Right Of First Offer Sample Contracts

Share Cite Term
Link

Embed (HTML)
heckmann – Page ARTICLE I Definitions 1 Section 1.01. Definitions 1 Section 1.02. Rules of Construction 7 ARTICLE II Warrant Certificates 8 Section 2.01. Form and Dating 8 Section 2.02. Execution and Countersignature 8 Section 2.03. Certificate Register 9 Section 2.04. Transfer and Exchange 9 Section 2.05. Certificated Warrants 12 Section 2.06. Replacement Certificates 12 Section 2.07. Outstanding Warrants 13 Section 2.08. Cancellation 13 Section 2.09. CUSIP Numbers 13 Section 2.10. Reserved 13 ARTICLE III Exercise Terms 13 Section 3.01. Exercise 13 Section 3.02. Exercise Periods 14 Section 3.03. Expirat (April 21st, 2016)

WARRANT AGREEMENT (EXCHANGE) dated as of April 15, 2016 (this "Agreement"), among NUVERRA ENVIRONMENTAL SOLUTIONS, INC., a Delaware corporation (the "Company"), MARK D. JOHNSRUD ("Johnsrud") and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as Warrant Agent (together with its successors and assigns, in such capacity, the "Warrant Agent").

heckmann – Page ARTICLE I Definitions 1 Section 1.01. Definitions 1 Section 1.02. Rules of Construction 8 ARTICLE II Warrant Certificates 8 Section 2.01. Form and Dating 8 Section 2.02. Execution and Countersignature 9 Section 2.03. Certificate Register 10 Section 2.04. Transfer and Exchange 10 Section 2.05. Certificated Warrants 14 Section 2.06. Replacement Certificates 15 Section 2.07. Outstanding Warrants 15 Section 2.08. Cancellation 15 Section 2.09. CUSIP Numbers 16 Section 2.10. Registration 16 ARTICLE III Exercise Terms 21 Section 3.01. Exercise 21 Section 3.02. Exercise Periods 21 Section 3.03. E (April 21st, 2016)

WARRANT AGREEMENT (TERM LOAN) dated as of April 15, 2016 (this "Agreement"), among NUVERRA ENVIRONMENTAL SOLUTIONS, INC., a Delaware corporation (the "Company"), MARK D. JOHNSRUD ("Johnsrud") and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as Warrant Agent (together with its successors and assigns, in such capacity, the "Warrant Agent").

Safe Bulkers Inc – Article I Interpretation 1 Article Ii Appointment 6 Article Iii the Parent's General Obligations 7 Article Iv the Manager's General Obligations 8 Article v Administrative Services 9 Article Vi Commercial Services 11 Article Vii Insurance 12 Article Viii Availability of Officers 12 Article Ix Management Fees and Expenses 13 Article X Budgets, Corporate Planning and Expenses 15 Article Xi Liability and Indemnity 17 Article Xii Rights of the Manager, Restrictions on the Manager's Authority, and Non-Compete Provisions 18 Article Xiii Termination of This Agreement 20 Article Xiv Change in Control o (March 4th, 2016)

THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this "Agreement") is made on the 29th day of May, 2015 and amends and restates in its entirety that certain Management Agreement, dated May 29, 2008, as amended by that certain Amendment No. 1 to Management Agreement, dated December 7, 2011, that certain Amendment No. 2 to Management Agreement, dated July 29, 2013, and that certain Amendment No. 3 to Management Agreement, dated February 25, 2014 (collectively, the "Original Agreement"),

Wave Life Sciences Ltd. – Exhibit 11 Form of Notice of Lease Exhibit 12 Right of First Offer Exhibit 13 Tenants Exterior Signage (October 9th, 2015)

THIS INDENTURE OF LEASE (this Lease) is hereby made and entered into on the Execution Date by and between Landlord and Tenant.

Wave Life Sciences Ltd. – Exhibit 11 Form of Notice of Lease Exhibit 12 Right of First Offer Exhibit 13 Tenants Exterior Signage (September 4th, 2015)

THIS INDENTURE OF LEASE (this Lease) is hereby made and entered into on the Execution Date by and between Landlord and Tenant.

Metaldyne Performance Group Inc. – STOCKHOLDERS AGREEMENT by and Among METALDYNE PERFORMANCE GROUP INC., ASP MD INVESTCO LP, ASP HHI INVESTCO LP, ASP GREDE INVESTCO LP and THE MINORITY INVESTORS IDENTIFIED HEREIN Dated as of August 4, 2014 (August 22nd, 2014)

THIS STOCKHOLDERS AGREEMENT (this Agreement) is made as of August 4, 2014, by and among (i) Metaldyne Performance Group Inc., a Delaware corporation (the Company), (ii) ASP MD Investco LP, a Delaware limited partnership, ASP HHI Investco LP, a Delaware limited partnership, and ASP Grede Investco LP, a Delaware limited partnership (each of the foregoing, an AS Investor, and together with their respective successors and permitted assigns and transferees, the AS Investors), (iii) the parties identified on the signature pages hereto as Original Management Investors (collectively, together with their respective Permitted Transferees, the Original Management Investors), (iv) GE Capital Equity Holdings, Inc., a Delaware corporation (the Other Original Investor), (v) the parties identified on the signature pages to the supplementary agreements referred to in Section 6.16 hereof as Additional Investors (collectively, together with their respective Permitted Transferees, the Additional Investors

Santa Fe Gold Corp – Re: Amended Agency Agreement (July 30th, 2014)

We are pleased to provide you with this amended letter of agreement (this Agreement) containing the terms and conditions pursuant to which Euro Pacific Capital, Inc. (Euro Pacific or we, us, or similar terminology) shall act as placement agent for Santa Fe Gold Corp. (Company or you or similar terminology). In this regard, we commit to act as your agent and use our best efforts to complete the proposed private placement (the Offering) of Convertible Gold Notes (the Notes) in the aggregate principal amount between $20 million to $25 million, on substantially the same terms as set forth in Exhibit A hereto. Although we cannot guarantee that we will be able consummate the Offering, we will use our best efforts to do so on terms that are mutually agreeable to you and the investors.

Abengoa Yield Ltd – Contents Page 1 Definitions 1 2 Right of First Offer on Abengoa ROFO Assets 3 3 Term; Termination Rights 5 4 Confidentiality 5 5 Miscellaneous Provisions 6 (February 28th, 2014)
Amended and Restated Right of First Offer and Co-Sale Agreement (August 14th, 2013)

THIS AMENDED AND RESTATED RIGHT OF FIRST OFFER AND CO-SALE AGREEMENT (the Agreement) is made as of the 25th day of August 2010 by and among Benefitfocus.com, Inc., a South Carolina corporation (the Company), the Investors listed on Schedule A and the Key Holders listed on Schedule B.

Sears Hometown And Outlet Store – 1. ADDITIONAL TERMS AND CONDITIONS 1 2. TERM AND TERMINATION 1 (A) Initial Term 1 (B) the Term; Renewal Rights 1 (C) Termination of the Agreement 2 (D) Sellers Right to Terminate Its Section 3 Obligations 3 (E) Sellers Termination Rights on Appendix 5(a) 4 (F) Buyers Transition and Sell-Off Rights 4 3. HTS PRODUCTS 4 (A) Sellers Obligation to Sell 4 (B) Invoice Prices for HTS Products 5 (C) Vendor Charges 5 (D) Retail Pricing 5 (E) HTS Product Quality, Availability, and Packaging 5 (F) Location-Specific Products 6 4. OUTLET PRODUCTS 6 (A) Section 4 Definitions 6 (B) DRM 6 (C) MOS 8 (D) Right O (August 23rd, 2012)

This MERCHANDISING AGREEMENT (this Agreement) is between (1) SEARS, ROEBUCK AND CO., a New York corporation (SRC), KMART CORPORATION, a Michigan corporation (Kmart and together with SRC, Seller), and SEARS HOLDINGS CORPORATION, a Delaware corporation (SHC), and (2) SEARS HOMETOWN AND OUTLET STORES, INC., a Delaware corporation (SHO), SEARS AUTHORIZED HOMETOWN STORES, LLC, a Delaware limited liability company (SAHS), and SEARS OUTLET STORES, L.L.C., a Delaware limited liability company (Outlet Co. and together with SHO and SAHS, Buyer). Other capitalized terms used but not defined in this Agreement are defined in Section 20, which begins on page 29.

Sears Hometown And Outlet Store – 1. ADDITIONAL TERMS AND CONDITIONS 1 2. TERM AND TERMINATION 1 (A) Initial Term 1 (B) the Term; Renewal Rights 1 (C) Termination of the Agreement 2 (D) Sellers Right to Terminate Its Section 3 Obligations 3 (E) Sellers Termination Rights on Appendix 5(a) 4 (F) Buyers Transition and Sell-Off Rights 4 3. HTS PRODUCTS 4 (A) Sellers Obligation to Sell 4 (B) Invoice Prices for HTS Products 5 (C) Vendor Charges 5 (D) Retail Pricing 5 (E) HTS Product Quality, Availability, and Packaging 5 (F) Location-Specific Products 6 4. OUTLET PRODUCTS 6 (A) Section 4 Definitions 6 (B) DRM 6 (C) MOS 8 (D) Right O (August 13th, 2012)

This MERCHANDISING AGREEMENT (this Agreement) is between (1) SEARS, ROEBUCK AND CO., a New York corporation (SRC), KMART CORPORATION, a Michigan corporation (Kmart and together with SRC, Seller), and SEARS HOLDINGS CORPORATION, a Delaware corporation (SHC), and (2) SEARS HOMETOWN AND OUTLET STORES, INC., a Delaware corporation (SHO), SEARS AUTHORIZED HOMETOWN STORES, LLC, a Delaware limited liability company (SAHS), and SEARS OUTLET STORES, L.L.C., a Delaware limited liability company (Outlet Co. and together with SHO and SAHS, Buyer). Other capitalized terms used but not defined in this Agreement are defined in Section 20, which begins on page 29.

Renren Inc. – Oak Pacific Interactive Amended and Restated Right of First Offer and Co-Sale Agreement (April 15th, 2011)

This AMENDED AND RESTATED RIGHT OF FIRST OFFER AND CO-SALE AGREEMENT (this Agreement) is entered into as of April 4, 2008 by and among Oak Pacific Interactive, an exempted company incorporated under the Companies Law (2004 Revision) of the Cayman Islands (the Company), those holders of the Companys Series A Preferred Shares (as defined below) and Series B Preferred Shares (as defined below) listed on Schedule A hereto (individually, a Junior Preferred Investor and collectively, the Junior Preferred Investors), certain holders of the Companys Ordinary Shares (as defined below), listed on Schedule B hereto (individually, a Founder and collectively, the Founders), certain other holders of the Companys Ordinary Shares listed on Schedule C (the UU Holders), the holders of Series C Preferred Shares (as defined below) listed on Schedule D hereto (each a Series C Investor and together, the Series C Investors), the holders of Series D Preferred Shares (as defined below) and Series D Warrants (a

Hines Global REIT, Inc. – Definitions Purchase and Sale Earnest Money Deposit. Independent Consideration Due Diligence. Independent Examination Termination Right Title and Survey. Tenant Estoppels Representations and Warranties. Survival Operation of Property, New Building Leases, New Service Contracts and Commission Agreements Closing Loan Assumption. Prorations and Adjustments. Closing Costs. Remedies. Conditions Precedent to Closing. Brokers Casualty and Condemnation. Confidentiality Disclaimer and Release. Post-Closing Publication General Provisions. Blocked Person Certification Right of First Offer - Brickman Ii P (May 17th, 2010)
Article 2. Term and Condition of Premises Article 3. Use, Nuisance, or Hazard Article 4. Rent Article 5. Additional Rent Article 6. Services to Be Provided by Landlord Article 7. Repairs and Maintenance by Landlord Article 8. Repairs and Care of Project by Tenant Article 9. Tenant's Equipment and Installations Article 10. Force Majeure Article 11. Construction, Mechanics' and Materialman's Liens Article 12. [Intentionally Omitted] Article 13. Insurance Article 14. Quiet Enjoyment Article 15. Alterations Article 16. Furniture, Fixtures, and Personal Property Article 17. Personal Property and Ot (May 3rd, 2010)

THIS LEASE AGREEMENT, (this "Lease") is made and entered into as of March 18, 2010 ("Effective Date") by and between WESTPORT OFFICE PARK, LLC, a California limited liability company ("Landlord"), and Tenant identified in the Basic Lease Information below.

Nevada Geothermal Power Inc – 1. Definitions 2. Term; Termination and Survival of Obligations 3. Supply Service Obligations 4. Price of Product 5. Portfolio Energy Cudits/Renewable Energy Benefits 6. Tax Credits 7. Portfolio Standard 8. Right of First Offer 9. Metering, Invoicing and Payments 10. Facility Construction; Operations and Modifications 11. Emergency 12. Planned Outages 13. Reports; Operational Log 14. Communications 15. Scheduling Notification 16. Compliance 17. Approvals 18. Security 19. Indemnification 20. Limitation of Liability 21. Force Majeure 22. Disputes 23. Nature of Obligations 24. Assignment 25. Defa (August 6th, 2008)

This Long-Term Firm Portfolio Energy Credit and Renewable Power Purchase Agreement is made and entered into as of August 18 2006 (the Effective Date) by and between NEVADA POWER COMPANY a Nevada corporation (Buyer), and NEVADA GEOTHERMAL POWER COMPANY, a Nevada limited liability company (Supplier). Buyer and Supplier are referred to individually as a Party and collectively as the Parties.

Nevada Geothermal Power Inc – 1. Definitions 2. Term; Termination and Survival of Obligations 3. Supply Service Obligations 4. Price of Product 5. Portfolio Energy Cudits/Renewable Energy Benefits 6. Tax Credits 7. Portfolio Standard 8. Right of First Offer 9. Metering, Invoicing and Payments 10. Facility Construction; Operations and Modifications 11. Emergency 12. Planned Outages 13. Reports; Operational Log 14. Communications 15. Scheduling Notification 16. Compliance 17. Approvals 18. Security 19. Indemnification 20. Limitation of Liability 21. Force Majeure 22. Disputes 23. Nature of Obligations 24. Assignment 25. Defa (July 8th, 2008)

This Long-Term Firm Portfolio Energy Credit and Renewable Power Purchase Agreement is made and entered into as of August 18 2006 (the Effective Date) by and between NEVADA POWER COMPANY a Nevada corporation (Buyer), and NEVADA GEOTHERMAL POWER COMPANY, a Nevada limited liability company (Supplier). Buyer and Supplier are referred to individually as a Party and collectively as the Parties.

TissueLink Medical – Tissuelink Medical, Inc. Amended and Restated Investors Rights Agreement (May 19th, 2008)

This Amended and Restated Investors Rights Agreement is made as of February 12, 2007, by and among TissueLink Medical, Inc., a Delaware corporation (the Company), the investors listed on Schedule A hereto (each a Purchaser and collectively the Purchasers), Medtronic, Inc. (Medtronic and, together with the Purchasers, the Investors), and the other stockholders of the Company listed from time to time on Schedule B hereto (the Management Stockholders and, together with the Investors, the Stockholders) and amends and restates in its entirety the Amended and Restated Investors Rights Agreement dated as of January 31, 2003 (the 2003 Investors Rights Agreement) entered into in connection with the issuance of shares of Series D Convertible Preferred Stock of the Company (Series D Preferred) to certain of the Investors, as supplemented by the Instrument of Joinder to Amended and Restated Investors Rights Agreement of TissueLink Medical, Inc., dated May 24, 2005, whereby Horizon Technology Fundi

TissueLink Medical – Tissuelink Medical, Inc. Amended and Restated Investors Rights Agreement (April 25th, 2008)

This Amended and Restated Investors Rights Agreement is made as of February 12, 2007, by and among TissueLink Medical, Inc., a Delaware corporation (the Company), the investors listed on Schedule A hereto (each a Purchaser and collectively the Purchasers), Medtronic, Inc. (Medtronic and, together with the Purchasers, the Investors), and the other stockholders of the Company listed from time to time on Schedule B hereto (the Management Stockholders and, together with the Investors, the Stockholders) and amends and restates in its entirety the Amended and Restated Investors Rights Agreement dated as of January 31, 2003 (the 2003 Investors Rights Agreement) entered into in connection with the issuance of shares of Series D Convertible Preferred Stock of the Company (Series D Preferred) to certain of the Investors, as supplemented by the Instrument of Joinder to Amended and Restated Investors Rights Agreement of TissueLink Medical, Inc., dated May 24, 2005, whereby Horizon Technology Fundi

TissueLink Medical – Tissuelink Medical, Inc. Amended and Restated Investors Rights Agreement (March 13th, 2008)

This Amended and Restated Investors Rights Agreement is made as of February 12, 2007, by and among TissueLink Medical, Inc., a Delaware corporation (the Company), the investors listed on Schedule A hereto (each a Purchaser and collectively the Purchasers), Medtronic, Inc. (Medtronic and, together with the Purchasers, the Investors), and the other stockholders of the Company listed from time to time on Schedule B hereto (the Management Stockholders and, together with the Investors, the Stockholders) and amends and restates in its entirety the Amended and Restated Investors Rights Agreement dated as of January 31, 2003 (the 2003 Investors Rights Agreement) entered into in connection with the issuance of shares of Series D Convertible Preferred Stock of the Company (Series D Preferred) to certain of the Investors, as supplemented by the Instrument of Joinder to Amended and Restated Investors Rights Agreement of TissueLink Medical, Inc., dated May 24, 2005, whereby Horizon Technology Fundi

Pet Drx Corp – Right of First Offer and Last Look (January 10th, 2008)

THIS RIGHT OF FIRST OFFER AND LAST LOOK (this Agreement) is entered into as of June 29, 2007, by and between XLNT VETERINARY CARE, INC., a Delaware corporation (XLNT) and FIFTH STREET MEZZANINE PARTNERS II, L.P., a Delaware limited partnership, and its successors and assigns (Fifth Street).

1. Definitions. 1 2. Premises; Rentable Area; Right of First Offer. 9 3. Term. 10 4. Rent. 12 5. Taxes. 16 6. Use of Premises. 17 7. Insurance and Indemnification. 22 8. Services and Utilities. 24 9. Repairs and Maintenance. 26 10. Improvements. 27 11. Landlords Right of Entry. 29 12. Damage or Destruction. 30 13. Condemnation. 31 14. Assignment and Subletting. 31 15. Rules and Regulations. 33 16. Subordination and Attornment. 33 17. Defaults and Remedies. 34 18. Estoppel Certificate. 37 19. Quiet Enjoyment. 37 20. Notices. 37 21. General 38 (December 20th, 2007)

THIS OFFICE LEASE (the Lease) is made on this 14th day of December, 2007 (the Effective Date), by and between 1450 BEASON STREET LLC, a Maryland limited liability company (the Landlord), and UNDER ARMOUR, INC., a Maryland corporation (the Tenant).

Nevada Geothermal Power Inc – 1. Definitions 2. Term; Termination and Survival of Obligations 3. Supply Service Obligations 4. Price of Product 5. Portfolio Energy Cudits/Renewable Energy Benefits 6. Tax Credits 7. Portfolio Standard 8. Right of First Offer 9. Metering, Invoicing and Payments 10. Facility Construction; Operations and Modifications 11. Emergency 12. Planned Outages 13. Reports; Operational Log 14. Communications 15. Scheduling Notification 16. Compliance 17. Approvals 18. Security 19. Indemnification 20. Limitation of Liability 21. Force Majeure 22. Disputes 23. Nature of Obligations 24. Assignment 25. Defa (September 25th, 2007)

This Long-Term Firm Portfolio Energy Credit and Renewable Power Purchase Agreement is made and entered into as of August 18 2006 (the Effective Date) by and between NEVADA POWER COMPANY a Nevada corporation (Buyer), and NEVADA GEOTHERMAL POWER COMPANY, a Nevada limited liability company (Supplier). Buyer and Supplier are referred to individually as a Party and collectively as the Parties.

1. Basic Lease Provisions 1 2. Project 4 3. Term 7 4. Rent 9 5. Use and Occupancy 23 6. Services & Utilities 25 7. Repairs 32 8. Alterations 33 9. Insurance 37 10. Damage or Destruction 39 11. Indemnity 41 12. Condemnation 45 13. Tenant Transfers 46 14. Landlord Transfers 52 15. Default and Remedies 54 16. Miscellaneous 62 17. Option to Extend the Term 70 18. Contraction Options 72 19. Swing Space 75 20. Parking 75 21. Right of First Offer 76 22. Tenants Right to Clean the Premises 79 23. Generator 80 24. Storage Spaces 81 (August 29th, 2007)

Landlord and Tenant enter this Lease (Lease) as of the Execution Date on the following terms, covenants, conditions and provisions:

Cardiovascular Biotherapeutics – Second Amendment (September 6th, 2006)

THIS SECOND AMENDMENT (the Second Amendment) is entered into this 29th day of August, 2006, by and between HOWARD HUGHES PROPERTIES, LIMITED PARTNERSHIP, a Delaware limited partnership (Landlord) and CARDIOVASCULAR BIOTHERAPEUTICS, Inc., a Delaware corporation (Tenant).

Mpg Office Trust – Right of First Opportunity Agreement (January 11th, 2006)

THIS RIGHT OF FIRST OPPORTUNITY AGREEMENT (this "Agreement"), is dated as of January 5, 2006, by and between MACQUARIE OFFICE MANAGEMENT LIMITED, as responsible entity of MACQUARIE OFFICE TRUST, An Australian listed property trust ("MOT"), and MAGUIRE PROPERTIES, L.P., a Maryland limited partnership ("Maguire"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the LLC Agreement (as defined below).

Radius Gold Inc. – Re: Right of First Offer Guatemala and Nicaragua (June 30th, 2004)

We write to confirm the agreement reached yesterday that in consideration of the exercise by Gold Fields Exploration B.V. (GF) of its warrants to purchase 1,904,762 shares at $1.25 per share, Radius Explorations Ltd. hereby grants to GF a right of first offer with respect to property interests held by Radius in Guatemala and Nicaragua on the following terms: