Preferential Rights. Except as set forth in Schedule 4.10, there are no preferential rights to purchase that are applicable to the transfer of the Assets in connection with the transactions contemplated hereby.
Preferential Rights. ARCO will deliver or cause to be delivered any notices to holders of preferential purchase rights that are required in connection with the sale of the ATAI Shares and CIPC Shares (each, a "PREFERENTIAL RIGHT") (including any notices required due to the reactivation of Preferential Rights that may have previously lapsed), using as the relevant purchase price the portion of the Initial Pipeline Assets Purchase Price allocated to such Shares on Schedule 2.4(b) of the Disclosure Schedule (in the case of the ATAI Shares without regard to any adjustment for the Bonds). If, prior to the Second Closing, a holder of a Preferential Right notifies ARCO that it elects to exercise its rights with respect to the Shares (or underlying Properties of the issuer of such Shares) to which its Preferential Right relates (in accordance with and determined by the agreement creating the Preferential Right), the Shares, the sale of which is subject to such Preferential Right, shall not be sold, transferred, assigned, conveyed or delivered to Purchaser and the Initial Pipeline Assets Purchase Price shall be reduced by the amount allocated to such Shares on Schedule 2.4(b); PROVIDED that, if the Second Closing shall have already occurred in accordance with Section 2.4(c) and thereafter for any reason the purchase and sale of the Shares (or underlying Properties of the issuer of such Shares) subject to the Preferential Right is not or cannot be consummated with the holder of the Preferential Right, ARCO will promptly notify Purchaser and, within ten Business Days after Purchaser's receipt of such notice, subject to receipt of any Necessary Consents, ARCO will sell, transfer, assign, convey and deliver to Purchaser, and Purchaser will purchase and accept from ARCO, such Shares in exchange for the amount allocated to such Shares on Schedule 2.4(b). Such purchase price shall be subject to adjustment based on the application of the methodology set forth in Section 2.5 to such Shares for the period beginning as of the Effective Date and ending at the close of business on the day of the delivery and acceptance of such Shares, or on such other basis as the parties may agree.
Preferential Rights. Except as set forth on Schedule 5.10, there are no preferential rights to purchase that are applicable to the transaction contemplated hereby (each, a “Preferential Right”).
Preferential Rights. 1. If any Preferential Right affecting any portion of the Assets is exercised and consummated prior to the Closing Date, that portion of the Assets affected by such Preferential Right shall be deemed to be Excluded Assets and the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets without the requirement for Buyer or Seller to give notice (with such adjustment being an “Exclusion Adjustment”).
Preferential Rights. Except as set forth on Schedule 4.31, no Person has a preferential right to purchase any of the assets owned by or equity interests of the Company or its Subsidiaries as a result of the consummation of the transactions contemplated by this Agreement.
Preferential Rights. (a) Except as permitted by Section 5.2, the Sponsor Entities shall be prohibited from investing in, constructing, or acquiring an interest in any Domestic Cokemaking Asset.
Preferential Rights. SM Energy shall, within 10 days after the Execution Date, send to each holder of a Preferential Right a notice requesting the election or waiver by each such holder of its applicable Preferential Right, in each case in compliance with the contractual provisions applicable to such Preferential Right, requesting a waiver of such right. Any Preferential Right must be exercised subject to all terms and conditions set forth in this Agreement, including the successful closing of this Agreement pursuant to Article XI. The consideration payable under this Agreement for any particular Asset for purposes of Preferential Right notices shall be the Allocated Value of such Asset.
Preferential Rights. Seller has not granted to any third party a preferential right to purchase any Asset.
Preferential Rights. Seller has not granted any options or rights of first refusal or rights of first offer to third parties to purchase or otherwise acquire an interest in the Property.
Preferential Rights. The Subject Properties are not subject to any preferential rights to purchase that were created during Seller’s period of ownership. To Seller’s knowledge, the Subject Property is not subject to any preferential rights to purchase that were created prior to Seller’s period of ownership that would continue to be in effect on or after the Effective Date (not disclosed on “Exhibit D” attached hereto).
