PURCHASER RIGHT OF FIRST REFUSAL. If the Company proposes to issue or sell, at any time and from time to time before the fifth anniversary of the date of this Agreement, to any Designated Investor (as defined below), shares of Common Stock with aggregate voting power of 5% or more of the Total Voting Power (giving effect to such issuance or sale to such Designated Investor), the Company shall first give the Purchaser written notice of its intention, describing the price per share and general terms of the proposed transfer and the identity of the proposed transferee. The Purchaser or its designee shall have 15 Business Days from the date of receipt of any such notice to agree to purchase all of the shares of Common Stock proposed to be issued or sold for the price per share and upon the general terms specified in the notice by giving written notice to the Company. If the Company proposes any issuance or sale of shares of Common Stock for consideration other than cash, the Purchaser may exercise its right of first refusal and purchase such shares for cash in an amount equal to the fair market value of the proposed non-cash consideration. If the Purchaser does not exercise its right of first refusal, the Company may issue and sell the shares of Common Stock not purchased by the Purchaser at the price and upon the general terms described in the notice provided to the Purchaser, provided that if the Company has not transferred such shares within 120 days after the Purchaser received notice of the Company's intention to sell shares, or entered into a binding agreement within such 120-day period to issue and sell such shares and issued and sold such shares within 120 days after entering into such agreement, the Company shall not thereafter issue and sell any shares without first offering such shares to the Purchaser in the manner provided above. For purposes hereof, "DESIGNATED INVESTOR" means a pharmaceutical manufacturing or distribution company with operations in the field of care covering products specifically used to treat end-stage renal dialysis patients and patients with impaired renal function, such as polycystic disease, anemia, acute renal failure or glomerulonephritis, but not including renal transplantation ("RENAL CARE"). Notwithstanding the foregoing, however, the Purchaser's rights under this SECTION 5(h) shall not apply in the case of a sale of stock by the Company as part of a collaborative relationship involving research, development, manufacturing or marketing activities (a "P...
PURCHASER RIGHT OF FIRST REFUSAL. (a) In the event the Purchaser does not exercise the Option, then, in such event, during the 12-month period commencing on the date of expiration of the Option, the Company shall not enter into any agreement for the (i) sale of all or substantially all of the capital stock of the Company, (ii) merger of the Company with or into, or the consolidation of the Company with, any other corporation, or any similar combination with any other corporation or (iii) sale, lease or disposition of all or substantially all of the Company's properties or assets (any such transaction referred to as a "Purchase Transaction"), unless in each such case the Company shall have first complied with this Agreement. The Company shall deliver to the Purchaser a written notice of any proposed or intended Purchase Transaction (the "Offer"), which Offer shall (i) identify and describe in reasonable detail the terms of the proposed Purchase Transaction, (ii) describe in reasonable detail the price and other terms of the proposed Purchase Transaction, (iii) identify by name the persons or entities that will be parties to the proposed Purchase Transaction, and (iv) offer to enter into an agreement with the Purchaser on the same terms and conditions as the proposed Purchase Transaction. The Purchaser shall have the right, for a period of sixty (60) days following receipt of such Offer, to exercise its right to enter into an agreement with the Company on the same terms and conditions specified in the Offer. The Offer by its term shall remain open and irrevocable for such 60-day period.
PURCHASER RIGHT OF FIRST REFUSAL. OPERATING AGREEMENT EXTENSIONS ----------------------------------------------------------------
PURCHASER RIGHT OF FIRST REFUSAL. (a) Each Purchaser shall have the right, exercisable upon written notice to the Founder (the "Purchaser Notice") within fifteen (15) days after the receipt of the Notice, to purchase its pro rata share of the Preferred Stock subject to the Notice and on the same terms and conditions as set forth therein. The Purchasers who so exercise their rights (the "Participating Purchasers") shall effect the purchase of the Preferred Stock, including payment of the purchase price, not more than ten (10) days after delivery of the Purchaser Notice, and at such time the Founder shall deliver to the Purchasers the certificate(s) representing the Preferred Stock to be purchased by the Participating Purchasers, each certificate to be properly endorsed for transfer.
PURCHASER RIGHT OF FIRST REFUSAL. 41 Section 12.14 PURCHASE CESSATION EVENTS.............................................................41 Section 12.15 COOPERATION OF PARTIES TO CLUB CONVERSION.............................................42 SCHEDULE I Condition Precedent Documents SCHEDULE II [Reserved] SCHEDULE III Tradenames, Fictitious Names and "Doing Business As" Names SCHEDULE IV Cash Administrator Fees SCHEDULE V Location of Receivables Files SCHEDULE VI Insurance EXHIBITS EXHIBIT A Form of Request Notice For Initial and Incremental Purchases EXHIBIT B Form of List of Deliveries for all Advances EXHIBIT C List of Resorts EXHIBIT D Form of Monthly Report EXHIBIT E Trust Agreement EXHIBIT F Provisions of Seller's Certificate of Incorporation EXHIBIT G [Reserved] EXHIBIT H Form of Assignment EXHIBIT I Form of Subsequent Transfer Agreement EXHIBIT J Form of Substitute Receivables Transfer Agreement ANNEXES Definitions Annex AMENDED AND RESTATED ASSET PURCHASE AGREEMENT This Amended and Restated Asset Purchase Agreement (this "AGREEMENT") is made as of October 1, 1999, among:
PURCHASER RIGHT OF FIRST REFUSAL. Each Purchaser shall have the absolute right to purchase that number of Offered Shares, less any Offered Shares purchased by the Company, such difference being the Remaining Shares (the “Remaining Shares” ), equal to the number of Remaining Shares multiplied by a fraction, the numerator of which shall be the number of Shares then owned by such Purchaser and the denominator of which shall be the aggregate number of Shares then owned by all Purchasers. For purposes of this Section 3, all of the Stock which a Purchaser has the right to acquire from the Company upon the conversion, exercise or exchange of any of the securities of the Company then owned by such Purchaser shall be deemed to be Shares then owned by such Purchaser. (The amount of Remaining Shares that each Purchaser is entitled to purchase under this Section 3(b) shall be referred to as its “Pro Rata Fraction.”)
PURCHASER RIGHT OF FIRST REFUSAL. 34 Section 12.14 PURCHASE CESSATION EVENTS.............................................................35 Section 12.15 COOPERATION OF PARTIES TO CLUB CONVERSION.............................................35 SCHEDULE I CONDITION PRECEDENT DOCUMENTS...........................................................................38 SCHEDULE II CREDIT AND COLLECTION POLICY............................................................................40 SCHEDULE III TRADENAMES, FICTITIOUS NAMES AND "DOING BUSINESS AS" NAMES..............................................41 SCHEDULE IV [RESERVED]..............................................................................................42 SCHEDULE V LOCATION OF RECEIVABLE FILES............................................................................43 SCHEDULE VI INSURANCE...............................................................................................44 EXHIBIT A [FORM OF] REQUEST NOTICE..........................................................................................45 EXHIBIT B LIST OF DELIVERIES FOR ALL PURCHASES....................................................................48 EXHIBIT ------- EXHIBIT A Form of Request Notice For Initial and Incremental Purchases EXHIBIT B Form of List of Deliveries for all Advances EXHIBIT C List of Resorts EXHIBIT D Form of Monthly Report EXHIBIT E Form of Opinion of Counsel for Seller EXHIBIT F Provisions of Seller's Certificate of Incorporation EXHIBIT G Form of Servicer's Certificate EXHIBIT H Form of Assignment EXHIBIT I Form of Subsequent Transfer Agreement ANNEXES ------- Definitions Annex ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "AGREEMENT") is made as of June 26, 1998, among:
PURCHASER RIGHT OF FIRST REFUSAL. Originator and Seller hereby covenant with Purchaser that, from the date hereof until the first to occur of (a) the Maturity Date, (b) the date on which an event occurs which relieves the Purchaser from making Purchases hereunder and the Purchaser is not making Purchases hereunder, (c) the date on which an event occurs which relieves Hellxx Xxxancial, Inc. from making Advances under the Warehouse Facility and Hellxx Xxxancial, Inc. is not making Advances thereunder, or (d) an Event of Termination under Section 8.1 of this Agreement, Purchaser shall have, and Purchaser is hereby granted, the right and option, subject to the terms set forth below (the "PURCHASE OPTION") to purchase Receivables and related Assets (which for this purpose shall obligate the Originator and Seller, as well as any Affiliate thereof, to disclose to Purchaser all resorts developed by the Originator and Seller or any Affiliate thereof in order to provide Purchaser the opportunity to make a determination whether such resort may be an Additional Resort). Purchaser shall notify the Originator and Seller within forty-five days of its receipt of satisfactory information with respect to
PURCHASER RIGHT OF FIRST REFUSAL. (a) Except as provided in Section 7.2(c), if, at any time and from time to time, the Seller or any of its Affiliates wishes to or enters into a bona fide agreement to sell a Production Participation Interest to, or receives a legally binding bona fide offer for a Production Participation Interest from, any person at arm’s length to the Seller or such Affiliate, which offer or agreement the Seller or such Affiliate is willing to accept, then the Seller shall give the Purchaser written notice thereof, which notice must include the terms and conditions of such offer or agreement to purchase and, if available, a copy of such offer or draft agreement (the “Seller ROFR Offer”), and the Purchaser shall have the right, within 30 days from the date of delivery to the Purchaser of such notice, to exercise its right of first refusal in respect thereof and to acquire such Production Participation Interest on the same terms and conditions as are set forth in the offer or agreement to purchase.
PURCHASER RIGHT OF FIRST REFUSAL. For a period of five (5) days following receipt of any Notice described in Section 3.5(a), Purchaser shall have the right to purchase all (but not less than all) of the Securities subject to such Notice on the same terms and conditions as set forth therein. Purchaser's purchase right shall be exercised by written notice signed by an officer of Purchaser (the "Purchaser Notice") and delivered to Parent within such five (5) day period. Purchaser shall effect the purchase of Purchaser Common Stock, including payment of the purchase price, not more than three (3) business days after delivery of Purchaser's Notice, and at such time Parent shall deliver to Purchaser the certificate(s) representing the Purchaser Common Stock to be purchased by Purchaser, each certificate to be properly endorsed for transfer.
