Preferential Purchase Rights; Required Consents Sample Clauses

Preferential Purchase Rights; Required Consents. Within ten (10) Business Days (two (2) Business Days in the case of SUSA) after the Execution Date, the Seller shall provide any required notifications of a preferential purchase right, right of first refusal or other agreement which gives a Third Party a right to purchase a Real Property Interest or Well (or any part thereof) (“PPR”), requesting waivers thereof, in connection with the transactions contemplated hereby and otherwise in material compliance with the contractual provisions applicable to such PPR. Within ten (10) Business Days (two (2) Business Days in the case of SUSA) after the Execution Date, the Seller will send letters seeking (a) the SUSA consents, agreements and waivers described in Sections 6.4 and 7.5 and (b) all applicable Required Consents, excluding Customary Post-Closing Consents. The Seller will thereafter use commercially reasonable efforts (at no cost to the Seller) to ensure PURCHASE AND SALE AGREEMENT 24 that all such waivers and consents are promptly granted, and after Closing, the Buyer will reasonably assist the Seller in obtaining any remaining waivers and consents.
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Preferential Purchase Rights; Required Consents. Within ten (10) Business Days after the Execution Date, CELLC shall provide any required notifications under a preferential purchase right, right of first refusal or other agreement which gives a Third Party a right to purchase a Property (or any part thereof) (“PPR”), requesting waivers thereof, in connection with the transactions contemplated hereby. Within ten (10) Business Days after the Execution Date, CELLC shall send letters seeking all applicable Required Consents and all other Third Party consents that are required to be obtained prior to the assignment of a Real Property Interest or Well, but excluding Customary Post-Closing Consents. Sellers shall thereafter use their commercially reasonable efforts (at no cost to the Sellers) to ensure that all such consents are promptly granted, and after Closing, the Buyer shall provide any reasonable assistance requested by the Sellers to ensure that such remaining consents are promptly granted.
Sample 1
Preferential Purchase Rights; Required Consents. Within ten (10) Business Days after the Execution Date, the Seller shall use the Allocated Values to provide any required notifications of a preferential purchase right, right of first refusal or other agreement which gives a third party a right to purchase a Property (or any part thereof) (“PPR”), requesting waivers thereof, in connection with the transactions contemplated hereby (including with respect to the assignment of any of the Properties to a Buyer Designee) and shall send notice letters to each holder of a PPR in accordance with the terms of such PPR. Within ten (10) Business Days after the Execution Date, the Seller shall send letters seeking all consents, including Required Consents, that are applicable to the transactions contemplated hereby, including the assignment of the Properties by the Seller to the Buyer (and the Buyer Designee) but excluding Customary Post-Closing Consents. The Seller shall thereafter use its commercially reasonable efforts to ensure that all Required Consents are promptly granted, and after Closing, Buyer may provide reasonable assistance to Seller to ensure that remaining Required Consents are promptly granted.
Sample 1
Preferential Purchase Rights; Required Consents. Within ten (10) Business Days after the Execution Date, Seller shall provide any required notifications of a preferential purchase right, right of first refusal or other agreement which gives a Third Party a right to purchase a Property (or any part thereof) (“PPR”), requesting waivers thereof, in connection with the transactions contemplated hereby. Within ten (10) Business Days after the Execution Date, Seller will send letters seeking all applicable Required Consents. Seller will thereafter use commercially reasonable efforts (at no cost to Seller) to obtain all such waivers and consents, and after Closing Buyer will reasonably assist Seller in obtaining any remaining waivers and consents.
Sample 1
Preferential Purchase Rights; Required Consents. (a) With respect to each preferential purchase right, right of first refusal or similar right (each, a “Preferential Purchase Right”) that is set forth on Schedule 4.10 and each Required Consent that is set forth on Schedule 4.4, Seller shall (i) deliver all required notices to the holders of each such Preferential Purchase Right and/or Required Consent, as applicable, with respect thereto as soon as reasonably possible, but not later than three (3) Business Days after this Agreement is executed and delivered by the Parties, and all such notices shall be delivered in strict compliance with the applicable underlying agreements and (ii) provide Buyer with a true and correct copy of each such required notice promptly after Seller’s delivery thereof in accordance with this Section 11.5(a). Seller shall use commercially reasonable efforts to obtain such Required Consents (or waivers thereof) and waivers of such Preferential Purchase Rights. Seller covenants and agrees that it shall promptly provide written notice to Buyer upon becoming aware of any actual or threatened dispute or disagreement affecting or related to any Preferential Purchase Right or Required Consent.
Sample 1
Preferential Purchase Rights; Required Consents. Except as listed on Exhibit 13i none of the Assets are subject to any unrecorded preferential purchase rights or required consents in favor of third parties that must be satisfied or waived in order to give effect to this Agreement and the accompanying Assignment.
Sample 1

Related to Preferential Purchase Rights; Required Consents

  • Preferential Purchase Rights Within five days of the date of this Agreement, Seller shall notify all Persons who hold Preferential Purchase Rights relating to any Acquired Assets, such Preferential Purchase Rights and Acquired Assets being listed on Schedule 5.10, offering to allow such Persons to exercise their Preferential Purchase Right as to the Acquired Assets subject to such Preferential Purchase Rights, for the price set forth on Schedule 5.10. If such Person elects to exercise a Preferential Purchase Right, the Acquired Assets subject to such Preferred Purchase Rights shall be deemed to have suffered a Total Loss pursuant to Section 2.5(c). If any such Person elects to exercise a Preferential Purchase Right for such Acquired Assets, and this Agreement is not terminated in accordance with Section 12.1 hereof, then the Acquired Assets subject to such Preferential Purchase Right shall not be included in the Acquired Assets assigned and conveyed at Closing, and the Purchase Price paid at Closing shall be adjusted as set forth in Section 2.7. If the Person holding a Preferential Purchase Right for an Acquired Asset does not elect to exercise such Preferential Purchase Right, then the Acquired Assets subject to such Preferential Purchase Right shall be included within the Acquired Assets, and the Purchase Price shall not be so adjusted.

  • Subsequent Registration Rights Until the Initial Registration Statement required hereunder is declared effective by the Commission, the Company shall not enter into any agreement granting any registration rights with respect to any of its securities to any Person without the written consent of Holders representing no less than a majority of the then outstanding Registrable Securities; provided, that this Section 7(c) shall not prohibit the Company from fulfilling its obligations under any other registration rights agreements existing as of the date hereof.

  • Limitations on Subsequent Registration Rights From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunder.

  • Limitation on Subsequent Registration Rights Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

  • Holders' Compliance with Registration Rights Agreement Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.

  • Subsequent Rights Offerings In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

  • Absence of Registration Rights There are no persons with registration rights or other similar rights to have any securities (debt or equity) (A) registered pursuant to the Registration Statement or included in the offering contemplated by this Agreement or (B) otherwise registered by the Fund under the 1933 Act or the 1940 Act. There are no persons with tag-along rights or other similar rights to have any securities (debt or equity) included in the offering contemplated by this Agreement or sold in connection with the sale of Securities by the Fund pursuant to this Agreement.

  • No Registration Rights to Third Parties Without the prior written consent of the Holders of a majority in interest of the Registrable Securities then outstanding, the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any person or entity any registration rights of any kind (whether similar to the demand, “piggyback” or Form F-3 registration rights described in this Section 2, or otherwise) relating to any securities of the Company which are senior to, or on a parity with, those granted to the Holders of Registrable Securities.

  • Registration Rights Agreements There are no contracts, agreements or understandings between the Company and any person granting such person any rights to have any securities of the Company or any of its subsidiaries registered under the Securities Act for resale by such person, except pursuant to the Registration Rights Agreements, dated July 1, 2009, by and among the Company, Invesco Advisers, Inc., a Delaware corporation (the “Manager”) and Invesco Investments (Bermuda) Ltd., a Bermuda company (“Invesco Bermuda”), which agreement does not grant any person any such registration rights until one year after the date of such agreement.

  • Registration Rights of Third Parties Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under the Securities Act or to include any such securities in a registration statement to be filed by the Company.

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