Right of First Offer and First Refusal Sample Clauses

Right of First Offer and First Refusal. If, at any time during the Term Licensee desires to sell the System to a third party, Licensee shall first offer to sell the System to the Judicial Council (“First Offer Notice”). The Judicial Council shall have sixty (60) calendar days after receipt of the First Offer Notice to submit an offer to Licensee to purchase the System. If the Judicial Council fails to make an offer within the sixty (60) calendar day period, Licensee shall have the right to sell the System to a third party. If, at any time during the Term, Licensee receives a bona fide offer from any person or entity other than a parent or subsidiary of Licensee to purchase all or any part of the System, which offer Licensee would accept, Licensee shall, before accepting such offer, (i) send to the Judicial Council a true copy of the proposed offer; (ii) notify the Judicial Council of the intention of Licensee to accept the offer if the System is not purchased by the Judicial Council (“First Refusal Notice”), and (iii) offer the System for sale to the Judicial Council under the same terms and conditions in the proposed offer. The Judicial Council shall have sixty (60) calendar days after receipt of the proposed offer and First Refusal Notice to notify Licensee it will purchase the System on the terms and conditions in the proposed offer, subject to obtaining the necessary Judicial Council authorizations. For purposes of this section the sale of the System includes the sale of 50% or more of the stock or ownership interest of any entity that owns, directly or indirectly, the System.
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Right of First Offer and First Refusal. 29 12.1. Right of First Offer and First Refusal. 29
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Right of First Offer and First Refusal. 24 12.1. RIGHT OF FIRST OFFER AND FIRST REFUSAL 24 TABLE OF CONTENTS (CONTINUED) 12.2. HOST’S FAILURE TO EXERCISE ITS RIGHT OF FIRST REFUSAL 24 12.3. HOST ACCEPTANCE 24 12.4. ASSIGNMENT OF LICENSEE CONTRACTS TO HOST 25 12.5. SYSTEM LESSOR 25 13. DEFAULTS AND REMEDIES 25 13.1. EVENTS OF DEFAULT 25 13.2. NOTICE OF DEFAULT 26 13.3. REMEDIES FOR DEFAULT 26 13.4. THE DGS’S AND HOST REMEDIES 27 13.5. LENDER’S RIGHTS 27 13.6. LICENSEE’S REMEDIES 29 13.7. NO CONSEQUENTIAL DAMAGES 29 14. EARLY TERMINATION 30 14.1. DGS’S AND HOST’S EARLY TERMINATION RIGHTS 30 14.2. LICENSEE EARLY TERMINATION RIGHTS 29 14.3. EARLY TERMINATION DUE TO FORCE MAJEURE 30 14.4. PERMANENT SHUTDOWN OF THE FACILITY 30 14.5. FUNDING AVAILABILITY 31 15. GENERAL TERMS AND CONDITIONS 32 15.1. INSPECTIONS 32 15.2. MECHANIC’S LIEN / STOP NOTICES – REMOVAL OF LIENS 32 15.3. PROTECTION OF FACILITY, SITE AND LICENSED AREA 33 15.4. LOSSES/DAMAGES 33 15.5. HEALTH AND SAFETY 33 15.6. HOST SYSTEM REPAIR COSTS 33 15.7. DAMAGE COVERED BY INSURANCE 33 15.8. CONDEMNATION 34 15.9. LIMITATION ON LIABILITY AND LICENSEE INDEMNIFICATION 35 16. OTHER TERMS AND CONDITIONS 35 16.1. NOTICES 35 16.2. AMENDMENT 36 16.3. NOTIFICATION OF CHANGE IN PARTIES 36 16.4. TAXES 36 16.5. AUDIT 36 16.6. INTEGRATION OF EXHIBITS 37 16.7. CUMULATIVE REMEDIES 37 16.8. LIMITED EFFECT OF WAIVER 37 16.9. SURVIVAL OF OBLIGATIONS 37 16.10. RELATIONSHIP OF PARTIES 37 16.11. INDEPENDENT STATUS 37 16.12. SUCCESSORS AND ASSIGNS 37 16.13. LICENSEE CERTIFICATION 38 16.14. NON-DISCRIMINATION 38 16.15. EMPLOYMENT OF UNDOCUMENTED ALIENS 38 16.16. CHILD SUPPORT COMPLIANCE ACT 38 16.17. DISPUTE RESOLUTION 39 16.18. SEVERABILITY; UNENFORCEABLE PROVISION 39 TABLE OF CONTENTS (CONTINUED) 16.19. GOVERNING LAW 39 16.20. PRESS RELEASES 39 16.21. CONFIDENTIALITY OF INFORMATION 39 16.22. ENDORSEMENT 39 16.23. COVENANT AGAINST GRATUITIES 41 16.24. NO CONFLICT WITH THE SLA 41 16.25. COUNTERPARTS 41 16.26. TIMELINESS 41
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Right of First Offer and First Refusal. If, at any time during the Term LICENSEE desires to sell the System to a third party, LICENSEE shall first offer to sell the System to HOST (“First Offer Notice”). HOST shall have sixty (60) calendar days after receipt of the First Offer Notice to submit an offer to LICENSEE to purchase the System. If HOST fails to make an offer within the sixty (60) calendar day period, LICENSEE shall have the right to sell the System to a third party. If, at any time during the Term, LICENSEE receives a bona fide offer from any person or entity other than a parent or subsidiary of LICENSEE to purchase all or any part of the System, which offer LICENSEE would accept, LICENSEE shall, before accepting such offer, (i) send to the DGS and HOST a true copy of the proposed offer; (ii) notify the DGS and HOST the intention of LICENSEE to accept the offer if the System is not purchased by HOST (“First Refusal Notice”), and (iii) offer the System for sale to HOST under the same terms and conditions in the proposed offer. HOST shall have sixty (60) calendar days after receipt of the proposed offer and First Refusal Notice to notify LICENSEE it will purchase the System on the terms and conditions in the proposed offer, subject to obtaining the necessary HOST authorizations. For purposes of this section the sale of the System includes the sale of 50% or more of the stock or ownership interest of any entity that owns, directly or indirectly, the System.‌
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Right of First Offer and First Refusal. If, at any time during the Term Licensee desires to sell the System to a third party, Licensee shall first offer to sell the System to the Judicial Council (“First Offer Notice”). The Judicial Council shall have sixty (60) calendar days after receipt of the First Offer Notice to submit an offer to Licensee to purchase the System. If the Judicial Council fails to make an offer within the sixty (60) calendar day period, Licensee shall have the right to sell the System to a third party. If, at any time during the Term, Licensee receives a bona fide offer from any person or entity other than a parent or subsidiary of Licensee to purchase all or any part of the System, which offer Licensee would accept, Licensee shall, before accepting such offer,
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Right of First Offer and First Refusal. Notwithstanding the provisions of that certain letter agreement, dated March 6, 2015, among the Company, the Seller, the Parent and the Lender pursuant to which certain rights of first offer and first refusal were granted to the Lender, the Lender hereby agrees that in the event that the Lender has not delivered any notice of unilateral extension in accordance with the definition thereof on or prior to January 9, 2018 with respect to an extension of the Commitment Termination Date to August 31, 2018, then (a) the provisions of Section 1(a) of such letter agreement shall not apply and none of the Company, the Seller or the Parent shall be obligated to comply therewith and (b) the “Review Period” with respect to any “Proposed Financing Notice” (each as defined in Section 1(b) of such letter agreement) relating to any refinancing of the Collateral shall be reduced to five (5) Business Days.
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Right of First Offer and First Refusal. [Provision to be inserted if not in a separate document.]
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Right of First Offer and First Refusal. The Sublessee shall have the right to request the Sublessor to exercise its right of first offer or right of first refusal on the terms and conditions set forth in Section 13.1 and 13.2 of the Participation Agreement and the Sublessor agrees, if requested by the Sublessee, to take all commercially reasonable efforts to assist the Sublessee in exercising such rights; provided however, that the Sublessor shall not be obligated to take any action until it shall have received such indemnity, security or undertaking for costs from the Sublessee as it may reasonably require for all costs, claims, losses and expenses and liabilities to the Financing Parties or any other Person which it will or may reasonably be expected to expend or incur in connection with such exercise of the right of first offer or right of first refusal.
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Related to Right of First Offer and First Refusal

  • Right of First Offer So long as (i) there then exists no Default of Tenant, (ii) the initially named Tenant pursuant to Section 1.1 hereof (and any successor of Tenant by merger or any other entity which controls, is controlled by or is under common control with the Tenant set forth in Section 1.1 above) shall occupy the entire Premises, and (iii) this Lease is still in full force and effect, then if Landlord shall desire to lease all or any space within the Building for a period commencing on or after the Commencement Date, Landlord shall so notify Tenant, and shall identify the space available (the "Offered Space") together with the rental rate and other terms and conditions (collectively, the "Terms") under which in good faith it intends to offer such space to third parties and the date on which such Offered Space is expected to be available. Tenant may irrevocable elect to lease the Offered Space on the Terms by giving notice thereof to Landlord within five (5) days after Tenant's receipt of notice from Landlord of the Terms. If Tenant shall have so elected to lease the Offered Space, it shall enter into an amendment to this Lease within ten (10) days after it shall have received the same from Landlord, confirming the lease of such Offered Space to Tenant on the Terms, Tenant acknowledging, however, that the term applicable to such Offered Space may not coincide with the term applicable to the Premises initially demised hereunder. If Tenant shall fail to give notice of its election to lease the Offered Space within the aforesaid 5-day period, then Tenant shall have no further rights under this Section and Landlord shall thereafter be free to lease any or all of such Offered Space or any other space in the Building to a third party or parties from time to time on such terms and conditions as it may deem appropriate, it being agreed that time is of the essence with respect to the exercise of Tenant's rights under this Section. For purposes of the first sentence of this Section, the term "lease" shall not include (a) the leasing of any space then leased to or occupied by, or the extension or renewal of a lease with, any then existing tenant or occupant, (b) the exercise of any expansion option, right of first offer, or right of first refusal by any tenant of the Industrial Center pursuant to a lease in effect prior to the date of this Lease, or (c) the lease of any space to any entity controlling, controlled by or under common control with, or otherwise affiliated with Landlord. The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. LANDLORD: TENANT: KEEP YOUR DAY JOB, LLC XXXXXXXXXXX.XXX, a Delaware corporation a Delaware limited liability company Name: By: MANSFIELD LAND LLC Title: a Massachusetts limited liability company Its: Manager By: NDNE REALTY, INC. a Massachusetts corporation Its: Manager By:_____________________________ Name: Its: AMB PROPERTY, L.P. a Delaware limited partnership By: AMB PROPERTY CORPORATION a Maryland corporation By: ________________________ Name: Xxxxxxx X. Xxxxxx Its: Vice President Attention: Xxxxxx Xxxxxx, CFO 00-00 Xxxxxxxx Xxxxxx Needham, MA 02192 Telephone: ( ) Telephone: ( ) Facsimile: ( ) Facsimile: ( ) Executed at: Executed at: LANDLORD'S REMEDIES IN EVENT OF TENANT DEFAULT ADDENDUM This Remedies Addendum is part of the Lease dated ______________________ by and between KEEP YOUR DAY JOB LLC and XXXXXXXXXXX.XXX for the premises known as 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX.

  • Right of First Refusal Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve (12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants or other advisors approved by the Board, (iii) issuances to strategic partners or other parties in connection with a commercial relationship, or providing the Company with equipment leases, real property leases or similar transactions approved by the Board (iv) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

  • 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.

  • 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.

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

  • Company Right of First Refusal (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11.

  • Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

  • Violation of First Refusal Right If any Key Holder becomes obligated to sell any Transfer Stock to the Company or any Investor under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such Investor may, at its option, in addition to all other remedies it may have, send to such Key Holder the purchase price for such Transfer Stock as is herein specified and transfer to the name of the Company or such Investor (or request that the Company effect such transfer in the name of an Investor) on the Company’s books any certificates, instruments, or book entry representing the Transfer Stock to be sold.

  • Waiver of Right of First Refusal The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.

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