Right of Last Refusal. The Buyer shall have a right of last refusal on all Reserved Rights. The term "Right of Last Refusal" means that if Buyer and Script Owner fail to reach an agreement pursuant to Buyer's right of first negotiation, and Script Owner makes and/or receives any bona fide offer to license, lease and/or purchase the particular Reserved Right or any interest therein ("Third Party Offer"), and if the proposed purchase price and other material terms of a Third Party Offer are no more favorable to Script Owner than the terms which were acceptable to Buyer during the first negotiation period, Script Owner shall notify Buyer, by registered mail or telegram, if Script Owner proposes to accept such Third Party Offer, the name of the offerer, the proposed purchase price, and other terms of such Third Party Offer. During the period of thirty (30) days after Buyer's receipt of such notice, Buyer shall have the exclusive option to license, lease and/or purchase, as the case may be, the particular Reserved Right or interest referred to in such Third Party Offer, at the same purchase price and upon the same terms and conditions as set forth in such notice. If Buyer elects to exercise thereof by registered mail or telegram within such thirty (30) day period, failing which Script Owner shall be free to accept such Third Party Offer; provided that if any such proposed license, lease and/or sale is not consummated with a third party within thirty (30) days following the expiration of the aforesaid thirty (30) day period, Buyer's Right of Last Refusal shall revive and shall apply to each and every further offer or offers at any time received by Script Owner relating to the particular Reserved Right or any interest therein; provided, further, that Buyer's option shall continue in full force and effect, upon all of the terms and conditions of this paragraph, so long as Script Owner retains any rights, title or interests in or to the particular Reserved Right. Buyer's Right of Last Refusal shall inure to the benefit of Buyer, its successors and assigns, and shall bind Script Owner and Script Owner's heirs, successors and assigns.
Right of Last Refusal. (a) Upon receipt of a Final Transfer Notice, unless the proposed Transfer described therein is being made in a tax-free Transfer to a charitable organization or foundation, BlackRock will have an irrevocable and transferable option to purchase all of the BlackRock Capital Stock subject to such Final Transfer Notice at the Last Look Price and otherwise on the terms and conditions described in the Final Transfer Notice. BlackRock and/or its transferees (collectively and/or separately, the “BlackRock Party”) shall, within 10 Business Days from receipt of the Final Transfer Notice, indicate if it intends to exercise such option by sending irrevocable written notice of any such exercise to the Transferring Party, and such BlackRock Party shall then be obligated to purchase all such BlackRock Capital Stock on terms and conditions no less favorable (other than date of closing) to Transferring Party than those set forth in the Final Transfer Notice.
Right of Last Refusal. In the event that any of the Stockholders, including any of their Permitted Transferees, receives a bona fide offer to purchase all or any portion of the Shares held by such Stockholder (a "Transaction Offer") from a non-Affiliate (the "Offeror") in a transaction not expressly permitted under Section 3.1, such Stockholder (a "Transferring Stockholder") may, subject to the provisions of Section 3.3 hereof, Transfer such Shares pursuant to and in accordance with the following provisions of this Section 3.2:
Right of Last Refusal. (a) Right of Last Refusal with Respect to an Extraordinary Transaction. Upon receipt of the Company Notice with respect to an Extraordinary Transaction, Dell shall have the irrevocable and exclusive option, at its sole discretion, to become, or to have any of its Affiliates become, the purchaser with respect to the Extraordinary Transaction on substantially the same financial terms as provided in the Proposal. If Dell elects to become, or to have any of its Affiliates become, the purchaser, Dell shall deliver a written notice (the “Dell Notice”) to the Company of such election within 10 business days of the receipt by Dell of the Company Notice (such 10-business day period, the “Extraordinary Transaction Review Period”). Upon receipt by the Company of the Dell Notice, the Company shall not enter into or agree to the Proposal relating to the Extraordinary Transaction and shall enter into an agreement with Dell or any of its Affiliates (as designated by Dell) on substantially the same financial terms and containing substantially the same representations and warranties, exclusivity (including any no-shop or other similar provisions) and indemnities in favor of Dell or any of its Affiliates (as designated by Dell) as provided in the Proposal.
Right of Last Refusal. In the event that any of the Stockholders, including any of their Permitted Transferees, receives a bona fide offer to purchase all or any portion of the Shares held by such person (a "Transaction Offer") from a non-Affiliate (the "Offeror"), such Stockholders or Permitted Transferees (a "Transferring Stockholder") may, subject to the provisions of Section 2.3 hereof, transfer such Shares pursuant to and in accordance with the following provisions of this Section 2.2:
Right of Last Refusal. In the event that any of the ----------- ---------------------- Founders, including any of their Permitted Transferees, receives a bona fide offer to purchase all or any portion of the Shares held by such stockholder (a "Transaction Offer") from a non-Affiliate (the "Offeror"), such Founder or Permitted Transferee (a "Transferring Stockholder") may, subject to the provisions of Section 3.3 hereof, Transfer such Shares pursuant to and in accordance with the following provisions of this Section 3.2:
Right of Last Refusal. The following provisions apply in respect of any sale referred to in clause 12.4:
Right of Last Refusal. At the completion of the Term of this Agreement, Buyer agrees to grant to Seller the right of last refusal to match any bona fide written offer received by Buyer from another supplier to supply the volumes of gas hereunder upon the same terms as offered by such other supplier. Buyer shall forward to Seller a copy of such bona fide offer together with all particulars relating thereto. In the event Seller determines to meet such bona fide offer within fifteen (15) days of receipt of such other offer from Buyer, Buyer’s cancellation of this Agreement shall be deemed ineffective and this Agreement shall continue in full force and effect, subject to the revised terms set forth in the third party bona fide offer accepted by the Seller.
Right of Last Refusal. If CPT offers to license a Derivative Work on terms less favorable than the terms for which the Program is licensed under this Agreement, TCCSL will be free to make and/or receive offers from third parties with respect to such Derivative Work (“Third Party Offer”); provided that before accepting a Third Party Offer, TCCSL must notify CPT in writing of the terms thereof (“Last Refusal Notice”) and allow CPT ten (10) business days after receipt of such Last Refusal Notice within which to match such Third Party Offer. If CPT materially matches such Third Party Offer within ten (10) business days of receipt of the Last Refusal Notice, CPT will be granted the Rights to such derivative work. If TCCSL has not received notice from CPT within ten (10) business days of CPT’s receipt of such Last Refusal Notice, then TCCSL will have the right to license such rights to such other third party on terms and conditions no more favorable to such other party than those notified to CPT in the Last Refusal Notice; provided, further, that if there is a change in any item set forth in the Last Refusal Notice, TCCSL will provide a revised Last Refusal Notice to CPT, and CPT will again have the option to acquire the rights to such derivative work in accordance with the foregoing procedure.
Right of Last Refusal. 13 Section 3.4 Legend on Securities...............................................14 Section 3.5
