Right of First Look. If a Partner (the "Shopping Partner") ------------------- desires to market (i.e., make an offer to sell or solicit an offer to purchase or otherwise acquire) all or any portion of the Shopping Partner's interest in the Partnership to one or more other Persons prior to receiving a Bona Fide Offer for such interest that the Shopping Partner desires to accept, the Shopping Partner must first offer to sell or otherwise dispose of the portion of the Shopping Partner's interest in the Partnership that the Shopping Partner will market to other Persons to the other Partners by giving written notice to each of the other Partners setting forth the material terms and conditions of the proposed sale transaction (the "Shopping Notice"). The other Partners shall have the sole and exclusive right (the "Right of First Look") for a period of 45 days following the date on which the Shopping Notice is given (the "Shop Period") to elect to purchase from the Shopping Partner, on the same terms and conditions as are set forth in the Shopping Notice, all, but not less than all, of the portion of the Shopping Partner's interest in the Partnership that is covered by the Shopping Notice (the "Shopped Interest"). The Right of First Look may be exercised by any one or more of the other Partners by delivery of written notice to the Shopping Partner, with copies to the other Partners, prior to the expiration of the Shop Period. In the event that one or more of the other Partners timely elect to exercise the Right of First Look, the electing Partners shall purchase the Shopped Interest in proportion to the respective interests that they own in the Partnership (disregarding the interests in the Partnership owned by the Shopping Partner and any non-electing Partners), unless they otherwise mutually agree. In the event that none of the other Partners timely elect to exercise the Right of First Look, the Shopping Partner shall be entitled to market and sell the Shopped Interest to any one or more other Persons on terms and conditions no less favorable to the Shopping Partner than the terms and conditions set forth in the Shopping Notice, subject to the rights and obligations provided below by this Section 10.3, Section 10.4, Section 10.5, Section 10.6, and Section 10.7. Should the Shopping Notice provide for the payment by the Shopping Partner of consideration other than cash, the electing Partners shall have the right to pay the fair market value of such consideration in cash pursuant to ...
Right of First Look. 2.1 Cayman 5 hereby agrees with CEDC:
Right of First Look. (a) During the period commencing on the date hereof and ending eighteen months thereafter (the “Look Period”), if (i) the Company determines to commence any process that involves soliciting, initiating or encouraging (including by way of furnishing nonpublic information), or taking any other action to knowingly facilitate, any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) that constitutes, or may reasonably be expected to lead to, any Acquisition Transaction (as defined below), the Company shall first notify the Investor in writing as promptly as practicable after having made such determination and shall negotiate in good faith with the Investor on an exclusive basis for a period of not less than 30 days from the date of receipt of such notice with respect to an Acquisition Transaction, or (ii) the Investor, in its sole discretion, offers to effect an Acquisition Transaction, the Company shall negotiate in good faith with the Investor on an exclusive basis for a period of not less than 30 days from the date of receipt of such proposal with respect to such Acquisition Transaction.
Right of First Look. If, at any time during the Term or at any time thereafter when any Obligation is outstanding, Borrower shall have obtained any bona fide third-party proposal (the "THIRD-PARTY OFFER") for the financing or refinancing of the Loan which Borrower intends to accept, Borrower shall, in writing, promptly inform Lender (such writing to Lender is referred to herein as the "FIRST LOOK OFFER") of such Third-Party Offer and the terms and conditions of such Third-Party Offer (and shall attach a copy of such Third-Party Offer to such First Look Offer). Lender shall have the opportunity to, within ten (10) days after the receipt of such First Look Offer, deliver a writing to Borrower stating the specific terms and conditions that Lender would be willing to consider extending such financing, which terms shall be the same or better than the terms of financing under such Third-Party Offer (as such terms were communicated to Lender by Borrower). Borrower shall have the right to accept or reject in its discretion any such proposal from Lender.
Right of First Look. Sophia shall provide GigaBeam with the right of "first look" at any product Sophia may develop on its own for the XXXXX market in the 70-76 GHz and 80-86 GHz frequency ranges (the "Sophia XXXXX Development"). For purposes of this Amendment, "first look" shall mean that in the event Sophia desires to disclose or enter into an agreement to develop, license or sell any Sophia XXXXX Development with another vendor, Sophia shall provide GigaBeam with not less than XXXXX days prior written notice thereof, detailing the development, including copies of the relevant documents and specifications, (the "Notice Period") and GigaBeam shall have the right to notify Sophia in writing during the Notice Period of its interest in participating in the development. In such case, the parties shall attempt to negotiate in good faith a mutually agreeable Statement of Work for such Sophia XXXXX Development, including but not limited to, grant of an exclusive manufacturing license by Sophia in favor of GigaBeam. If GigaBeam fails to deliver a timely notice of interest or the parties are unable to negotiate a mutually agreeable Statement of Work for the subject Sophia XXXXX Development, then the parties shall have no further obligation to each other with respect the subject Sophia XXXXX Development.
Right of First Look. The Parties agree that the Company shall have the ‘right of first look’ with respect to any distribution arrangement MGO1 seeks within the areas of Asia other than the Territory. Chapter Six
Right of First Look. Prior to commencing to offer the Servicing with respect to all or any portion of the Subserviced Mortgage Loans for sale from time to time during the Term (a “Bulk Sale”) to any third party, Servicer shall notify Subservicer in writing and shall first offer Subservicer the opportunity to submit a written offer in connection with the Bulk Sale. Servicer shall provide and make available to Subservicer the same information related to the related Subserviced Mortgage Loans as Servicer will provide and make available to other third party prospective bidders for consideration, and Subservicer shall have a period of ten (10) Business Days following the receipt of Servicer’s notice to provide a written offer to Servicer with respect to the Bulk Sale. If Servicer fails to receive Subservicer’s written offer or elects to reject an offer submitted by Subservicer within such ten (10) Business Day period, Servicer may offer such Bulk Sale to other third parties without any further obligation to Subservicer in connection with such Bulk Sale other than as set forth herein with respect to the partial termination of this Agreement related to such Subserviced Mortgage Loans; provided, however, that Servicer will involve Subservicer in such third party marketing process.
Right of First Look. (A) From the date hereof and until the earlier of the Closing (as defined in the SPA) or satisfaction in full of all obligations of the Company under the Note issued to Helios (the “Look Period”), if the Company determines to commence any process that involves soliciting, initiating or encouraging (including by way of furnishing nonpublic information), or taking any other action to knowingly facilitate, any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) that constitutes, or may reasonably be expected to lead to, any Acquisition Transaction (as defined below), the Company shall first notify Helios in writing as promptly as practicable after having made such determination and shall negotiate in good faith with Helios on an exclusive basis for a period of not less than thirty (30) days from the date of receipt of such notice with respect to an Acquisition Transaction.
Right of First Look. In the event that the Company is interested in offering to transfer or grant a license or any other similar rights in the Field (“Rights”) in its intellectual property assets or any portion thereof to an unrelated third party (a “Third Party Transaction”), the Company shall first provide written notice to Teva of its interest in offering such Rights (the “Initial Notice”). Teva shall be entitled to advise the Company, by providing written notice to the Company within 60 ( sixty) days from the date of receipt of the Initial Notice (the “Acceptance Period”) as to whether it is interested in such Rights (a “Notice of Interest”). If Teva furnishes to the Company a Notice of Interest, the Company shall favorably consider the grant of the Rights to Teva, and the Company and Teva shall negotiate in good faith an agreement in respect thereto. Should (i) the Company and Teva fail to reach a definitive agreement in respect to the Rights within 120 (one hundred and twenty) days following receipt by Teva of the Notice of Interest or any extended time period agreed between the Company and Teva; or (ii) Teva shall not have furnished the Company with a Notice of Interest within the Acceptance Period; or (iii) Teva advises the Company that it is not interested in the Rights, the Company shall be free to enter into such Third Party Transaction with any third party in respect of the Rights on any terms and conditions whatsoever as may be agreed upon between the Company and such third party, provided they are no more favorable to the third party than those offered by Teva during the aforesaid good faith negotiations. For the avoidance of doubt, nothing in this Clause 13 shall be construed as an obligation on the part of the Company to enter into any agreement with Teva.
Right of First Look. Each Altor Investor (the “Offering Shareholder”) agrees to notify the Company in advance of any proposed Transfer by it other than (i) Permitted Transfers, (ii) in connection with a Public Tender for fifty percent (50%) or more of the outstanding Ampco Common Stock or a Company initiated tender offer, or (iii) transfers through a bona fide Underwritten Offering pursuant to an exercise of the registration rights provided in Article V of this Agreement or pursuant to Rule 144 of the Securities Act. The Offering Shareholder shall deliver to the Company written notice (the “ROFL Notice”) setting forth its intent to make such Transfer and the number of Shares proposed to be Transferred (the “Offered Shares”). Such Offering Shareholder shall negotiate in good faith with the Company with respect to the Company’s potential purchase of the Shares proposed to be Transferred up to thirty (30) days after the date of the ROFL Notice. Following the expiration of such thirty (30) day period, unless the Company and the Offering Shareholder have reached an agreement with respect to the Company’s purchase of the Offered Shares, the Offering Shareholder will be free to Transfer the Shares at any time during the subsequent sixty (60) days (the “Sale Period”), subject to compliance with other applicable transfer restrictions and this Agreement. After the expiration of the Sale Period, any unsold Offered Shares would again be subject to the right of first look in this Section 3.2.
