Exceptions to Right of First Refusal Sample Clauses

Exceptions to Right of First Refusal shall not apply to the following:

Exceptions to Right of First Refusal. (i) During the Initial Term of this Agreement: (1) The following projects are exempt from Distributor’s ROFR (each, an “Exception to Distributor ROFR”): a. any project for which Distributor is ineligible to participate due to applicable law or applicable procurement rules (e.g. RFP rules) for such Project; b. any project with an existing Company customer headquartered outside of the Republic of Korea requesting a commercial & industrial application; c. D&D Project pursuant to Second Distributions Agreement; and d. any project which is not a stationary utility-scale or commercial & industrial fuel cell generation project in the Territory. (2) The following projects are exempt from Company’s ROFR (each, an “Exception to Company ROFR”): a. the SKIPC Hydrogen Fuel Cell project with Doosan for phosphoric acid fuel cells under development as of the Effective Date. (ii) Prior to the commencement of any Renewal Term, the Parties shall mutually agree in writing regarding the Exceptions to Distributor ROFR and Exceptions to Company ROFR to be applicable during such Renewal Term. (iii) During the Term, the Parties can mutually agree to add, delete, or modify the Exceptions to Distributor ROFR and Exceptions to Company ROFR.

Exceptions to Right of First Refusal. The provisions of this Section 20 shall not apply if the proposed transferee of the Offered Securities is (A) a partner, active or retired, of a Holder of Registrable Securities, (B) if the Holder is a corporation, to its stockholders, (C) if the Holder is a limited liability company, to its members, (D) the estate of any Holder of Registrable Securities, (E) the spouse, children, grandchildren or spouse of such children or grandchildren of any Holder or a trust or trusts for the benefit of any Holder or such persons, or (F) any fund or entity affiliated with a Holder including any successor funds or follow-on funds related thereto, upon the request of the appropriate partner or officer of such Holder; provided that the transferee agrees to be subject to the terms of the Right of First Refusal set forth in this Section 20.

Exceptions to Right of First Refusal. Notwithstanding the provisions of this Agreement, Contributor's Right of First Refusal shall not apply to any Offered Property acquired by a third party in a condemnation proceeding or a conveyance in lieu of condemnation or a conveyance or contribution of the Option Properties to an entity in which the Partnership has a majority interest or controls the Partnership.

Exceptions to Right of First Refusal. Section 15.3 shall not apply to the following, provided that the transferring Shareholder or Royalty Holder is not in default under any material provision of this Agreement or a Default Loan, and that neither such Shareholder or Royalty Holder nor its transferee shall be in such default immediately after the Transfer: (a) A Transfer by a Shareholder of all or any part of its interest in its Ownership Interest and/or outstanding loans to the Company or by the Royalty Holder of the Net Smelter Returns Royalty to an Affiliate, provided the transferring Shareholder or Royalty Holder shall not be released from its obligations and that if the Affiliate to which an Ownership Interest and/or outstanding loans to the Company or Net Smelter Returns Royalty has been transferred ceases to be an Affiliate of the transferring Shareholder or Royalty Holder, it shall be deemed to have offered to sell its Ownership Interest and/or outstanding loans to the Company or Net Smelter Returns Royalty as the case may be to the non-Transferring Shareholder for a purchase price then agreed between the transferring Shareholder and the non-transferring Shareholder or Royalty Holder, as the case may be, or failing agreement at the fair market value thereof determined by arbitration pursuant to 20.2, and the provisions of Section 15.3 shall apply once the price has been so determined either by agreement or arbitration; (b) An incorporation, merger, consolidation, amalgamation, corporate reorganization, or liquidation of a Shareholder or the Royalty Holder, provided that the surviving entity shall own, immediately after such Transfer, substantially all of the assets and obligations of that Shareholder or the Royalty Holder, provided further that any such Transfer will not result in or occur as part of a change in Control of the transferring Shareholder or Royalty Holder; (c) The grant by a Shareholder or the Royalty Holder of a security interest in its Ownership Interest or the Net Smelter Returns Royalty as the case may be by mortgage, deed of trust, pledge, lien or other encumbrance to finance payment or performance of its obligations under this Agreement; (d) A sale or other commitment or disposition of Products or proceeds from sale of Products by a Shareholder upon distribution of such Products to it; or (e) Transfer of any indirect interest in the Ownership Interest or Net Smelter Returns Royalty which is effected by means of the Transfer of an ownership interest in the Shareholder...

Exceptions to Right of First Refusal. Paragraph 1.1 above shall not apply to the following: (a) Transfer by CB of all or any part of its Participating Interest to an Affiliate; (b) Corporate merger or amalgamation involving CB by which the surviving entity or amalgamated company shall possess all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of CB; or (c) the transfer of Control of CB by an Affiliate of CB to another Affiliate of CB;

Exceptions to Right of First Refusal shall not apply to:

Exceptions to Right of First Refusal. The provisions of this Article V ------------------------------------ shall not apply to sales of up to an aggregate of five percent (5%) of the total Common Stock Equivalents owned by each of Xx. Xxxxx Xxxx and Xx. Xxx Xxxx on the date hereof during each of the first three calendar years measured from the date of this Agreement. The provisions of this Article V shall not apply to Xx. Xxx Xxxx twelve months from the date on which he is neither an officer nor a director of the Company.

Exceptions to Right of First Refusal. The Right of First Refusal shall not apply to (i) Permitted Transfers made in compliance with this Agreement, (ii) Transfers pursuant to Sections 4, 5 or 6 of this Agreement, or (iii) any registered Public Offering in which such Offer Securities are included, or pursuant to Rule 144.

Exceptions to Right of First Refusal. (i) During the Initial Term of this Agreement: (1) The following projects are exempt from Distributor’s ROFR (each, an “Exception to Distributor ROFR”): a. […***…]; b. […***…]; c. […***…]; and d. […***…]. (2) The following projects are exempt from Company’s ROFR (each, an “Exception to Company ROFR”): a. […***…]. (ii) […***…]. (iii) […***…].