Exercise of Rights of First Refusal Sample Clauses

Exercise of Rights of First Refusal. In the event that the Seller has the right to exercise any right of first refusal relating to the Packaged Gas Business that is not included in the Purchased Assets, and the Seller has determined that it does not wish to exercise such right, the Seller shall consult with the applicable Purchaser. If such Purchaser shall so request, the Seller shall use reasonable commercial efforts to cooperate with such Purchaser to exercise such right for the benefit of such Purchaser.
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Exercise of Rights of First Refusal. The Stockholder hereby agrees that if Robexx X. Xxxxxx xx John X. Xxxxxxx xxxes a written offer to sell any shares of C.R. Xxxxxx Xxxmon to the New Stockholders (as such term is defined in the Stockholders Agreement dated as of November 29, 1988 (the "Stockholders Agreement") between C.R. Xxxxxx xxx the stockholders who are signatories thereto) under Section 2(a) of the Stockholders Agreement and if any New Stockholders exercise their rights to purchase shares under Section 2 of the Stockholders Agreement, the Stockholder shall elect to accept such offer and exercise the Stockholder's rights under such Section 2 to the fullest extent permitted by the Stockholders Agreement, but in no event shall the Stockholder accept such offer for less than all of its Allocation (as defined in the Stockholders Agreement). Stockholder further agrees to pay for such shares pursuant to the Stockholders Agreement and shall not agree to any amendment, waiver or modification of the terms of the Stockholders Agreement (other than pursuant to the terms of an Agreement dated the date hereof among Bradford Venture Partners, L.P., Overseas Private Investor Partners, Robexx X. Xxxxxx xxx John X. Xxxxxxx) xxthout Parent's prior written consent. Any shares of C.R. Xxxxxx 5 Common acquired by the Stockholder pursuant to Section 2 of the Stockholders Agreement shall thereafter for purposes of this Agreement be deemed to be "Shares" subject to this Agreement.
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Exercise of Rights of First Refusal. Immediately upon notification to Borrower from the City of Kerrville, and/or the County of Kxxx (hereinafter jointly referred to as the "Lessor") that Lessor intends to lease to a third party any part of the acreage located at the Lxxxx Xxxxxxxxx Field, Kerrville, Kxxx County, Texas, subject to the right of first refusal in favor of Borrower, Borrower agrees to provide a copy of such notification to the Lender. Borrower will proceed to exercise its right of first refusal unless it obtains the prior written consent of Lender to release Borrower's interest in which it holds a right of first refusal.
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Exercise of Rights of First Refusal. Upon receipt of the notification of the intent to transfer shares pursuant to Sec. 2, the Company, through the chairman of its Supervisory Board, shall immediately notify all other Shareholders of the contents of the said notification and the offer contained therein and shall forward such offer to the other Shareholders in accordance with Sec. 3. The chairman of the Supervisory Board shall notify the other Shareholders of such offer by way of registered mail.
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Exercise of Rights of First Refusal. In the event any Third Party validly elects to exercise any Right of First Refusal, the Purchasers shall cause the Partnership to complete the sale of the affected Rights of First Refusal Assets to such Third Party in accordance with the terms of the exercise of such Right of First Refusal by such Third Party. [***]
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Exercise of Rights of First Refusal. Sellers shall use commercially reasonable efforts to obtain the Hospital Waivers (as hereinafter defined) and the Hospital Consents (as hereinafter defined). In the event any Ground Lessor elects to exercise a right of first refusal to purchase or acquire interests in any portion of the Property, Sellers shall promptly notify Buyer of such election and provide copies of any correspondence evidencing such election. In the event two (2) or more Ground Lessors elect to exercise such rights under the applicable Ground Leases, Buyer, in its sole discretion, may terminate this Agreement by delivering written notice thereof to Sellers not later than the earlier of (i) the Closing Date, and (ii) ten (10) Business Days following Buyer’s receipt of written notice from Sellers that two (2) or more Ground Lessors have made such election (or, if subsequent to such notice, additional Ground Lessor(s) make such election, not later than the earlier of (i) the Closing Date, and (ii) ten (10) Business Days following receipt of written notice from Sellers that such additional elections have been made). In the event of such termination of this Agreement, the Deposit (and any interest accrued thereon) shall be disbursed in accordance with Section 5.2 and upon such disbursement neither party shall have any continuing obligations hereunder, other than the provisions of this Agreement that are expressly stated to survive the termination hereof. In the event only one (1) Ground Lessor elects to exercise such rights, or in the event two (2) or more Ground Lessors exercise such rights and Buyer does not timely terminate this Agreement as provided in this Section 1.7, Buyer and the Sellers shall proceed to Closing in accordance with this Agreement; provided, however, that, at Closing, the Sellers shall not convey, to Buyer, and Buyer shall not purchase from Sellers, the portion of the Property to be acquired by the electing Ground Lessor(s), and the Purchase Price (and the Loan Assumption Amount) shall be reduced by the allocated portion attributable to the portion of the Property to be acquired by the electing Ground Lessor(s).
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Exercise of Rights of First Refusal. If a Non-Transferring Owner elects to exercise its Right of First Refusal, it must do so in writing delivered to the Transferring Owner within the Third-Party Offer Period, and the Purchasing Owner(s) and the Transferring Owner shall consummate the transfer of the Transferring Interest as promptly as practicable thereafter in accordance with the terms and conditions of the Third-Party Offer, except as provided in Sections 16.02(a)(ii), 16.02(a)(iii) and 16.02(a)(iv).
Sample 1
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Related to Exercise of Rights of First Refusal

  • 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.

  • Transfer of Rights of First Refusal The rights of first refusal of each Major Investor under this Section 4 may be transferred to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 2.10.

  • 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").

  • Termination of Right of First Refusal The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

  • Waiver of Right of First Refusal The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.

  • 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.

  • Termination and Waiver of Rights of First Refusal The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

  • Rights of First Offer (a) At any time or from time to time prior to a Qualifying Public Equity Offering, in the event that (x) at any time following the first anniversary of the date hereof (provided, however, that, prior to the second anniversary of the date hereof, such Rollover Investor does not in the good faith judgment of the Company jeopardize the "recapitalization" accounting treatment afforded the Company in the Recapitalization Merger), a Rollover Investor desires to Transfer, or (y) at any time following the date hereof, a HIP Co-Investor desires to Transfer, all or part of its Common Stock ("Offered Shares"), other than pursuant to Section 3.02(a), 3.02(d), 4.02 or 4.03 of this Agreement, such Rollover Investor or HIP Co-Investor (individually, an "Investor") shall give prompt written notice (an "Investor's Notice") of its desire to sell the Offered Shares to the Company and Sponsor. The Investor's Notice shall identify (i) the number of Offered Shares and (ii) all other material terms and conditions of the proposed Transfer including the purchase price and the form of the consideration. (b) The Company shall have the right, but not the obligation, to purchase all, but not less than all, the Offered Shares (the "First Option") on the same terms and conditions as set forth in the Investor's Notice, which option shall be exercised by delivering to such Investor irrevocable written notice of its commitment to purchase the Offered Shares within fifteen (15) business days after receipt of the Investor's Notice (the "Company Option Period"). Failure by the Company to give such notice within such fifteen (15) business day period shall be deemed an election by the Company not to purchase the Offered Shares. (c) In the event that the Company decides not to purchase the Offered Shares pursuant to Section 4.01(b), then Sponsor shall have the right, but not the obligation, to purchase all, but not less than all, the Offered Shares (the "Second Option") on the same terms and conditions as set forth in the Investor's Notice, which option shall be exercised by delivering to such Investor irrevocable written notice of its commitment to purchase the Offered Shares within ten (10) business days after the termination of the Company Option Period (the "Sponsor Option Period"); provided that Sponsor may, at its sole option, assign its rights to purchase an Investor's Offered Shares pursuant to this Section 4.01 to another Shareholder or a Permitted Transferee of Sponsor (such person an "Assignee"); provided that if the Assignee is a HIP Co-Investor, each HIP Co-Investor will be able to participate in such assignment on a pro rata basis. Failure by Sponsor or its Assignee to give such notice within such ten (10) business day period shall be deemed an election by Sponsor or its Assignee not to purchase the Offered Shares. (d) Delivery of written notice by the Company, Sponsor or its Assignee accepting the First Option or the Second Option, as the case may be, shall constitute a contract between the Company, Sponsor or its Assignee, on the one hand, and such Investor on the other hand, for the purchase and sale of the Offered Shares on the terms and conditions set forth in the Investor's Notice. The purchase of any shares pursuant to the exercise of the First Option or the Second Option, as the case may be, shall be completed not later than forty-five (45) days following receipt of the Investor's Notice with respect to the Offered Shares, subject to receipt of any required material third-party or governmental approvals, compliance with applicable laws and the absence of any injunction or similar legal order preventing such transaction (collectively, the "Conditions") in which case the purchase of the Offered Shares shall be delayed pending the satisfaction of the Conditions up to an additional thirty (30) days. As a condition to entering into the contract referred to above, the Company, Sponsor and its Assignee will agree to use commercially reasonable efforts to satisfy the Conditions as soon as possible. In the event that neither the First Option nor the Second Option is exercised, the Investor shall have the right for a period of seventy-five (75) days after the termination of the Sponsor Option Period to Transfer (the "Investor Sale") the Offered Shares at a price not less than ninety percent (90%) of the price contained in, and otherwise on terms and conditions no less favorable to such Investor than those set forth in, the Investor's Notice, except that the purchase of the Offered Shares may be delayed up to an additional thirty (30) days pending satisfaction of the Conditions; provided that the Transferee agrees to execute a Joinder Agreement. If the Investor Sale is not consummated pursuant to the terms of the immediately preceding sentence, the Investor will not effect Transfer of any of the Offered Shares without commencing de novo the procedures set forth in this Section 4.01.

  • 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.

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