Exercise of Right of Refusal Sample Clauses

Exercise of Right of Refusal. If at the end of such 10-day period the aggregate Membership Interest specified in the Company Notice and the Election Notices is equal to or exceeds the Offered Interest, the Company shall be liable to purchase the portion of the Offered Interest specified in the Company Notice and each Class A Common Member which properly elects to purchase any of the Offered Interests (the "EXERCISING MEMBER") shall be jointly and severally liable to purchase the portion of the Offered Interest Properly Allocated (as defined below) to it, and the Transferring Member shall sell such Offered Interest on the terms set forth in the Notice, except if the consideration offered by the Proposed Transferee for the Offered Interest consists of property other than cash, then the Company and the Exercising Members shall pay for the Offered Interest in cash in an amount equal to the fair market value of such consideration determined in accordance with Section 7.3.1 above. The Offered Interests purchased by the Company pursuant to this Section 7.3 shall be deemed cancelled. For purposes of this Section 7.3.4, "PROPERLY ALLOCATED" means, with regard to allocation of Membership Interests among the Exercising Members, an allocation such that no Exercising Member's percentage of the Membership Interests being allocated, when divided by such Member's then Percentage Interest, shall be greater than a similar ratio for any other Exercising Member, except that of any Member which receives the maximum Membership Interest specified in its Election Notice.
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Exercise of Right of Refusal. Within five (5) Business Days following the receipt of the Transfer Notice (the “ROFR Exercise Period”), the ROFR Offeree shall deliver a written notice (the “ROFR Exercise Notice”) to the Offering Stockholder stating its election to either (i) exercise its right to purchase all or any portion of the Offered Stock on the terms and conditions, including the purchase price, set forth in the Transfer Notice, and specifying therein the number of shares of Offered Stock it elects to purchase, or (ii) decline to exercise its right to purchase all or any portion of the Offered Stock. For the avoidance of doubt, if the Company exercises its right to purchase a portion or all of the Offered Stock within the ROFR Exercise Period, it shall have priority to purchase the Offered Stock over Kakaopay or the Xxxxxx Stockholders, as applicable. The ROFR Offeree’s failure to deliver the ROFR Exercise Notice to the Offering Stockholder within the ROFR Exercise Period will be deemed as a refusal to exercise its right to purchase the Offered Stock pursuant to this Section 3.4.
Sample 1
Exercise of Right of Refusal. Within 90 days of receipt by the Holders of the certificate described in Paragraph 4 above, BHA, or its designee may exercise its Right of Refusal by giving the Partnership and the other Holders written notice of its election to do so, together with an xxxxxxx money deposit of $500 in readily available funds. If BHA fails to exercise, then HVT or its designee shall have a period of 5 business days following the expiration of such period to exercise its Right of Refusal in the same manner. If HVT fails to exercise, then VHCB or its designee shall have a period of 5 business days following the expiration of such period to exercise its Right of Refusal in the same manner. If any Holder exercises its Right of Refusal, then the remaining succeeding Rights of Refusal shall terminate. In addition to all other applicable conditions set forth in this Agreement, the Right of Refusal shall be effective only if the Holder is currently and remains at all times hereafter, until the Right of Refusal has been exercised and the resulting purchase and sale has been closed, a qualified nonprofit organization as defined in Section 42(h)(5)(C) of the Code, a tenant organization (in cooperative form or otherwise) or resident management corporation of the Development, or a municipal corporation or instrumentality of the State of Vermont. In addition, any assignment of the Right of Refusal permitted under this Agreement shall be effective only if the assignee is at the time of the assignment and remains at all times thereafter, until the Right of Refusal has been exercised and the resulting purchase and sale has been closed, a qualified nonprofit organization as defined in Section 42(h)(5)(C) of the Code, a tenant organization (in cooperative form or otherwise) or resident management corporation of the Development, or a municipal corporation or instrumentality of the State of Vermont. Following such an election, the Holder making such election will use its best efforts to obtain binding commitments for debt and equity financing in an aggregate amount equal to the purchase price. If, despite its best efforts, such Xxxxxx is unable to provide the Partnership with satisfactory written evidence of such commitments within ninety (90) days following such election, either the Partnership or the Holder may elect, by written notice to the other, to terminate that Xxxxxx's purchase rights and obligations, in which case the xxxxxxx money deposit will be refunded to the Holder. If the purcha...
Sample 1

Related to Exercise of Right of Refusal

  • Exercise of Right No failure or delay on the part of either Party in exercising any right, power, or privilege hereunder, and no course of dealing between the Parties, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

  • 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.

  • Exercise of Right of First Offer (i) Upon receipt of the Offering Notice, the Sponsor shall have until the end of the ROFO Notice Period to offer to purchase any or all of the New Equity Securities by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the Sponsor.

  • Exercise of Rights No failure or delay on the part of any party to exercise any right, power or privilege under this Agreement and no course of dealing between the Seller and the Purchaser shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Except as set forth in Section 6(h) of this Agreement, the rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which any party would otherwise have pursuant to law or equity. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances, or constitute a waiver of the right of either party to any other or further action in any circumstances without notice or demand.

  • Right of Refusal Does the proposing vendor wish to reserve the right not to perform under the awarded agreement with a TIPS member at vendor's discretion? Yes

  • 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:

  • 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").

  • Non-Exercise of Right In the event the Exercise Notice is not given to Owner within forty-five (45) days following the date of the Corporation's receipt of the Disposition Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's Repurchase Right under Article 5 and the Corporation's First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 and (ii) the market stand-off provisions of paragraph 4.4. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the Corporation's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7.

  • Exercise of Rights; Separation of Rights (a) Subject to Sections 3.1, 5.1 and 5.10 and subject to adjustment as herein set forth, each Right will entitle the holder thereof, after the Separation Time and prior to the Expiration Time, to purchase, for the Exercise Price, one one-hundredth of a share of Preferred Stock.

  • Exercise of Rights; Expiration Date of Rights (a) Subject to Section 7(e) and except as otherwise provided herein (including Section 11), each Right shall entitle the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Price, at any time after the Distribution Date and at or prior to the earlier of (i) the Close of Business on the 10th anniversary of the date of this Rights Agreement (the Close of Business on such date being the "Expiration Date") or (ii) the Redemption Date, one one-hundredth (1/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.

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