Waiver of Right of First Offer. The undersigned Prior Investors who in the aggregate hold at least two-thirds of the outstanding Registrable Securities (as defined in the Prior Agreement) hereby waive on behalf of all Prior Investors any rights of participation or notice under Section 3 of this Agreement and the Prior Agreement with respect to the securities sold pursuant to the Purchase Agreement. By its execution below, Lighthouse waives any right of participation or notice under Section 3 of this Agreement and Section 3 of the Prior Agreement with respect to securities sold under the Purchase Agreement.
Waiver of Right of First Offer. Within one (1) day after the date GIPLP deposits the Initial Xxxxxxx Money Deposit with Escrow Agent, Contributor shall provide the holder of any Right of First Offer (“ROFO Holder”) with written notice of this Agreement consistent with the terms and conditions of any Right of First Offer (the “ROFO Notice”), and Contributor shall provide a copy of same to GIPLP when made. Contributor shall keep GIPLP reasonably informed as to the status of the ROFO Holder’s response to the ROFO Notice. If the ROFO Holder (i) responds to the ROFO Notice by informing Contributor that it does not elect to exercise the Right of First Offer as it pertains to this transaction, or (ii) fails to respond in writing to the ROFO Notice within the required time frame set forth in the Right of First Offer in order to exercise the Right of First Offer, then, as a condition precedent to GIPLP’s obligation to close on the transaction contemplated pursuant to this Agreement, Contributor shall execute and deliver to GIPLP, on or before expiration of the Inspection Period, an original, executed affidavit in form reasonably acceptable to the Title Company attesting to Contributor’s delivery of the ROFO Notice pursuant to the Right of First Offer and either the ROFO Holder’s election not to exercise the Right of First Refusal or the ROFO Holder’s failure to timely respond to same so as to allow the Title Company to issue the Title Policy without exception for the Right of First Refusal (“Contributor’s ROFR Affidavit”). In the event Contributor is unable to obtain and deliver to GIPLP the Contributor’s ROFR Affidavit prior to the expiration of the Inspection Period, or if the ROFO Holder has elected in writing to exercise its Right of First Offer, then GIPLP shall have the right to terminate this Agreement by providing written notice to Contributor, in which case all Xxxxxxx Money deposited by GIPLP shall be immediately returned to GIPLP and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in the event the Closing does not occur within the applicable time period under the Right of First Refusal in which is Contributor is free to contribute and convey the Property to GIPLP, then Contributor shall be obligated to send the ROFO Holder a new ROFO Notice, in which case the foregoing terms, conditions and rights set forth in this Section...
Waiver of Right of First Offer. The Major Investors (as defined in the Prior Rights Agreement), hereby waive the right of first offer provided in Section 3.3 of the Prior Rights Agreement, including the notice requirements, set forth in the Prior Rights Agreement with respect to any and all securities to be purchased pursuant to the Purchase Agreement.
Waiver of Right of First Offer. In executing this Amendment, Purchasers (as defined in the Amended Rights Agreement) representing at least two-thirds (2/3's) of the aggregate Shares and Conversion Stock hereby waive, on behalf of all such Purchasers, all rights of first offer under Section 2 of the Rights Agreement with respect to the Company's offer, sale and issuance of Series C Preferred Stock pursuant to the Series C Purchase Agreement through the Additional Closing Deadline.
Waiver of Right of First Offer. Each Investor holding a right of ------------------------------ first offer to purchase new securities of the Company pursuant to Section 2.3 of the Investors' Rights Agreement, by its execution of this Agreement, hereby waives any rights it may have pursuant to such section to purchase shares of Series C Preferred Stock by reason of the Company's issuance of 1,728,844 shares of Series C Preferred Stock pursuant to the Reorganization Agreement.
Waiver of Right of First Offer. To the extent that an Investor under the Prior Rights Agreement is not purchasing its pro rata share of Series D Preferred Stock pursuant to the Series D Agreement, all rights under the Right of First Offer set forth in Section 3 of the Prior Rights Agreement to purchase such securities are hereby waived. This waiver is effective upon the execution of this Agreement by the holders of sixty percent (60%) of the Registrable Securities under the Prior Rights Agreement.
Waiver of Right of First Offer. If Licensee does not enter into a purchase contract by the Exercise Deadline for any reason other than a default by Licensor under this Agreement or Licensee does not thereafter acquire the Converted CPR Ag Lot in accordance with the terms of the purchase contract, Licensee’s right of first offer to purchase the Converted CPR Ag Lot shall be deemed waived and of no further force or effect, and Licensor shall have the right to (i) terminate this Agreement pursuant to Section 2.b of Addendum B and (ii) regardless of whether Licensor terminates this Agreement, market and sell the Converted CPR Ag Lot to a third party.
Waiver of Right of First Offer. Notwithstanding anything to the contrary, if the approval of the Perseus Director is required for any Proposed Disposition pursuant to Section 11(e), then the provisions of Sections 8(a) through 8(c) hereof shall not apply.
Waiver of Right of First Offer. Solely for purposes of the transactions contemplated by the Series C Purchase Agreement, the right of first offer set forth in Section 3.4 of the Prior Agreement is hereby waived in its entirety, except to the extent of the Prior Investors’ purchases, if any, of Series C Preferred Stock pursuant to the Series C Purchase Agreement. * * *
Waiver of Right of First Offer. The Purchasers will cause each person or entity, if any, who holds any preemptive right with respect to the Shares and who is not a party to this Agreement to execute and deliver to the Seller and the Purchasers a written waiver of such right on or prior to the Closing.
