Buyer’s Right of First Refusal. (a) For a period of ten (10) years after the Closing, if Seller desires to consummate a Seller Designated Transaction with a third party who is not an Affiliate of Seller (a “Bona Fide Offeror”) in response to a bona fide offer from such Bona Fide Offeror, the Seller shall first offer to consummate such Seller Designated Transaction with Buyer on the same terms and conditions as Seller proposes to consummate such Seller Designated Transaction with such Bona Fide Offeror. Buyer shall have ten (10) days from the date of receipt of the offer within which to accept such offer, during which period such Buyer shall have reasonable access to the Seller’s books and records relating to the subject of the Seller Designated Transaction. If the Buyer does not accept such offer within such ten (10) day period, then Seller may, within thirty (30) days following the expiration of such ten (10) day period, consummate such Seller Designated Transaction with such Bona Fide Offeror provided, however, that such Seller Designated Transaction is consummated upon terms and conditions which are identical to or less favorable than those offered to the Buyer. If Seller fails to consummate such Seller Designated Transaction within such thirty (30) day period, then the Seller shall not consummate such Seller Designated Transaction without again complying with the right of first refusal contained herein.
Buyer’s Right of First Refusal. From and after the date hereof and until all of the Company’s obligations hereunder and the Note are paid and performed in full and the Warrant is exercised in full, the Company shall not enter into any equity line of credit or financing arrangement or other transaction that involves issuing Company securities that are convertible into Common Stock (including without limitation selling convertible debt, warrants or convertible preferred stock), or otherwise issue Common Stock (whatever the conversion, exercise or other mechanics or reset provisions or fixed price), without first offering the Buyer a right of first refusal with respect to the same pursuant to subsection (c) and Section 14 below.
Buyer’s Right of First Refusal. (a) No Shareholder shall sell, pledge or otherwise transfer, encumber or dispose of any of his interest in the share capital of the Company except as expressly permitted by this Agreement.
Buyer’s Right of First Refusal. (a) If at any time a Seller desires to sell all or any Shares pursuant to a Shelf Registration Statement or otherwise, such Seller shall submit a written offer (the "Offer") to sell such Shares (the "Offered Shares") to the Buyer at the Right of Refusal Oxford Trading Price. The Offer shall disclose the number of Shares proposed to be sold and the total number of Shares owned by such Seller. The Offer shall further state that the Buyer may acquire, in accordance with this Section 4(a), each Offered Share for the Right of Refusal Oxford Trading Price. Sellers shall only be permitted to make an Offer in respect of Shares proposed to be sold pursuant to a Shelf Registration Statement during a Resale Window.
Buyer’s Right of First Refusal. If Seller determines not to exercise its rights to put energy and capacity to Buyer, Seller may sell any energy or capacity associated with the Interval Quantity or the contract quantity of electricity set forth in Attachment A to third parties, provided Seller has first offered to sell energy and capacity to Buyer at the Proxy Market Price or Market Price, whichever is applicable, and the Market Capacity Price, if applicable, and Buyer has declined the opportunity to purchase such energy and capacity. With respect each possible sale, Seller shall provide Buyer with notice of Seller's intention to sell energy and/or capacity to one or more third parties. Such notice shall specify the quantity of energy and/or capacity and the delivery point on Buyer's transmission or distribution system, if applicable. Such notice shall be given as far in advance of the time of the anticipated sale as is reasonable in the circumstances. After receiving Seller's notice, Buyer shall advise Seller as promptly as is reasonable in the circumstances whether Buyer wishes to purchase such energy and capacity. Seller and Buyer acknowledge that their views of what notice is "reasonable in the circumstances" may change from time to time. Also, notification for sale of energy and/or capacity to a third party shall be completed within the FERC approved notification period for market participants to submit day-ahead bids to the New York Independent System Operator. Accordingly, each agrees to discuss and make reasonable revisions to notice periods whenever requested by the other. Until the parties agree otherwise, the following notice periods shall apply to sales of the indicated durations:
Buyer’s Right of First Refusal. To the extent that the Shareholder or any of its affiliates during the five (5) years following the Closing shall enter into a Governmental Contract in an area where the Buyers conduct restaurant and food services business, it will give to the Buyers the right of first refusal to engage in such part of the Governmental Contract as a subcontractor for the services that are in the restaurant and food service part of the Business. Such right must be offered and accepted within a commercially reasonable timeframe given the circumstances of the individual Governmental Contract.
Buyer’s Right of First Refusal. The Company hereby grants to each Buyer the right of first refusal to purchase, pro rata, all or any part of New Securities, as defined below, which the Company may, from time to time, propose to offer, sell and issue. A Buyer's pro rata share, for purposes of this right of first refusal, is equal to such Buyer's percentage interest in the aggregate number of shares of common stock of the Company then outstanding (assuming, for purposes of such percentage interest, complete conversion of all outstanding convertible securities and complete exercise of any and all outstanding options and warrants of the Company). This right of first refusal shall be subject to the following provisions:
Buyer’s Right of First Refusal. (a) If at any time post Closing Seller desires to distribute or otherwise transfer in a market transaction or otherwise (with the exception of any such distribution or transfer covered under Section 7.4(a)) all or any number of the shares of Buyer Common Stock comprising the Purchase Price, then Seller must first serve notice (hereinafter an “Offer to Sell”) to that effect upon the Buyer stating the number of shares of Buyer Common Stock desired to be distributed or otherwise transferred and offering to sell those shares to the Buyer at the five-day average trading price of the Buyer’s common stock on the Trading Market through which it is then listed, by giving notice of acceptance (and specifying the number of shares to be purchased by the Buyer) to the Seller within two business days after the Buyer’s receipt of the Offer to Sell (hereinafter the “Two Business Day Option Period”). If the Buyer fails or refuses to purchase all of the shares offered for sale by the Seller in the Offer to Sell, then following expiration of the applicable Two Business Day Option Period, the Seller is free to distribute or otherwise transfer either any share(s) offered in the Offer to Sell and not accepted for purchase by the Buyer pursuant to foregoing procedures; or, at the Seller’s option, all shares offered pursuant to the Offer to Sell, to any Person in any manner and upon any terms and conditions; provided, however, any such distribution or transfer must take place within ninety days following expiration of the Two Business Day Option Period, failing which the Seller must again comply with all of the provisions and procedures specified in this Section.
Buyer’s Right of First Refusal. Seller shall require that each Competing Offeror submit its executed written firm and final term sheet to the Seller’s board of directors on or before the end of the Solicitation Period. The board of directors of Seller shall review each final term sheet for each Competing Offer and determine, in its business judgment, which of such Competing Offers provides the highest all cash purchase price above and beyond this Agreement (such a Competing Offer, if any, that is determined to be superior to this Agreement, the “Superior Competing Offer”). In the event the board of directors of Seller determines that there is a Superior Competing Offer, Seller shall prepare and send a written notice (the “Competing Offer Notice”) to Buyer no later than 5:00 p.m. Pacific Time on 5:00 p.m. Pacific Time on May 22, 2009 clearly indicating that such a term sheet has been entered into and attaching as an exhibit thereto a complete executed copy of such term sheet. In the event the board of directors of Seller determines that there is not a Superior Competing Offer, Seller and the Seller Representatives shall immediately terminate any Alternate Solicitation Activities or Alternate Discussions, shall not engage, directly or indirectly, in any further Alternate Solicitation Activities or Alternate Discussions, and shall completely cease to pursue any Competing Offers, and Seller and Buyer shall work in good faith to consummate the transactions contemplated by this Agreement.
Buyer’s Right of First Refusal. If Seller or any of its principals at any time determine to sell all or a controlling interest in Seller’s business, facilities, and/or equipment and other assets (other than in the ordinary course of business) Buyer or its assignee shall have a right of first refusal to purchase such interest in Seller under the terms and conditions set forth in this section 21.
