Preferential Rights. Except as set forth in Schedule 4.10, there are no preferential rights to purchase that are applicable to the transfer of the Assets in connection with the transactions contemplated hereby.
Preferential Rights. Seller will use all reasonable efforts, consistent with industry practices in transactions of this type, to identify, with respect to all Properties, the names and current addresses of parties holding Preferential Rights that are identified on Exhibit 4.1(g). Within five (5) days of the execution of this Agreement, Seller will request, from the parties so identified (and in accordance with the documents creating such rights), waivers of Preferential Rights. Seller shall provide Buyer with copies of such requests and of all responses and other correspondence related thereto. If a party from whom a waiver of a Preferential Right is requested exercises such Preferential Right, Seller will tender to such party the required interest in the Property (at a price equal to the Allocated Amount, reduced appropriately, if less than the entire Property must be tendered), and the interest in such Property will be excluded from the transaction contemplated hereby and the unadjusted Purchase Price will be adjusted downward by the amount actually paid to Seller by the party exercising such right. If, at Closing, a party from whom a waiver of a Preferential Right is requested has not provided such waiver, and the period of time to exercise such Preferential Right has not expired, such Preferential Right shall not constitute a Defect, and Seller shall convey the affected Property subject to such Preferential Right. Upon the exercise of any Preferential Rights after the Closing with respect to any Property conveyed to Buyer, Buyer shall tender the required interest in such Property affected by such unwaived Preferential Right, at the Allocated Amount for such affected Property (or portion thereof) to the holder, or holders, of such right. In return for tendering the Property to such holder(s), Buyer shall collect and retain such amount from such purchaser. At Closing Seller will assign to Buyer the Properties, including any Properties that are subject to an unexercised Preferential Right, subject to such right to purchase.
Preferential Rights. 1. If any Preferential Right affecting any portion of the Assets is exercised and consummated prior to the Closing Date, that portion of the Assets affected by such Preferential Right shall be deemed to be Excluded Assets and the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets without the requirement for Buyer or Seller to give notice (with such adjustment being an “Exclusion Adjustment”).
Preferential Rights. Except as set forth on Schedule 4.31, no Person has a preferential right to purchase any of the assets owned by or equity interests of the Company or its Subsidiaries as a result of the consummation of the transactions contemplated by this Agreement.
Preferential Rights. Except as set forth on Schedule 6.10, there are no preferential rights to purchase that are applicable to the transaction contemplated hereby (each, a “Preferential Right”).
Preferential Rights. (a) Except as permitted by Section 5.2, the Sponsor Entities shall be prohibited from investing in, constructing, or acquiring an interest in any Domestic Cokemaking Asset.
Preferential Rights. SM Energy shall, within 10 days after the Execution Date, send to each holder of a Preferential Right a notice requesting the election or waiver by each such holder of its applicable Preferential Right, in each case in compliance with the contractual provisions applicable to such Preferential Right, requesting a waiver of such right. Any Preferential Right must be exercised subject to all terms and conditions set forth in this Agreement, including the successful closing of this Agreement pursuant to Article XI. The consideration payable under this Agreement for any particular Asset for purposes of Preferential Right notices shall be the Allocated Value of such Asset.
Preferential Rights. There are no preferential rights to purchase, rights of first refusal or similar rights that are applicable to the transfer of the Contributed Interests of such Contributor in connection with the transactions contemplated hereby, which have not been waived by the Person holding such rights.
Preferential Rights. Seller has not granted to any third party a preferential right to purchase any Asset.
Preferential Rights. Seller has not granted any options or rights of first refusal or rights of first offer to third parties to purchase or otherwise acquire an interest in the Property.
