E Right of Company To
E Right of Company To Sample Clauses
Related to E Right of Company To
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.
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”).
RIGHT OF FLIGHT Authority reserves, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the real property owned by Authority, including the Premises, together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used, for navigation of or flight in said airspace, and for the use of said airspace for landing on, taking off from or operating on Airport. Company expressly agrees for itself, its successors and assigns, to restrict the height of structures, objects of natural growth and other obstructions on the Premises to such a height so as to comply with Federal Aviation Regulations, Part 77 and Authority zoning. Company further expressly agrees for itself, its successors and assigns, to prevent any use of the Premises or Common Use Areas that would interfere with or adversely affect the operation or maintenance of Airport, or otherwise constitute an Airport hazard.
Right of Refusal The proposing vendor has the right not to sell under the awarded agreement with a TIPS member at vendor's discretion unless required by law.
Right of Co-Sale To the extent the Investors do not exercise their respective Rights of First Refusal (the “Co-Sale Right Holders”) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Notice.
Right of First Negotiation 2.3.1 If Company seeks to grant a sublicense (an “Out-License”) to a Third Party for development and/or commercialization of AMG 842 (or, to the extent Company has de-prioritized AMG 842, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the “Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. 2.3.2 If Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 842 (or, to the extent Company has de-prioritized AMG 842, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the Out-License and/or Sale Transaction. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.3.3 Upon the completion of an Initial Public Offering (as defined in the investor rights agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate.
Right of Refusal Vendor has the right not to sell to a TIPS Member under the awarded agreement at Vendor’s discretion unless otherwise required by law.
First Right of Refusal If any Partner shall enter into an agreement to sell their ownership interest in the Partnership with an individual or entity that is not a current Partner, the following parties must be given a first right of refusal before such a transaction can take place:
General Partner Right of First Refusal The transferring Partner shall give written notice of the proposed transfer to the General Partner, which notice shall state (i) the identity of the proposed transferee, and (ii) the amount and type of consideration proposed to be received for the transferred Partnership Units. The General Partner shall have ten (10) days upon which to give the transferring Partner notice of its election to acquire the Partnership Units on the proposed terms. If it so elects, it shall purchase the Partnership Units on such terms within ten (10) days after giving notice of such election. If it does not so elect, the transferring Partner may transfer such Partnership Units to a third party, on economic terms no more favorable to the transferee than the proposed terms, subject to the other conditions of this Section 11.3.
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.
