Right of First. Refusal From the date of this Agreement until the date ---------------------- on which the Registration Statement is declared effective by the Commission (provided that in no event shall such time period exceed 90 days after the Closing Date), other than to the Purchaser or an Affiliate thereof, the Seller shall not directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant of any option to purchase or other disposition) any of its shares of Common Stock of the Company or any securities that are exchangeable or convertible (directly or indirectly) for shares of its Common Stock, (collectively, a "Subsequent Placement"), unless: (A) the Seller delivers -------------------- to the Purchaser a written notice (the "Subsequent Placement Notice") of its --------------------------- intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, and subject to the terms of any applicable confidentiality agreement, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchaser shall not have notified the Seller by 6:30 p.m. (New York City time) on the third Business Day after its receipt of the Subsequent Placement Notice of its willingness to purchase (or to cause its sole designee to purchase), subject to completion of mutually acceptable documentation, the shares of Common Stock referenced in the Subsequent Placement Notice on the same terms and conditions set forth in such notice (such notice to purchase the shares is referred to as the "Purchase -------- Notice"). If the Purchaser shall fail to deliver a Purchase Notice to the Seller ------ regarding its intention to enter into such negotiations within three Business Days after receipt of a Subsequent Placement Notice, or upon delivery of a Purchase Notice the Purchaser fails to consummate the purchase of the shares in accordance with such Purchase Notice within ten Business Days of delivery of the Purchase Notice (the "Expiration Date"), then the Seller may effect the --------------- Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Seller shall provide the Purchaser w...
Right of First. Refusal Upon Issuances of Securities by the ---------------------------------------------------------- Company. -------
Right of First. Refusal In the event Licensor receives an offer from any third party to license or commercialize a New Development (an "Outside Offer"), Licensee shall enjoy a right of first refusal (the "Right of First Refusal") as follows: Licensor shall not accept any Outside Offer unless (i) Licensor has first provided the Outside Offer in writing to Licensee; and (ii) Licensee is provided a period of thirty (30) days from its receipt of the Outside Offer to evaluate the Outside Offer (the "Evaluation Period"). If Licensor receives from Licensee before expiration of the Evaluation Period a written offer that meets each of the terms of the Outside Offer or is more advantageous to Licensor than the Outside Offer (a "Qualifying Licensee Offer"), then Licensor shall either (a) reject the Outside Offer, or (b) accept the Qualifying Licensee Offer. Licensor shall not be obligated to accept the Qualifying Licensee Offer (in which event, the Licensor shall not accept the Outside Offer). If a Qualifying Licensee Offer is not received within the Evaluation Period, then the Right of First Refusal shall expire, and Licensor shall be free to accept the Outside Offer.
Right of First. Refusal ----------------------
Right of First. Refusal on Dispositions by the Investors. If at any time any Investor (the "Selling Investor") wishes to sell, assign, transfer or otherwise dispose of any or all Subject Shares owned by him pursuant to the terms of a bona fide offer received from a third party, he shall submit a written offer to sell such Subject Shares to the other Investors, with a copy to the Company, on terms and conditions, including price, not less favorable to the other Investors than those on which he proposes to sell such Subject Shares to such third party (the "Offer"). The Offer shall disclose the identity of the proposed purchaser or transferee, the Subject Shares proposed to be sold or transferred, the agreed terms of the sale or transfer, including price, and any other material facts relating to the sale or transfer. Within twenty (20) days after receipt of the Offer, each non-selling Investor shall give notice to the Selling Investor of its intent to purchase all or any portion of the offered Subject Shares on the same terms and conditions as set forth in the Offer. Each non-selling Investor shall have the right to purchase that number of the offered Subject Shares as shall be equal to the aggregate offered Subject Shares multiplied by a fraction, the numerator of which is the number of shares of Stock of the Company then owned by such Investor (including any shares of Stock deemed to be beneficially owned by such Investor pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934 ("Rule 13d-3")) and the denominator of which is the aggregate number of shares of said Stock then issued and outstanding and held by (and deemed to be beneficially owned pursuant to Rule 13d-3 by) all the Investors (other than the Selling Investor). The amount of Subject Shares each non-selling Investor or Qualified Transferee, as that term is defined below, is entitled to purchase under this Section 2 shall be referred to as such Investor's "Pro Rata Fraction." Each non-selling Investor shall have the right to transfer his right to any Pro Rata Fraction or part thereof to any Qualified Transferee. In the event a non-selling Investor does not wish to purchase or to transfer his right to purchase his Pro Rata Fraction, then any non-selling Investors who so elect shall have the right to purchase, on a pro rata basis with any other non-selling Investors who so elect, any Pro Rata Fraction not purchased by a non-selling Investor or Qualified Transferee. Each non-selling Investor shal...
Right of First. OFFER Warburg and the Investors will grant to the Company (or an affiliate thereof) a right of first offer with respect to any proposed sales by them of Shares. Reasonable and customary procedures concerning this right of first offer will be set forth in the Shareholders Agreement.
Right of First. REFUSAL (a) If one Partner (hereinafter the "Assigning Partner") receives a bona fide offer from a third party to purchase the Assigning Partner's interest in the Partnership at a specified price and under specified terms and conditions that the Assigning Partner is willing to accept, then the Assigning Partner shall promptly give notice to the other Partner of the offer. Such notice shall be sent by the Assigning Partner for each and every BONA FIDE offer received, including any changes in the price or terms and conditions of previously received bona fide offers. The other Partner shall have the right of first refusal and privilege of purchasing the Assigning Partner's interest in the Partnership at the price offered by notifying the Assigning Partner in writing as soon as possible but in all events within sixty (60) days of the Assigning Partner's notice of the offer that it will purchase the Assigning Partner's interest for the amount specified in such offer and upon all the other terms and conditions contained in such offer provided that to the extent that the third party offer contains a term(s) which is reasonably incapable of performance by the other Partner, then the Partners will thereafter negotiate in good faith to substitute a payment obligation therefore reasonably reflecting the value to the Assigning Partner of said term(s). If the Partners are unable to arrive at such valuation within thirty (30) days after notice of the other Partner's exercise of its right of first refusal, then the Assigning Partner may proceed to sell to the third party without further obligation to the other partner under this Section.
Right of First. OFFER as set forth in the Original Lease is hereby in full force and effect.
Right of First. Refusal For Third Party Offers 4.2 Right of First Refusal for Sales in Registered Offerings 4.3 Right of First Refusal for Rule 144 Sales During 1994 4.4 Right of First Refusal for Rule 144 Sales During 1995 and Thereafter 4.5 Prohibition Against Encumbrances 4.6 CEA II, Ltd. Right to Designate
Right of First. Refusal Subject to Crestview’s Drag-Along Rights, if any party to the Shareholders Agreement elects to sells any equity of the Parent to an unaffiliated 3rd party, the other parties to the Shareholders Agreement will have the right to sell purchase shares on the same terms and conditions. Drag Along Rights If Crestview sells all or substantially all of the equity of the Parent to an unaffiliated 3rd party, then Crestview will have the right to require the other parties to the Shareholders Agreement to sell their equity pro rata on the same terms and conditions (but without prejudice to any matters to which Messrs. Xxxxxxx and Adlerz may be reasonably asked to agree in their capacity as officers of the Company).
