Buyer’s Right of First Refusal Sample Clauses

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. (b) If Buyer accepts the Seller's offer within such ten (10) day period, then the parties shall proceed to negotiate, in good faith, substantive documents and agreements pursuant to which such transaction shall be consummated, provided, however, that such transaction shall be consummated within thirty (30) days of the acceptance thereof by Buyer. (c) For the purposes hereof, a "Seller Designated Transaction" shall mean the sale, license or other disposition of all or any material portion of Seller's nickel electrode or nickel hydrogen business, wherever located.
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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.
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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:
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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.
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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.
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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. (b) If a Shareholder desires to sell all or any part of his Option Shares to any third party other than a Shareholder, Buyer shall have a right of first refusal with respect to such Shares as follows: (i) The Shareholder (the "Seller") desiring to sell all or part of his Option Shares (the "Offered Shares") shall give notice thereof to Buyer as provided in Section 7.6 hereof. Such notice shall be accompanied by a certified copy of the proposed contract of sale, setting forth in detail all terms and conditions of the transaction and identifying the purchaser of the offered Shares. (ii) If Buyer desires to exercise the right of first refusal granted by this Section 2.4 with respect to the Offered Shares, Buyer shall give notice to the Seller as provided in Section 7.6 hereof and to all other Shareholders within 30 days from the receipt of the notice from the Seller. (iii) The right of first refusal may be exercised by Buyer only with respect to all of the Offered Shares. (iv) Within 60 days after the expiration of the notice period set forth in paragraph (b) (ii) above, Buyer and the Seller shall notarize the sale of the Offered Shares on the terms and conditions as set forth in the notice for sale of the Seller inaccordance with paragraph (b)(i) above, except that the price to be paid by Buyer for the Offered Shares shall be the lower of (v) If Buyer does not exercise the right of first refusal with respect to the Offered Shares, the Seller shall be free within 30 days after the expiration of the notice period set forth in paragraph (b)(ii) above, to notarize the sale on the terms and conditions and to the purchaser, set forth in the notice for sale given in accordance with paragraph (b)(i) above.
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Buyer’s Right of First Refusal. Before any shares of Seller (the “Seller Shares”) held by a shareholder of the Seller (a “Selling Shareholder”) or any immediate family transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (excluding transfers by gift or operation of law to a Shareholder’s immediate family member), Buyer or its permitted assignee(s) shall have a right of first refusal to purchase the Seller Shares on the terms and conditions set forth in this Section 2.6 (the “Right of First Refusal”).
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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: (a) for energy and/or capacity sales for one hour up to and including one week - Seller shall notify Buyer of such request, by 9:00 a.m. two business days prior to the start of the energy and/or capacity sale and Buyer shall respond no later than four hours from such request; (b) for energy and/or capacity sales for more than one week up to and including one month - Seller shall notify Buyer of such request, by 9:00 a.m. three business days prior to the start of the energy and/or capacity sale and Buyer shall respond no later than one business day from such request; (c) for energy and/or capacity sales for more than one month up to and including twelve months - Seller shall notify Buyer of such request, by 9:00 a.m. five business days prior to the start of the energy and/or capacity sale and Buyer sh...
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Buyer’s Right of First Refusal 
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Related to Buyer’s Right of First Refusal

  • Right of First Refusal (a) The Shares acquired pursuant to the exercise of this Option may be sold by the Optionee only in compliance with the provisions of this Section 7, and subject in all cases to compliance with the provisions of Section 6(b) hereof. Prior to any intended sale, Optionee shall first give written notice (the “Offer Notice”) to the Company specifying (i) his or her bona fide intention to sell or otherwise transfer such Shares, (ii) the name and address of the proposed purchaser(s), (iii) the number of Shares the Optionee proposes to sell (the “Offered Shares”), (iv) the price for which he or she proposes to sell the Offered Shares, and (v) all other material terms and conditions of the proposed sale. (b) Within thirty (30) days after receipt of the Offer Notice, the Company or its nominee(s) may elect to purchase all or any portion of the Offered Shares at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (the “Acceptance Notice”) to the Optionee specifying the number of Offered Shares that the Company or its nominees elect to purchase. Within fifteen (15) days after delivery of the Acceptance Notice to the Optionee, the Company and/or its nominee(s) shall deliver to the Optionee payment of the amount of the purchase price of the Offered Shares to be purchased pursuant to this Section 7, against delivery by the Optionee of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. Payment shall be made on the same terms as set forth in the Offer Notice or, at the election of the Company or its nominees(s), by check or wire transfer of funds. If the Company and/or its nominee(s) do not elect to purchase all of the Offered Shares, the Optionee shall be entitled to sell the balance of the Offered Shares to the purchaser(s) named in the Offer Notice at the price specified in the Offer Notice or at a higher price and on the terms and conditions set forth in the Offer Notice; provided, however, that such sale or other transfer must be consummated within sixty (60) days from the date of the Offer Notice and any proposed sale after such sixty (60) day period may be made only by again complying with the procedures set forth in this Section 7. (c) The Optionee may transfer all or any portion of the Shares to a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such transfer being subject to the right of first refusal set forth in this Section 7, provided that the Shares so transferred shall remain subject to the terms and conditions of this Option Agreement and no further transfer of such Shares may be made without complying with the provisions of this Section 7. (d) Any Successor of Optionee pursuant to Section 5 hereof, and any transferee of the Shares pursuant to this Section 7, shall hold the Shares subject to the terms and conditions of this Option Agreement and no further transfer of the Shares may be made without complying with the provisions of this Section 7. (e) The rights provided the Company and its nominee(s) under this Section 7 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

  • Company’s Right of First Refusal Before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 5 (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.

  • 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. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

  • Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.

  • Right of First Offer Provided that no Event of Default has occurred under the Lease, Landlord hereby grants Tenant a right (“First Right”) to lease, during the initial Extended Term each of (i) approximately 23,455 rentable square feet of office space known as Suite No. 100, and/or (ii) approximately 18,351 rentable square feet of office space known as Suite No. 150 in the building located at 0000 Xxxxxxx Xxxx Drive, San Diego, California and shown on Exhibit A hereto (each, “First Right Space”) in accordance with and subject to the provisions of this Section; provided that this First Right shall cease to be effective during the final 12 months of the Extended Term unless and until Tenant exercises its extension option set forth in Section VIII.C above (or is then negotiating alternate terms for the extension of the Lease). Except as otherwise provided below, prior to leasing each First Right Space, or any portion thereof, to any other party during the period that this First Right is in effect and after determining that the existing tenant in the applicable First Right Space will not extend or renew the term of its lease, Landlord shall give Tenant written notice of the basic economic terms including but not limited to the Basic Rent, term, operating expense base, security deposit, and tenant improvement allowance (collectively, the “Economic Terms”), upon which Landlord is willing to lease such particular First Right Space to Tenant or to a third party; provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the tenant’s benefit. Further, if the First Right is exercised by Tenant during the first eighteen (18) months of the Extended Term, Tenant shall not be required to provide any security deposit if (i) Tenant is not then otherwise required to provide any security deposit with respect to the then current Premises, and (ii) Tenant’s net worth at the time the First Right is exercised is not less than 90% of its net worth as of the date hereof. If Tenant exercises any First Right during the initial 18 months of the Extended Term, the term for the applicable First Right Space shall be for a term equal to the then unexpired portion of the Term of the Lease and the Economic Terms shall be upon the same economic terms as the original Premises leased hereunder (including without limitation, the applicable Monthly Rate per square foot as set forth in Section II above). If Landlord intends to lease other office space in addition to the First Right Space as part of a single transaction, then Landlord’s notice shall so provide and all such space shall collectively be subject to the provisions of this Section VIII.D. Within 5 business days after receipt of Landlord’s notice, Tenant must give Landlord written notice pursuant to which Tenant shall elect to (i) lease all, but not less than all, of the space specified in Landlord’s notice (the “Designated Space”) upon such Economic Terms and the same non-Economic Terms as set forth in this Lease; (ii) refuse to lease the Designated Space, specifying that such refusal is not based upon the Economic Terms, but upon Tenant’s lack of need for the Designated Space, in which event Landlord may lease the Designated Space upon any terms it deems appropriate; or (iii) refuse to lease the Designated Space, specifying that such refusal is based upon said Economic Terms, in which event Tenant shall also specify revised Economic Terms upon which Tenant shall be willing to lease the Designated Space. In the event that Tenant does not so respond in writing to Landlord’s notice within said period, Tenant shall be deemed to have elected clause (ii) above. In the event Tenant gives Landlord notice pursuant to clause (iii) above, Landlord may elect to either (x) lease the Designated Space to Tenant upon such revised Economic Terms and the same other non-Economic Terms as set forth in this Lease, or (y) lease the Designated Space to any third party upon Economic Terms which are not materially more favorable to such party than those Economic Terms proposed by Tenant. Should Landlord so elect to lease the Designated Space to Tenant (or if Tenant exercises its right under Section VIII.D(i) above), then Landlord shall promptly prepare and deliver to Tenant an amendment to this Lease consistent with the foregoing, and Tenant shall execute and return same to Landlord within 10 days. If either Tenant or Landlord fails to timely deliver such amendment the other party may specifically enforce their respective rights hereunder, and/or to pursue any other available legal remedy. Notwithstanding the foregoing, it is understood that Tenant’s First Right shall be subject to those certain extension or expansion rights previously granted by Landlord to any third party tenant in the Building, and Landlord shall in no event be obligated to initiate this First Right prior to leasing any portion of the First Right Space to the then-current occupant thereof. Tenant’s rights under this Section shall be personal to the original Tenant named in this Lease and may not be assigned or transferred (except in connection with a Permitted Transfer of this Lease as described in Section 9.4 of the Lease). Any other attempted assignment or transfer shall be void and of no force or effect. Tenant’s election not to lease any Designated Space relating to one First Right Space shall not waive, limit, alter, or impair Tenant’s First Right with respect to the other First Right Space.

  • 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 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.

  • 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.

  • Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

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