Termination of the Right of First Refusal Sample Clauses

Termination of the Right of First Refusal. The right of first refusal granted under this Section 2 shall expire upon the first to occur of (and shall not be applicable to the events set forth in clauses (i) or (ii) of this Section 2(e)): (i) a Liquidation Event, (ii) the Initial Public Offering, and (iii) five years after the date of this Agreement. In addition, the right of first refusal set forth in this Section 2 shall terminate with respect to any Significant Holder who fails to purchase, in any transaction subject to this Section 2, all of such Significant Holder’s pro rata portion of the New Securities allocated to such Significant Holder pursuant to this Section 2 (and following any such termination, such Significant Holder shall no longer be deemed a “Significant Holder” for any purpose of this Section 2); provided, however, that the Company may waive (in its sole discretion) the termination provisions of this sentence with respect to any particular issuance or issuances of New Securities.
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Termination of the Right of First Refusal. The Right of First Refusal shall expire upon the first to occur of (and shall not be applicable to): (A) a Liquidation Event and (B) the Initial Public Offering.
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Termination of the Right of First Refusal. The ROFR shall expire, terminate and be of no further force and effect on the earliest of (i) the one year anniversary of the Expiration Date, (ii) the Expiration Date if the LEASE is terminated as a result of a Default by XXXXXX, (iii) the date LESSEE fails to timely deliver its election as prescribed in Paragraph 39.B above or (iv) the date LESSEE fails to enter into a lease agreement consistent with the terms and conditions set forth in the Proposed Lease after electing to do so. The Parties or their duly authorized representatives hereby execute this LEASE on the date written below by each Party’s signature. LESSOR: SOUTH FLORIDA WATER MANAGEMENT DISTRICT, BY ITS GOVERNING BOARD Witness: By: Name: As its: Witness Date of Execution STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of , 200_ by of the South Florida Water Management District, a public corporation of the State of Florida, on behalf of the corporation, who is personally known to me. Notary Public Print My Commission Expires: LESSEE: UNITED STATES SUGAR CORPORATION, a Delaware corporation Witness: By: Name: As its: Witness Date of Execution STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of , 200_ by , the of United States Sugar Corporation, a Delaware corporation, on behalf of the corporation who is personally known to me or has produced as identification. Notary Public Print My Commission Expires: LESSEE: SOUTHERN GARDENS XXXXXX CORPORATION, a Florida corporation Witness: By: Name: As its: Witness Date of Execution STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of , 200_ by , the of Southern Gardens Xxxxxx Corporation, a Florida corporation, on behalf of the corporation who is personally known to me or has produced as identification. Notary Public Print My Commission Expires: LIST OF SCHEDULES AND EXHIBITS EXHIBIT “A” Description of Premises
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Termination of the Right of First Refusal. CHP’s Right of First Refusal shall survive Closing and shall terminate upon the earlier of five (5) years following the Closing Date or immediately after the closing of the first sale of the Interest; provided, however, that a sale of one Hospital shall not cause a termination of CHP’s Right of First Refusal for the remainder of the Hospitals. CHP’s Right of First Refusal shall not apply if (i) all of HMA’s equity interests or substantially all of HMA’s assets are acquired, either directly or indirectly, by another Person, hospital or system; (ii) a Hospital subject to CHP’s rights under this Section 5.19 is being transferred as the result of expiration or termination of a Hospital Lease Agreement (or any agreement that replaced a Hospital Lease Agreement) applicable to such Hospital; (iii) Purchaser or HMA elect to enter into a joint venture in the Knoxville Service Area with respect to one or more of the Healthcare Facilities in which they retain control and ownership of at least fifty percent (50%) of the assets and equity interests in such Healthcare Facilities and Purchaser; or (iv) Purchaser sells ownership interests of up to forty nine percent (49%) in any one or more Hospitals to physicians. For the avoidance of doubt, a pledge of any of the assets of the Healthcare Facilities or Purchaser’s direct or indirect equity interests in the Healthcare Facilities as collateral shall not constitute a sale, conveyance or transfer for purposes of this Section 5.19.
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Termination of the Right of First Refusal. Purchaser’s Right of First Refusal shall survive Closing and shall terminate five (5) years following the Closing Date. HMA shall have the right to enforce the covenants set forth in this Section 5.20.
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Termination of the Right of First Refusal. The rights of the Investors under this Article III shall terminate pursuant to Section 5.1 hereof.
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Termination of the Right of First Refusal. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply to, and the Right of First Refusal shall terminate upon, the sale of any of the Corporation's securities to the public pursuant to the IPO or the automatic conversion of the Corporation's Series C Preferred Stock pursuant to the Corporation's Articles.
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Related to Termination of the Right of First Refusal

  • 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 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.

  • Termination of Right of First Offer Subject to the following provisions of this Section C, the rights of Tenant hereunder with respect to the Offering Space shall terminate on the earlier to occur of: (i) Tenant’s failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VII.

  • 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.

  • Exercise of Right of First Refusal At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

  • 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.

  • 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.

  • 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").

  • 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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