offer Price and any interest thereon until the Company shall have paid said Offer Price and interest in full. As soon as...
Option and Right of First Refusal. 55 17.1 Option to Purchase and Right of First Refusal (Housing) 55 17.2 Right of First Refusal (Retail) 56 ARTICLE 18 – MISCELLANEOUS 56 18.1 Landlord’s Representations and Warranties. 56 18.2 Tenant’s Representations and Warranties. 57 18.3 Survival of Representations, Warranties and Covenants. 58 18.4 Further Assurances 58 18.5 Estoppel Certificate. 58 18.6 Notices. 58 18.7 Attorneys’ Fees. 59 18.8 Headings. 60 18.9 Rights of Successors. 60 18.10 Amendments in Writing. 60 18.11 No Brokers. 60 18.12 Negation of Partnership. 60 18.13 Time of Essence. 60 18.14 Interpretation. 60 18.15 Applicable Law; Severability. 61 18.16 Exhibits. 61 18.17 Short Form of Lease. 61 18.18 Landlord's Rights of Inspection. 61 18.19 Nonmerger of Fee and Leasehold Estates. 61 18.20 Counterparts. 62 18.21 Interest On Past Due Obligations. 62
Option and Right of First Refusal. Landlord and Tenant have entered into that certain Option to Purchase Agreement (Housing) in form as attached to the DDA as Attachment No. 20, and that certain Right of First Refusal (Retail) in form as attached to the DDA as Attachment No. 21, and memoranda thereof, concurrently with delivery of this Lease. The terms of these agreements are summarized below for convenience. In the event of a conflict between these summaries, on the one hand, and the Option to Purchase Agreement (Housing) and the Right of First Refusal (Retail), on the other, the terms of the Option to Purchase Agreement (Housing) and the Right of First Refusal (Retail) shall control.
Option and Right of First Refusal. (a) Lessee shall have the option (the “Option”), exercisable at any time during the Term, to lease the 24th floor of the Building (the “Expansion Space”) upon the same terms and conditions that apply to the Premises (specifically including without limitation, the Rent on the per rentable square foot basis that is applicable to the Premises), provided the Expansion Space is not at such time subject to a bona fide lease to another tenant. In the event Lessee should exercise the Option, the parties will within thirty (30) days from date of such notice enter into and execute an amendment to this Lease which will incorporate the Expansion Space into and as a part of the Premises as provided in subsection (e) of this Section 9.15.
Option and Right of First Refusal. Each of the parties shall have the option and right of first refusal to purchase the Membership Interest owned by the other, at the price and in accordance with the terms of this Section 10.2, upon any involuntary or proposed voluntary transfer of such Membership Interest or any portion thereof or interest therein.
Option and Right of First Refusal. Landlord shall grant Tenant the Option to Purchase the Building at the estimated sales price of $4,300,000 during the first twelve months of the lease term. The final sales price shall be established after Tenant has approved the final working drawings. When final working drawings have been approved by Tenant. Landlord shall provide tenant with a cost breakdown of improvement costs and a final sales price for the Option to Purchase. Landlord and Tenant shall approve all costs prior to construction, Further Landlord shall grant Tenant the Right of First Refusal to purchase the building during the second twelve (12) months of the lease term. If during the second twelve (12) months of the lease term another Buyer agrees to buy the property and Landlord agrees to sell the property under agreed upon terms and conditions. Landlord shall notify Tenant, in writing, and Tenant shall have five (5) days to accept the terms and conditions acceptable to the Landlord.
Option and Right of First Refusal
