Preferential Purchase Right. Prior to the Company’s initial public offering of its equity securities pursuant to a registration statement filed and declared effective by the Securities Act, should the Optionee at any time desire to dispose of all or a portion of the Shares issuable pursuant to this Option, the Optionee shall promptly give notice to the Company (the “Disposition Notice”). The Disposition Notice shall set forth all relevant information with respect to the proposed disposition, including the name and address of the prospective acquiror, the purchase price (and any related information that is required by the Company), the number of Shares that are the subject of the disposition and any other terms and conditions of the proposed disposition. The Company shall have the preferential right to acquire such Shares for an amount in cash equivalent to the consideration set forth in the Disposition Notice. If the purchase price set forth in the Disposition Notice is in the form of a promissory note, in lieu of cash, the Company may, at its option, acquire the Shares by issuing a promissory note to the Optionee on the same terms and conditions set forth in the Disposition Notice. If within 15 days the Company and the Optionee are unable to agree on a cash equivalent for any non-cash consideration described in the Disposition Notice, the cash consideration payable by the Company to the Optionee shall be based on the Fair Market Value determined in accordance with this Agreement. The Company shall have 30 days following receipt of the Disposition Notice in which to notify the Optionee whether the Company desires to exercise its preferential right. If the Company does not respond during the applicable period, it shall be deemed to have waived such right and the Optionee shall have the right, subject to compliance with this Agreement and the Plan, to dispose of the Shares stated. in the Disposition Notice to the proposed assignee strictly in compliance with the terms of the Disposition Notice for a period of 60 days after the expiration of the preferential right. If, however, the Optionee fails to so dispose of the Shares within such 60-day period, the proposed disposition shall again become subject to the preferential right set forth in this Section 11.
Preferential Purchase Right. If the Fair Market Value of a Membership Interest is to be determined for purposes of Section 3.03(b)(ii), the Disposing Member, on the one side, and all other Members who in good faith have an interest in possibly exercising the applicable Preferential Right, on the other side, shall seek to determine such Fair Market Value by mutual agreement. As soon as either side decides that mutual agreement will not be reached, it may give notice to the other side that it elects to initiate the process set forth in Section 13.11(c) to determine such Fair Market Value.
Preferential Purchase Right. In each assignment to be earned by Farmee under this Agreement, Farmor shall reserve a preferential purchase right to purchase Farmee’s interest, upon the same terms and conditions as are deemed acceptable to Farmee and offered in the future by any bona fide, third party offeror in a negotiated, arms length transaction. Such preferential purchase right shall provide that Farmee must furnish to Farmor a copy of all written offers submitted by any such offeror which Farmee desires to accept, and Farmor shall have 30 days after receipt of any such offer to purchase Farmee’s interest on the same terms and conditions, or waive such right and allow such third party offeror to purchase such interest for the same terms and conditions set forth in such offer. Such preferential purchase right shall further provide that if the interest is not thereafter sold to such third party offeror on the same terms and conditions as provided for in the offer presented to Farmor, then such waiver of the preferential purchase right shall be deemed revoked and the preferential purchase right shall continue in full force and effect. The preferential purchase right shall apply to any subsequent purchase offers received by any successors or assigns of Farmee, and shall be deemed a covenant running with the land, burdening the interest of Farmee, its successors and assigns, and benefiting the interests owned by Farmor. Farmor’s failure to exercise its preferential purchase right in connection with any offer shall not constitute Farmor’s consent to assign which is elsewhere provided for in this Agreement.
Preferential Purchase Right. Schedule 3.1 lists all of the preferential purchase rights that shall be triggered by the transactions contemplated by this Agreement.
Preferential Purchase Right. 23 9.04 Change of Member Control............................................ 25 ARTICLE 10 REPRESENTATIONS, WARRANTIES AND COVENANTS OF MEMBERS
Preferential Purchase Right x. Xxxxxx'x conveyance of the Conveyed Interest to Shell is subject to the preferential right to purchase held by the parties to the JOA as set forth in Section 24.2 of the JOA (“Preferential Purchase Right”). Contemporaneously with the execution hereof, but no later than the Execution Date, Callon shall send written notice to Xxxxxx, in accordance with Section 24.2 of the JOA, notifying Xxxxxx of the proposed Transaction and seeking the waiver of Xxxxxx'x Preferential Purchase Right of its proportionate share of Xxxxxx'x Conveyed Interest.
Preferential Purchase Right. 24 9.04 Change of Member Control............................................................................. 25 9.05 Tag-Along and Drag-Along Rights...................................................................... 28
Preferential Purchase Right. (a) If DRI or any of its Affiliates desires to Transfer its Capital Interest and such Transfer has been approved in accordance with the provisions of Section 8.1, DRI must first offer Zaga, in accordance ----------- with the terms of Section 8.2(b), the right to purchase from DRI a -------------- portion of DRI's Capital Interest in an amount sufficient to provide Zaga with a 50%, but no more and no less than a 50%, Ownership Percentage in accordance with Section 8.2(b); provided, however, that -------------- this preferential purchase right shall not apply if Zaga's Ownership Percentage at the time of the Transfer is less than 37%.
Preferential Purchase Right. (a) If Zaga or any of its Affiliates desires to Transfer its Capital Interest and such Transfer has been approved in accordance with the provisions of Section 8.1, Zaga must first offer Xxx River, in ----------- accordance with the terms of Section 8.2(b), the right to purchase -------------- from Zaga a portion of Zaga's Capital Interest in an amount sufficient to provide Xxx River with a 50%, but no more and no less than a 50%, Ownership Percentage in accordance with Section 8.2(b); provided, -------------- however, that this preferential purchase right shall not apply if Xxx River's Ownership Percentage at the time of the Transfer is less than 37%.
Preferential Purchase Right
