Right of Last Refusal definition

Right of Last Refusal means that if Buyer and Script Owner fail to reach an agreement pursuant to Buyer's right of first negotiation, and Script Owner makes and/or receives any bona fide offer to license, lease and/or purchase the particular Reserved Right or any interest therein ("Third Party Offer"), and if the proposed purchase price and other material terms of a Third Party Offer are no more favorable to Script Owner than the terms which were acceptable to Buyer during the first negotiation period, Script Owner shall notify Buyer, by registered mail or telegram, if Script Owner proposes to accept such Third Party Offer, the name of the offerer, the proposed purchase price, and other terms of such Third Party Offer. During the period of thirty (30) days after Buyer's receipt of such notice, Buyer shall have the exclusive option to license, lease and/or purchase, as the case may be, the particular Reserved Right or interest referred to in such Third Party Offer, at the same purchase price and upon the same terms and conditions as set forth in such notice. If Buyer elects to exercise thereof by registered mail or telegram within such thirty (30) day period, failing which Script Owner shall be free to accept such Third Party Offer; provided that if any such proposed license, lease and/or sale is not consummated with a third party within thirty (30) days following the expiration of the aforesaid thirty (30) day period, Buyer's Right of Last Refusal shall revive and shall apply to each and every further offer or offers at any time received by Script Owner relating to the particular Reserved Right or any interest therein; provided, further, that Buyer's option shall continue in full force and effect, upon all of the terms and conditions of this paragraph, so long as Script Owner retains any rights, title or interests in or to the particular Reserved Right. Buyer's Right of Last Refusal shall inure to the benefit of Buyer, its successors and assigns, and shall bind Script Owner and Script Owner's heirs, successors and assigns.
Right of Last Refusal shall have the meaning set forth in Section 6.1(c)(i).
Right of Last Refusal has the meaning specified in Section 3.2(b).

Examples of Right of Last Refusal in a sentence

  • Buyer's Right of Last Refusal shall inure to the benefit of Buyer, its successors and assigns, and shall bind Script Owner and Script Owner's heirs, successors and assigns.

  • PGE’s Right of Last Refusal will inure to the benefit of PGE, its successors and assigns, and will bind the Seller and the Seller’s heirs, successors and assigns.

  • Purchaser's Right of Last Refusal shall inure to the benefit of Purchaser, its successors and assigns, and shall bind Owner and Owner's heirs, successors and assigns.

  • With respect to any UAW Keep Business or any IUE-CWA Business, provided that GM has the right under this Agreement and the Labor MOUs to engage in Global Sourcing with respect to any such Business and elects to do so, Delphi shall have a Right of Last Refusal (ROLR) until August 31, 2012 to be exercised as set forth in Exhibit 3.14 hereto.

  • If CPT offers to license such Derivative Work on terms less favorable than the terms of this Agreement, CPT shall have a Right of Last Refusal (as defined below).

  • The Right of Last Refusal shall be governed in accordance with the terms the Right of Last Refusal as described in Section 6 and Exhibit I of the Supply Agreement.

  • In the event that Visteon elects to supply Remanufactured Parts to ACSG under the Right of Last Refusal described in Section 4 (ii) below, such supply will be subject to the same two-year mutual exclusivity provisions described above.

  • Ford will not transfer sourcing responsibility to an entity that is not bound by the Right of Last Refusal for the purpose of avoiding such obligation.

  • The Suzuki cross-linking reaction mechanism starts with the oxidative addition of organohalide to Pd (0) to form a Pd (II) complex.

  • Buyer’s Right of Last Refusal shall inure to the benefit of Buyer, its successors and assigns, and shall bind Seller and Seller’s heirs, successors and assigns.


More Definitions of Right of Last Refusal

Right of Last Refusal as used herein shall mean SGC's right to accept the same material terms and conditions that uWink has been able to negotiate with one or more third parties for a License. SGC shall have a period of thirty business days commencing on the first business day after SGC receives written notice from uWink of the details of such material terms and conditions together with uWink's acknowledgment that they are willing to accept such proposed terms and conditions in which to exercise its right of last refusal. If SGC elects not to, or fails to, exercise its right of last refusal as herein provided, uWink shall be free to enter into an agreement with such third party on such material terms and conditions, provided, however, that if uWink fails or refuses for any reason whatsoever to enter into an agreement with said third party or parties on terms and conditions consistent in all material respects with those set forth in the notice to SGC, SGC's right of last refusal shall continue pursuant to the terms of this Agreement.
Right of Last Refusal has the meaning set forth in Section 2.07(b) (Right of First Negotiation) hereof.
Right of Last Refusal as used herein shall be defined as granting DTS the right to accept the same material terms and conditions that PEM has been able to negotiate with any third party (or itself) for the hosting of the Exhibition in the New York metropolitan area. DTS shall have five (5) calendar days in which to exercise in writing, its right of last refusal to accept or reject the material terms and conditions proposed between PEM and such third party (or itself). Said 5 days period shall commence on the date DTS receives written notice from PEM of the material terms and conditions that it has been offered. In all events any such proposal must reflect an arms’ length, good faith, transaction, consistent generally with industry standards for agreements between unaffiliated touring show promoters and exhibition venues. In the event that DTS fails to exercise its right of last refusal as provided for herein, PEM shall thereafter be able to enter into an agreement with any third party (or itself) on terms and conditions consistent in all material respects with those contained in such notice to DTS. PEM and DTS agree to amend the Exhibition, Touring, Service and Co-Promotion Agreement to eliminate the requirement that the Exhibition be presented at DTS’ Discovery Times Square venue, to be replaced by reference to the rights of first refusal and last negotiation herein.
Right of Last Refusal means that if ABG Entertainment and Writer fail to reach an agreement pursuant to ABG Entertainment’s Right of First Negotiation, and Writer makes and/or receives any bona fide offer to license, lease and/or purchase the particular Reserved Right(s) or any interest therein (hereinafter, “Third Party Offer”), and if the proposed purchase price and other material terms of a Third Party Offer are no more favorable to Writer than the terms which were acceptable to ABG Entertainment during the Negotiation Period, Writer shall notify ABG Entertainment, by registered mail or telegram, if Writer proposes to accept such Third Party Offer, the name of the offeror, the proposed purchase price, and other terms of such Third Party Offer.
Right of Last Refusal means that prior to accepting any bona fide offer to enter into an agreement or arrangement for a Proposed Project, Nikola shall notify GNH in writing of the name of the third-party offeror and the proposed terms and conditions of such Proposed Project. GNH shall have the option (exercisable within thirty (30) days of receipt of such written notice) to lead such Proposed Project on the same terms and conditions as set forth in such notice. If GNH declines to exercise such option, but Nikola fails to execute a definitive agreement on the terms and conditions set forth in the notice within thirty (30) days, the Right of Last Refusal shall revive and apply to each and every further offer or offers received by Nikola with respect to such Proposed Project.
Right of Last Refusal means that if Purchaser and Owner fail to reach an agreement pursuant to Purchaser's right of first negotiation, and Owner makes and/or receives any bona fide offer to license, lease and/or purchase the particular Reserved Right or any interest therein ("Third Party Offer"), Owner shall notify Purchaser, by registered mail or telegram, if Owner proposes to accept such Third Party Offer, the name of the offeror, the proposed purchase price, and other terms of such Third Party Offer. During the period of thirty (30) days after Purchaser's receipt of such notice, Purchaser shall have the exclusive option to license, lease and/or purchase, as the case may be, the particular Reserved Right or interest referred to in such Third Party Offer, at the same purchase price and upon the same terms and conditions as set forth in such notice. If Purchaser elects to exercise the right to purchase such Reserved Right, Purchaser shall notify Owner of the exercise thereof by registered mail or telegram within such thirty (30) day period, failing which Owner shall be free to accept such Third Party Offer; provided that if any such proposed license, lease and/or sale is not consummated with a third party within thirty (30) days following the expiration of the aforesaid thirty (30) day period, Purchaser's Right of last refusal shall revive and shall apply to each and every further offer or offers at any time received by Owner relating to the particular Reserved Right or any interest therein; provided, further, that Purchaser's option shall continue in full force and effect, upon all of the terms and conditions of this paragraph, so long as Owner retains any rights, title or interests in or to the particular Reserved Right. Purchaser's Right of Last Refusal shall inure to the benefit of Purchaser, its successors and assigns, and shall bind Owner and Owner's heirs, successors and assigns.

Related to Right of Last Refusal

  • right of use means any right we have to use, in our own name and on our own account or the account of another counterparty, financial instruments received by us by way of collateral under a security collateral arrangement between you and us;

  • Right of Co-Sale means the right, but not an obligation, of an Investor to participate in a Proposed Key Holder Transfer on the terms and conditions specified in the Proposed Transfer Notice.

  • Right of First Refusal means the Company’s right of first refusal described in Section 8.

  • Right of First Refusal Agreement means the Right of First Refusal Agreement, dated as of August 4, 2017, among the Partnership, the Operating Partnership and NextEra Energy Resources, LLC.

  • Right of First Offer shall have the meaning set forth in Section 6.5.2.

  • Right of First Refusal and Co-Sale Agreement means the agreement among the Company, the Purchasers, and certain other stockholders of the Company, dated as of the date of the Initial Closing, in the form of Exhibit G attached to this Agreement.

  • First Refusal Right means the right granted to the Corporation in accordance with Article E.

  • Right of Others means, as to any Property in which a Person has an interest, any legal or equitable right, title or other interest (other than a Lien) held by any other Person in that Property, and any option or right held by any other Person to acquire any such right, title or other interest in that Property, including any option or right to acquire a Lien; provided, however, that (a) no covenant restricting the use or disposition of Property of such Person contained in any Contractual Obligation of such Person and (b) no provision contained in a contract creating a right of payment or performance in favor of a Person that conditions, limits, restricts, diminishes, transfers or terminates such right shall be deemed to constitute a Right of Others.

  • Right of Repurchase means the Company’s right of repurchase described in Section 7.

  • right of access means the right to be admitted to invest in the territory of the other Contracting Party, subject to the limits resulting from international agreements binding on both Contracting Parties.

  • Permitted Right of Others means a Right of Others consisting of (a) an interest (other than a legal or equitable co-ownership interest, an option or right to acquire a legal or equitable co-ownership interest and any interest of a ground lessor under a ground lease), that does not materially impair the fair market value or use of Property for the purposes for which it is or may reasonably be expected to be held, (b) an option or right to acquire a Lien that would be a Permitted Encumbrance, (c) the subordination of a lease or sublease in favor of a financing entity and (d) a license, or similar right, of or to Intangible Assets granted in the ordinary course of business.

  • Secondary Refusal Right means the right, but not an obligation, of each Investor to purchase up to its pro rata portion (based upon the total number of shares of Capital Stock then held by all Investors) of any Transfer Stock not purchased pursuant to the Right of First Refusal, on the terms and conditions specified in the Proposed Transfer Notice.

  • Right-of-Way Permit means either the excavation permit or the obstruction permit, or both, depending on the context, required by this chapter.

  • Public right-of-way means only the area of real property in which the City has a dedicated or acquired right-of-way interest in the real property. It shall include the area on, below or above the present and future streets, alleys, avenues, roads, highways, parkways or boulevards dedicated or acquired as right-of-way. The term does not include the airwaves above a right-of-way with regard to wireless telecommunications or other non-wire telecommunications or broadcast service, easements obtained by utilities or private easements in platted subdivisions or tracts.

  • Right of Reference means the “right of reference” defined in 21 CFR 314.3(b), including with regard to a Party, allowing the applicable Regulatory Authority in a country to have access to relevant information (by cross-reference, incorporation by reference or otherwise) contained in Regulatory Documentation (and any data contained therein) filed with such Regulatory Authority with respect to a Party’s Compound, only to the extent necessary for the conduct of the Study in such country or as otherwise expressly permitted or required under this Agreement to enable a Party to exercise its rights or perform its obligations hereunder.

  • Second Extension Option shall have the meaning set forth in Section 2.6.1 hereof.

  • car-share parking space means a parking space that is reserved and actively used for car-sharing;

  • Expiring Rights means any rights, options or warrants to purchase Ordinary Shares or ADSs that expire on or prior to the Maturity Date.

  • ROFR means a right of first refusal to purchase or a right of first offer to purchase one or more of the Mortgaged Properties pursuant to a recorded instrument (or a memorandum thereof) encumbering the applicable Mortgaged Property.

  • bicycle parking space – visitor means an area that is equipped with a bicycle rack for the purpose of parking and securing bicycles, and:

  • Height of building means height measured from the abutting road and in case of undulated terrain height can be considered as average of the corresponding ground level. The parapet wall, staircase head room, lift room, water tank are excluded from the height of the building.

  • Right-of-way means the privilege of the immediate use of a roadway.

  • Extension Option shall have the meaning set forth in Section 2.5(c) hereof.

  • bicycle parking space means an area used for parking or storing a bicycle;

  • bicycle parking space – occupant means an area that is equipped with a bicycle rack or locker for the purpose of parking and securing bicycles, and:

  • Parking Spaces means spaces in or portion of the Ground Floor of the Building and also open spaces at the ground level of the said premises as expressed or intended by the Developer, at their sole discretion, for parking of motor cars/two wheelers etc.