Right of First Purchase. 41. In the event that a Member's Interest in the Company is or will be sold, due to any reason, the remaining Members will have a right of first purchase of that Member's Interest. The value of that interest in the Company will be the lower of the value set out in the Valuation of Interest section of this Agreement and any third party offer that the Member wishes to accept.
Right of First Purchase. 6.1 The Licensor shall give the Licensee a first right of purchase for the IP Rights, and the associated technology for so long as this License Agreement is in effect, in the event that:
Right of First Purchase. (a) Subject to the terms and conditions specified in this Section 4.14, the Company hereby grants to the Purchasers a right of first purchase with respect to certain issuances by the Company after the Closing of any Senior Capital Stock (as hereinafter defined) as provided in this Section 4.14.
Right of First Purchase. (a) The Company recognizes that Buyer and its Affiliates are currently engaged and may in the future engage in the same or similar activities or lines of business as the Company’s and its Subsidiaries’ business, which activities or lines of business may compete with the Company’s and its Subsidiaries’ business, and that Buyer and its Affiliates will continue in such businesses following the date hereof. Accordingly, subject only to Section 6.02(b) and the provisions of any employment agreement, consulting agreement or other written agreement with the Company, Buyer, its Affiliates, and any agent, representative, officer, director, employee of Buyer or any of its Affiliates, may engage in, or possess an interest in, other business ventures of every nature and description, independently or with others, whether or not such other enterprises shall be in competition with or operating the same or similar businesses as the Company or any of its Subsidiaries, and no such Person shall have any obligation or duty to bring business opportunities to the attention of the Company or any of its Subsidiaries, other than those business opportunities that were offered to or intended to be directed towards the Company or its Subsidiaries or were made aware or available to such Person solely as a result of such Person’s position with, or during the course of the performance of such Person’s duties to, the Company or any of its Subsidiaries.
Right of First Purchase. The Shareholder shall not transfer, encumber, or otherwise dispose of (by sale, pledge, gift, devise, or other disposition) any shares of the Corporation's capital stock now or hereafter held of record or beneficially owned by him or her unless the Shareholder shall have complied with the following procedure:
Right of First Purchase. Upon the request by the Partnership, SteepRock shall provide to the Partnership such information regarding the Existing SteepRock Assets as may be reasonably requested by the Partnership, including, copies of any documents evidencing or relating to such Existing SteepRock Assets. If SteepRock proposes to sell or transfer all or any portion of the Existing SteepRock Assets (or provide exclusivity regarding such Existing SteepRock Asset in connection with a potential sale or transfer of such asset) to any Person that is not an Affiliate of SteepRock (provided that any Affiliate to which Existing SteepRock Assets are transferred agrees to be bound by the provisions of this Section 2.03), prior to effecting any such sale or transfer, entering into any agreement for any such sale or transfer or providing any exclusivity regarding such Existing SteepRock Asset, SteepRock shall first offer the Partnership the right to cause SR Mezz to purchase the applicable Existing SteepRock Asset for the price that SteepRock proposes to transfer or sell such Existing SteepRock Asset. If the Partnership and SteepRock reach an agreement on the sale and purchase of such Existing SteepRock Assets, SteepRock and SR Mezz will then be legally obligated to consummate the purchase and sale contemplated by such agreement and shall use its reasonable best efforts to: (i) secure any required governmental authorization; (ii) comply as soon as reasonably practicable with all applicable legal requirements; and (iii) take all such other actions and to execute such additional documents as are reasonably necessary or appropriate to consummate the purchase and sale of such Existing SteepRock Assets as promptly as practicable. To the extent that any Existing SteepRock Asset is purchased by SR Mezz in exchange for Common Units, the unfunded portion of the SteepRock Aggregate Equity Commitment shall be reduced by the amount of the purchase price paid by the Partnership for such Existing SteepRock Asset.
Right of First Purchase. The Shareholder agrees that he will not sell, give, encumber, pledge or otherwise transfer, assign, or dispose of either voluntarily or involuntarily, or by operation of law (collectively a "Transfer"), all or any part of the Shares which he now owns or may hereafter acquire (except as otherwise permitted or required herein) without the consent of the Corporation.
Right of First Purchase. Each time the Seller or any Partner proposes to transfer, assign or sell all or any part of the Xxxx Notes or the Xxxx Shares, the Seller or such Partner (an "Offeror") shall first offer such Xxxx Notes of Xxxx Shares to Xxxx in accordance with the following provisions:
Right of First Purchase. (a) If the Member receives a bona fide offer to purchase all or any portion of its Membership Interest in other than a Permitted Transfer, which offer the Member intends to accept, or if a Member makes a bona fide offer to sell all or any portion of its Membership Interest in other than a Permitted Transfer, which offer a third party intends to accept, then that Member (the “Selling Member”) shall notify the Company in writing (“Notice of Transfer”) of the proposed sale or transfer and that Notice of Transfer shall set forth the portion of the Membership Interest to be sold or transferred and the identity of the prospective transferee, and the price and other terms and conditions of the proposed sale or transfer. For a period of thirty (30) days after the Company’s receipt from the Selling Member of a Notice of Transfer, the Company shall have an option (the “Transfer Option”) to purchase the Membership Interest that is identified in the Notice of Transfer. The purchase price per percentage of ownership of the Membership Interest and the terms of sale for the Membership Interest to be purchased pursuant to the Transfer Option shall be the price and terms identified in the Notice of Transfer or, in the event of a transfer by gift, bequest or operation of state laws of succession or inheritance, the fair market value of the Membership Interest to be transferred as determined by an independent appraiser selected by the Company. If the Company exercises the Transfer Option within the thirty (30) day period, then it shall have a period of ninety (90) days after the exercise of the Transfer Option to arrange financing for and close the purchase transaction.
Right of First Purchase. The Company hereby grants to Purchaser the ----------------------- right to first purchase for a number of shares of the same class of New Securities (as defined in this paragraph 10.1) which the Company may, from time to time, propose to sell and issue. Purchaser shall be entitled to purchase a number of shares of the class of New Securities sufficient to maintain its Pro Rata Ownership in the Company after taking into account the proposed issuance by the Company "Pro Rata Ownership" at any given time means the following ratio:
