RIGHT OF FIRST REVIEW Sample Clauses

RIGHT OF FIRST REVIEW. Except in respect of relationships in existence as of the Effective Date, Genetronics shall provide Ethicon (a) written notice of its intention to license a Drug Delivery System for Gene Therapy applications, and (b) a functional prototype of such Drug Delivery System which demonstrates relevant pre-clinical efficacy, prior to approaching a Third Party to license such Drug Delivery System for Gene Therapy applications. Genetronics shall discuss with Ethicon a possible development and license agreement to use such Drug Delivery System for Gene Therapy applications, but is under no obligation to enter into any such agreement with Ethicon. After providing such written notice and prototype Drug Delivery System to Ethicon, Genetronics shall have no further obligation to Ethicon under this Section 5.4.
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RIGHT OF FIRST REVIEW. Section 1.01 As consideration for entering into this Agreement, Roivant agrees not to pursue any potential dementia-related product or investment opportunity (a “Dementia Opportunity”) without first notifying RNL (the “Offer Notice”) of its intention to do so, such Offer Notice to include reasonable details of such opportunity to the extent known or otherwise made available to Roivant, and offering RNL the opportunity to evaluate and independently pursue the Dementia Opportunity. RNL shall have 30 days after receipt of the Offer Notice to inform Roivant of its intent to pursue in good faith the Dementia Opportunity subject to the Offering Notice (the “Acceptance Notice”) in which case Roivant shall not pursue such Dementia Opportunity and shall refer such Dementia Opportunity to RNL. If RNL has not entered into a definitive agreement with respect to the Dementia Opportunity described in the Offer Notice within 60 days of the Acceptance Notice, Roivant shall be free to pursue such Dementia Opportunity.
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RIGHT OF FIRST REVIEW. If at any time following the Closing and during the Measurement Period the Seller or Harvest, LLC decides to explore the possibility of selling, licensing or transferring any interest in technologies or products that it develops or acquires following the Closing, the Seller and Harvest, LLC each hereby covenants and agrees to use reasonable efforts to give written notice to the Purchaser of the same in order to provide the Purchaser with an opportunity to evaluate such technologies or products and express an interest which it may have in any such transaction before proceeding beyond a preliminary phase of discussions with any third party (the “ROFR”). It is expressly understood and agreed that neither the Seller nor Harvest, LLC has any obligation to the Purchaser under this Section 4.8 other than as expressed herein and neither party is obligated to proceed with any negotiations or transactions or accept any terms or conditions which are not fully acceptable to the parties in their sole discretion.
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RIGHT OF FIRST REVIEW. So long as CHS continues to hold any of the Notes or 750,000 shares of Class C Common Stock or Class A Common Stock (or Common Stock issuable upon the conversion thereof), and to the extent such technology is not restricted by other contractual arrangements in effect as of August 2, 2005, the Company shall disclose to Carilion Consolidated Laboratory (“CCL”) for review on a confidential basis, that technology developed now or in the future by the employees of the Company or its affiliates which impacts, or has an application to, the clinical laboratory industry, at least sixty (60) days prior to disclosing such technology to any third-party for purpose of commercialization.
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RIGHT OF FIRST REVIEW. (a) Each Affiliated Entity hereby acknowledges and agrees that until the Expiration Date (as defined in Section 3), the Covered Officers shall be entitled to present any investment or acquisition opportunity whose fair market value the Company reasonably believes is at least $500 million (each, a “Company Opportunity”) first to the Company prior to presenting such opportunity to any Affiliated Entity; provided, that Company Opportunity shall exclude any opportunity involving (i) targets that are focused primarily on real estate, (ii) targets in or related to the locomotive or railcar leasing industries or (iii) targets in or related to the dry bulk ocean transportation, inland marine transportation and bulk-storage and transfer terminal industries.
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RIGHT OF FIRST REVIEW. Baylor grants to the Sponsor the right of first review with respect to any Invention, discovered from the performance of the Project Research, under the following the terms:
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RIGHT OF FIRST REVIEW. Provided Infotopia is (i) not in breach of any term, condition, provision, covenant, warranty or representation of this Agreement, (ii) executes a confidentiality and non-disclosure agreement in a form acceptable to DTCP in their sole and absolute discretion; and (iii) executes such other documentation as is reasonably requested by DTCP to protect their pecuniary and proprietary interests, then DTCP shall present all other direct response televison fitness products owned and/or controlled by DTCP which have been sufficiently developed for marketing, distribution, sale and exploitation to Infotopia for review and inspection prior to showing such products to any competitor of Infotopia. Infotopia shall have seventy-two (72) hours from the receipt of such product(s) to present an acceptable written offer to license for manufacture, use, distribution, sale, advertisement, promotion and exploitation, such products from DTCP. Following the expiration of such seventy-two (72) hour period, DTCP shall have no further obligation to Infotopia with respect to such product(s). DTCP shall be free to show, market, license, distribute and/or exploit in any manner whatsoever such product(s) in any manner which it chooses without any obligation or liability of any kind to Infotopia with respect to such product(s)."
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RIGHT OF FIRST REVIEW. So long as Carilion continues to hold at least 750,000 shares of Common Stock (or Common Stock issuable upon the conversion of the Series A Preferred), and to the extent such technology is not restricted by other contractual arrangements in effect as of August 2, 2005, the Company shall disclose to Carilion Consolidated Laboratory (“CCL”) for review on a confidential basis, that technology developed now or in the future by the employees of the Company or its affiliates which impacts, or has an application to, the clinical laboratory industry, at least sixty (60) days prior to disclosing such technology to any third-party for purpose of commercialization.
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RIGHT OF FIRST REVIEW. Should TLC Ventures Corp. or any of its subsidiaries (collectively, the "Company") intend to transfer, assign, option or joint venture a Project owned or controlled by the Company to an arms' length third party directly or indirectly, Gold Fields shall have an exclusive right of first review of the Project Data. The Company will give Gold Fields written notice of its intention to offer a Project for transfer, assignment, option or joint venture. Within 5 business days of receipt of the notice, Gold Fields may execute and deliver to the Company a confidentiality agreement in form reasonably acceptable to the parties and will then have the exclusive right to review all Project Data for a 10-business day period, after which the Company may contact other potential transferees, assignees, optionees or joint venture partners. The 10-business day review period will be deemed to have started on the business day that the Project Data is received by Gold Fields. The Company will not (a) make known to any third party its intention to transfer, assign, option or joint venture a Project; or (b) make any Project Data available to any such third party until the 10-business day period has elapsed. Should Gold Fields intend to transfer, assign, option or joint venture a Non-Strategic Project to an arms' length third party directly or indirectly, the Company shall have an exclusive right of first review of the Project Data. Gold Fields will give the Company written notice of its intention to offer a Non-Strategic Project for transfer, assignment, option or joint venture. Within 5 business days of receipt of the notice, the Company may execute and deliver to Gold Fields a confidentiality agreement in form reasonably acceptable to the parties and will then have the exclusive right to review all Project Data for a 10-business day period, after which Gold Fields may contact other potential transferees, assignees, optionees or joint venture partners. The 10-business day review period will be deemed to have started on the business day that the Project Data is received by the Company. Gold Fields will not (a) make known to any third party its intention to transfer, assign, option or joint venture a Project; or (b) make any Project Data available to any such third party until the 10-business day period has elapsed.
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Related to RIGHT OF FIRST REVIEW

  • 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 Offer In the event that a Party (for the purpose of this Section 8, the “Seller”) should decide that it wishes to sell all or any portion of its Lot (the “Sale Lot”) to an unaffiliated third party, other than in connection with the sale of all or substantially all of the business assets or operations located on such Party’s Lot to the same purchaser of the business assets or operations or an affiliate of such purchaser as is buying the Sale Lot, the non-selling Lot owner (the “Buyer”) shall have the right of first offer (the “Right of First Offer”) with respect to the purchase of the Sale Lot from the Seller before any offer of the Lot is made to third parties. The Right of First Offer shall be exercised in such manner and subject to such terms and conditions as are set forth in this Section 8. A Sale Lot shall not be transferred to an unaffiliated third party without the prior written consent of the Buyer hereto or otherwise in strict compliance with the provisions of this Section 8. For the purposes of this Section 8, the “Purchase Price” shall mean such amount as is designated by the Seller (the “Seller’s Offer”) in a written notice to the Buyer advising the Buyer of its interest in selling the Sale Lot and designating, in addition to Purchase Price, the Sale Lot, proposed closing date, and any other material conditions or restrictions intended to govern the sale of the Sale Lot. If the Buyer wishes to enter into a contract for the purchase of the Sale Lot offered for sale in the Seller’s Offer, the Buyer shall so inform the Seller in writing and the Parties shall negotiate in good faith to execute a contract for the sale and purchase of the Sale Lot within thirty (30) days after the election is received by the Seller. Such contract shall provide for closing of the sale within sixty (60) days of the contract date. If the Buyer does not so notify the Seller in a timely manner of its election to enter into a contract for the purchase of the Sale Lot pursuant to Seller’s Offer, the Seller shall be free to offer the Sale Lot to an unaffiliated third party purchaser, on terms no less favorable to the Seller than those set forth in the Seller’s Offer. If the Seller does not thereafter complete a sale of the Sale Lot within nine (9) months following Buyer’s lack of acceptance of Seller’s offer on terms no less favorable to the Seller than are set forth in the Seller’s Offer, any sale of the Sale Lot or any part thereof shall again be subject to all terms of this Section 8 as though the Sale Lot had not previously been offered to the Buyer. At any time, the Buyer may request in writing and shall be entitled to receive a copy of any contract, closing document or other written instrument pertaining to the sale to any third party by the Seller of a Sale Lot. If the Seller has strictly complied with the terms of this Section 8, at the Seller’s written request in connection with the closing of a sale of a Sale Lot, the Buyer shall affirm in writing to any interested party that the Seller has complied with the terms of this Section 8.

  • Right of First Negotiation Subject to the terms and conditions of this Agreement, ORGENTEC hereby grants to Proprius the right of first negotiation to obtain a license with respect to one or more Additional Products in the Field in the Territory in accordance with this Section 2.2. If, during the Term, ORGENTEC proposes to introduce (either directly or through an Affiliate or Third Party licensee or distributor) in the Territory any Additional Product, then ORGENTEC shall promptly notify Proprius thereof in writing of such intent and shall provide to Proprius any and all available scientific data, patent filings and other relevant information regarding such Additional Product (“Diligence Information”). At any time during the 30-day period commencing on the date of such notice, provided that all available Diligence Information regarding an Additional Product has been provided within [***] days following such notice (the “Review Period”), Proprius, at its sole discretion, may exercise its right of first negotiation with respect to such Additional Product by delivering written notice of exercise to ORGENTEC. If Proprius exercises such right of first negotiation prior to expiration of the Review Period, the parties shall negotiate in good faith for up to an additional [***] days (the “Negotiation Period”) regarding the terms upon which ORGENTEC would exclusively license such Additional Product to Proprius in the Field in the Territory. Until the expiration of the Negotiation Period with respect to an Additional Product, ORGENTEC shall negotiate exclusively with Proprius regarding the grant of a license with respect to such Additional Product. If Proprius does not exercise its right of first negotiation with respect to an Additional Product prior to expiration of the Review Period, or if Proprius exercises such right of first negotiation with respect to an Additional Product but the Negotiation Period expires without the parties having entered into a definitive written license agreement with respect to such Additional Product, then ORGENTEC shall be free to offer such Additional Product to, and to negotiate and enter into a license with, any Third Party with respect to such Additional Product in the Field in the Territory, except that ORGENTEC shall not license such Additional Product to any Third *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Party on terms more favorable to such Third Party than those offered to Proprius without first offering such license to Proprius on such more favorable terms for a period of at least 30 days.

  • 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.

  • Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the "TRANSFER SHARES") to any person or entity, including, without limitation, any shareholder of the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").

  • 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.

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

  • Termination of Right of First Refusal The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

  • 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.

  • Financing Right of First Refusal (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

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