Right of First. Refusal #1 (Suite 114): Landlord hereby grants to Tenant the right of first refusal to lease all of the adjacent space containing 5,400 rentable square feet, known as Suite 114, (the "Adjacent Space #1") upon the terms and conditions contained herein. So long as Tenant is not then in default under the Lease, Landlord will notify Tenant when it has made a proposal to lease any portion of the Adjacent Space #1 to a third party (other than BellSouth Entertainment, Inc.) and the terms and conditions upon which it is willing to lease such space. Tenant shall provide written notice to Landlord, as to Tenant's decision to lease or not to lease that portion of the Adjacent Space #1 within seven (7) business days after Landlord's notice to Tenant is received. If Tenant does not provide written notice or indicates that it will not exercise its right of first refusal, this right will expire and Landlord shall have no future obligations to Tenant with regard to that portion of the Adjacent Space #1 which was subject to such notice. If Tenant does provide such notice to lease the Adjacent Space #1 for a term not to exceed the remaining initial term of this Lease, Landlord and Tenant will execute a lease for the Adjacent Space #1 within a reasonable time after Landxxxx'x xeceipt of Tenant's notice of intent to lease on all the same terms as this Lease except for the rental terms, and other matters which shall be mutually agreed upon by Landlord and Tenant. This right of first refusal to lease the Adjacent Space #1 is personal to Horizon Pharmaceutical Corporation and may not be assigned in connection with an assignment of this Lease or otherwise, except for an assignment as contemplated in Section 20.02. This right is subordinate to the rights to BellSouth Entertainment, Inc. to lease the space as contained in that certain Lease Agreement by and between ASC North Fultxx Xxxociates Joint Venture and BellSouth Entertainment, Inc. dated July 2, 1997.
Right of First. Refusal Upon Issuance of Securities by the Company. -----------------------------------------------------------------
Right of First. Refusal ----------------------
Right of First. Refusal In the event Licensor receives an offer from any third party to license or commercialize a New Development (an "Outside Offer"), Licensee shall enjoy a right of first refusal (the "Right of First Refusal") as follows: Licensor shall not accept any Outside Offer unless (i) Licensor has first provided the Outside Offer in writing to Licensee; and (ii) Licensee is provided a period of thirty (30) days from its receipt of the Outside Offer to evaluate the Outside Offer (the "Evaluation Period"). If Licensor receives from Licensee before expiration of the Evaluation Period a written offer that meets each of the terms of the Outside Offer or is more advantageous to Licensor than the Outside Offer (a "Qualifying Licensee Offer"), then Licensor shall either (a) reject the Outside Offer, or (b) accept the Qualifying Licensee Offer. Licensor shall not be obligated to accept the Qualifying Licensee Offer (in which event, the Licensor shall not accept the Outside Offer). If a Qualifying Licensee Offer is not received within the Evaluation Period, then the Right of First Refusal shall expire, and Licensor shall be free to accept the Outside Offer.
Right of First. OFFER Warburg and the Investors will grant to the Company (or an affiliate thereof) a right of first offer with respect to any proposed sales by them of Shares. Reasonable and customary procedures concerning this right of first offer will be set forth in the Shareholders Agreement.
Right of First. Refusal on Dispositions by the Investors. If at any time any Investor (the "Selling Investor") wishes to sell, assign, transfer or otherwise dispose of any or all Subject Shares owned by him pursuant to the terms of a bona fide offer received from a third party, he shall submit a written offer to sell such Subject Shares to the other Investors, with a copy to the Company, on terms and conditions, including price, not less favorable to the other Investors than those on which he proposes to sell such Subject Shares to such third party (the "Offer"). The Offer shall disclose the identity of the proposed purchaser or transferee, the Subject Shares proposed to be sold or transferred, the agreed terms of the sale or transfer, including price, and any other material facts relating to the sale or transfer. Within twenty (20) days after receipt of the Offer, each non-selling Investor shall give notice to the Selling Investor of its intent to purchase all or any portion of the offered Subject Shares on the same terms and conditions as set forth in the Offer. Each non-selling Investor shall have the right to purchase that number of the offered Subject Shares as shall be equal to the aggregate offered Subject Shares multiplied by a fraction, the numerator of which is the number of shares of Stock of the Company then owned by such Investor (including any shares of Stock deemed to be beneficially owned by such Investor pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934 ("Rule 13d-3")) and the denominator of which is the aggregate number of shares of said Stock then issued and outstanding and held by (and deemed to be beneficially owned pursuant to Rule 13d-3 by) all the Investors (other than the Selling Investor). The amount of Subject Shares each non-selling Investor or Qualified Transferee, as that term is defined below, is entitled to purchase under this Section 2 shall be referred to as such Investor's "Pro Rata Fraction." Each non-selling Investor shall have the right to transfer his right to any Pro Rata Fraction or part thereof to any Qualified Transferee. In the event a non-selling Investor does not wish to purchase or to transfer his right to purchase his Pro Rata Fraction, then any non-selling Investors who so elect shall have the right to purchase, on a pro rata basis with any other non-selling Investors who so elect, any Pro Rata Fraction not purchased by a non-selling Investor or Qualified Transferee. Each non-selling Investor shal...
Right of First. REFUSAL (a) If one Partner (hereinafter the "Assigning Partner") receives a bona fide offer from a third party to purchase the Assigning Partner's interest in the Partnership at a specified price and under specified terms and conditions that the Assigning Partner is willing to accept, then the Assigning Partner shall promptly give notice to the other Partner of the offer. Such notice shall be sent by the Assigning Partner for each and every BONA FIDE offer received, including any changes in the price or terms and conditions of previously received bona fide offers. The other Partner shall have the right of first refusal and privilege of purchasing the Assigning Partner's interest in the Partnership at the price offered by notifying the Assigning Partner in writing as soon as possible but in all events within sixty (60) days of the Assigning Partner's notice of the offer that it will purchase the Assigning Partner's interest for the amount specified in such offer and upon all the other terms and conditions contained in such offer provided that to the extent that the third party offer contains a term(s) which is reasonably incapable of performance by the other Partner, then the Partners will thereafter negotiate in good faith to substitute a payment obligation therefore reasonably reflecting the value to the Assigning Partner of said term(s). If the Partners are unable to arrive at such valuation within thirty (30) days after notice of the other Partner's exercise of its right of first refusal, then the Assigning Partner may proceed to sell to the third party without further obligation to the other partner under this Section.
Right of First. Refusal For a period of 2 years from Closing, provided the entire Offering amount is subscribed and both tranches close, the Issuer will grant to the Purchasers a right of first refusal to participate on the same terms in any financing conducted by providing 5 days advance notice of the terms of such proposed financing. Additional definitions In the Subscription Agreement, the following words have the following meanings unless otherwise indicated:
Right of First. REFUSAL LESSOR hereby grants to LESSEE a right of first refusal to purchase 44 Hunt Street, Wxxxxxxxx, Massachusetts 02472 (the "Property"), exercisable during the term of this Lease, but subordinated to any right of first refusal given to Radiation Monitoring Devices, Inc. If LESSOR receives a bona fide offer to purchase from a third party, LESSOR shall provide LESSEE with written notice thereof together with a true and correct copy of the buyer executed offer to purchase. LESSEE shall have a period of fifteen days following receipt of such notice in which to elect to purchase the Property on the same terms and conditions whereupon LESSEE shall enter into a purchase contract with LESSOR on such terms. If LESSEE does not elect to purchase as aforesaid and the underlying sale does not occur, or if the terms change from the terms presented to LESSEE, this right of first refusal provision shall remain in effect.
Right of First refusal BUYER agrees not to purchase from third parties ---------------------- products that are equivalent and/or comparable to DN products, provided that DN products performances and DNE terms and conditions, including price, meet or exceed those of competing suppliers.
