Offer Rights Sample Clauses

Offer Rights. Each Party agrees that prior to engaging in any business not contemplated herein or otherwise conducted by a Party as of the Effective Date (each, an "EXPANSION BUSINESS"), it shall offer to the other Party the opportunity to participate as an equal partner in such Expansion Business and, for a period of three (3) months, the Parties shall negotiate in good faith with respect to a collaboration for such Expansion Business (the "RIGHT OF FIRST OFFER"). If a Party declines the Right of First Offer, the Party providing the Right of First Offer shall have the right to pursue such business in the Territory exclusively. 7. STANDSTILL Except as contemplated by the Stock Purchase Agreement, from the date hereof through the expiration of the initial three (3) year period contemplated hereunder, Recruit hereby agrees that neither Recruit nor any of its affiliates, nor any of their respective directors or senior executive officers or, if at the direction, or for the benefit, of Recruit, any of their respective officers, employees, agents or advisors (including, without limitation, financial advisors, counsel and accountants), will, without the prior written consent of 51job, directly or indirectly, singly or as part of a group formed for such purpose, (a) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any securities of 51job or of any successor to or person in control of 51job; (b) make any public announcement with respect to, or submit a proposal for or offer of (with or without conditions), any merger, recapitalization, reorganization, business combination or other extraordinary transaction involving 51job or any subsidiary thereof or any of their securities or assets; or (c) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing. The term "person" as used in this Section 7 shall be broadly interpreted to include, without limitation, the media and any corporation, company, group, partnership or individual. The term "affiliate" as used in this Section 7 shall mean, with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the specified person. The term "control" shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the 5 <PA...
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Offer Rights. A Stockholder (following January 16, ------------------ 1999 with respect to a Silverado Stockholder) may Transfer Preferred Stock, Common Stock or Warrants, except as permitted in Section 2.5 hereof, only for a cash purchase price (and/or a promissory note) and only in compliance with the provisions of this Section 3. A Stockholder desiring to Transfer Securities in compliance with this Section 3 (a "Selling Stockholder") shall first deliver written notice to the Company (hereinafter referred to as the "Notice of Offer") which Notice of Offer shall specify (i) the number of Securities owned by the Selling Stockholder which such Selling Stockholder wishes to sell (the "Offered Securities"); (ii) the proposed cash purchase price (including the terms of any promissory note) for the Offered Securities (the "Offer Price"); and (iii) all other terms and conditions of the offer. The Company shall promptly deliver a copy of the Notice of Offer and the related documents to all other Stockholders. The Notice of Offer shall constitute an irrevocable offer by the Selling Stockholder to sell to the other Stockholders the Offered Securities at the Offer Price for cash (including amounts payable under any promissory notes, discounted as set forth below) under the same terms and conditions contained in the Notice of Offer. For purposes of any computation of value made under this Section 3, the present value of any amount to be paid in the future shall be determined by discounting such amount to present value using an interest rate of 15%.
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Offer Rights. Each Party agrees that prior to engaging in any business not contemplated herein or otherwise conducted by a Party as of the Effective Date (each, an "EXPANSION BUSINESS"), it shall offer to the other Party the opportunity to participate as an equal partner in such Expansion Business and, for a period of three (3) months, the Parties shall negotiate in good faith with respect to a collaboration for such Expansion Business (the "RIGHT OF FIRST OFFER"). If a Party declines the Right of First Offer, the Party providing the Right of First Offer shall have the right to pursue such business in the Territory exclusively.
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Offer Rights. During the term of the Lease, including the Building 1 Extended Term and the Building 2 Extended Term, Tenant shall have a right of first offer with respect to each of the following buildings at the Center:
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Offer Rights. At least 30 days prior to any Transfer of Stockholder Shares by any Stockholder, the Stockholder proposing to make such Transfer (the "Offering Stockholder") shall deliver a written notice (the "Transfer Notice") to the Corporation and VPC, specifying in reasonable detail the number of Stockholder Shares to be transferred, the proposed purchase price (which shall be payable solely in cash)(the "Proposed Purchase Price") and the other terms and conditions of the Transfer. The Corporation may elect to purchase all (but not less than all) of the Stockholder Shares to be Transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such election to the Offering Stockholder within 20 days after the Transfer Notice has been received by the Corporation. If the Corporation has not elected within such 20 day period (the "Offer Period") to purchase all of the Stockholder Shares to be Transferred, then VPC may elect to purchase all (but not less than all) of the Stockholder Shares on the same terms and conditions as the Corporation. If VPC has not elected within 10 days after the Offer Period (the "Extended Offer Period") to purchase all of the Stockholder Shares to be Transferred, the Offering Stockholder may, during the 180-day period immediately following the expiration of the Extended Offer Period (the "Third Party Offer Period"), Transfer the Stockholder Shares specified in the Transfer Notice at an aggregate price which is not less than the Proposed Purchase Price and on other terms which are not, in the aggregate, more favorable to the transferee(s) than specified in the Transfer Notice. Stockholder Shares not Transferred within the Third Party Offer Periods permitted by the foregoing provisions may not be Transferred thereafter except upon further compliance with the provisions of this Section 4 as if a Transfer Notice had never been given with respect thereto.
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Offer Rights 
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Related to Offer Rights

  • Transfer Rights Subject to the provisions of Section 8 of this Warrant, this Warrant may be transferred on the books of the Company, in whole or in part, in person or by attorney, upon surrender of this Warrant properly completed and endorsed. This Warrant shall be canceled upon such surrender and, as soon as practicable thereafter, the person to whom such transfer is made shall be entitled to receive a new Warrant or Warrants as to the portion of this Warrant transferred, and Holder shall be entitled to receive a new Warrant as to the portion hereof retained.

  • per Right No fractional shares will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts), but in lieu thereof, a cash payment shall be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented by the Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. Attest: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

  • Right of First Offer to Purchase Prior to Lessor accepting any offer to sell Premises or any part thereof, Lessor shall give Lessee written notice of such offer and Lessee shall have the opportunity to purchase the Premises or the part thereof offered for sale on the terms and conditions set forth in the notice of offer. Lessee shall have the option, which may be exercised by written notice to Lessor at any time within fifteen (15) days from the receipt of the Lessor's notice to sell Premises or portion thereof specified in the notice to Lessee. If Lessee fails to exercise its option within the 15-day period, Lessor shall have 270 days thereafter to sell the Premises or portion thereof in the notice, but in no case on terms more favorable than those offered to Lessee. If Lessor elects, within 270 days of Lessor's notice, to sell the Premises or portion thereof to a third party on terms more favorable to the third party purchaser than the terms set forth in the above offer, then Lessor must re-offer the Premises or portion thereof on the same terms and conditions offered to the third party purchaser ("Lessor's Second Notice"). Lessee shall have five (5) business days from Lessee's receipt of Lessor's Second Notice to elect to purchase Premises or portion thereof. If Lessee does not respond in writing accepting all terms and conditions, Lessor shall thereafter be entitled to sell the Premises or portion thereof to the third party on the terms and conditions set forth in Lessor's Second Notice or on other terms and conditions at least as favorable to Lessor as said terms and conditions in Lessor's Second Notice for a period of 270 days. After 270 days Lessee's Right of First Offer to Purchase shall again be in effect for the Premises or portion thereof. Notwithstanding the above, Lessee's Right of First Offer to Purchase herein shall be null and void if the sale of Premises involves Lessor's entire portfolio or a portion thereof exceeding 900,000 sq.ft.. Any sale as provided in this paragraph shall void any future purchase rights under this Section 43.

  • Stockholder Rights The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares.

  • Observer Rights (a) For so long as Kirin meets the Kirin Nomination Requirement, (x) the Company shall cause each of its Subsidiaries to invite a representative of Kirin to attend all meetings of its board of directors (or applicable governing body) (or any committee meetings of the foregoing), and (y) the Company shall use its commercially reasonable efforts to cause each of its controlled Affiliates (including Tecton) to invite one (1) representative of Kirin to attend all meetings of its board of directors (or applicable governing body) (or any committees of the foregoing) in a nonvoting observer capacity and, in this respect, shall give copies of all notices, minutes, consents, and other materials that it provides to directors (or other members of the applicable governing body) at the same time and in the same manner as provided to such directors (or other members of the applicable governing body); provided, however, that each such representative shall agree in writing to a nondisclosure agreement in a reasonable and customary form approved by the Company (provided any such agreement shall be in substantially the same form and no more restrictive than any similar agreement signed by the other directors or other members of the applicable governing body and otherwise consistent with the conditions set forth in Section 2(e)), which shall provide that such representative will hold in confidence and trust all information so provided; and provided, further, that each Subsidiary and controlled Affiliate may withhold any information and exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting reasonably would, after consultation with the Company’s (or such controlled Affiliate’s) outside legal counsel, adversely affect the attorney-client privilege between the respective Subsidiary or controlled Affiliate and its counsel or result in disclosure of trade secrets or a conflict of interest, as determined in good faith by a majority of the members of such Subsidiary’s board of directors who were not nominated by, and are not affiliated with, Kirin or Mitsui, or a majority of the members the board of directors (or applicable governing body) of such controlled Affiliate who were not nominated by, and are not affiliated with, Kirin or Mitsui, or the Disinterested Directors.

  • Preemptive Rights Prior to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.

  • Right of First Refusal to Purchase TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. If at any time during the term as extended, LANDLORD shall receive a bona fide offer from a third person for the purchase of the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises on the same terms as those set forth in such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise.

  • Option Confers No Rights as Stockholder The Optionee shall not be entitled to any privileges of ownership with respect to shares of Stock subject to the Option unless and until purchased and delivered upon the exercise of the Option, in whole or in part, and the Optionee becomes a stockholder of record with respect to such delivered shares; and the Optionee shall not be considered a stockholder of the Company with respect to any such shares not so purchased and delivered.

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