Exercise of ROFR Sample Clauses

Exercise of ROFR. Within thirty (30) Business Days after receipt of the ROFR Initiator Notice (the “ROFR Exercise Period”), the Company or Parent may exercise the right of first refusal under Section 3.2(a) by giving a written notice to the ROFR Initiator (a “ROFR Notice”), which notice shall specify that the Company or Parent, as applicable, wishes to purchase all (but not less than all) of the Transfer Shares for the Transfer Price. Any ROFR Notice shall upon delivery become binding on the Company or Parent, as applicable, and shall become irrevocable without the necessity of any acceptance thereof by the ROFR Initiator. The Company or Parent’s, as applicable, failure to timely deliver a valid ROFR Notice shall be deemed an election by such party not to purchase the Transfer Shares.
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Exercise of ROFR. (i) SAG shall give written notice to Stockholders, as hereinafter provided, of each and every Original Offer (as that term is hereinafter defined) received and intended to be accepted by SAG for the sale of all of outstanding stock of the Company or substantially all of the assets of the Company. For purposes herein, the term "
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Exercise of ROFR. Tenant will have thirty fifteen (3015) days after receipt of the ROFR Purchase Notice and the ROFO/ROFR Purchase Agreement (the “ROFR Exercise Period”) to exercise its ROFR to purchase the Offered Property for the economic terms set forth in the ROFR Purchase Notice. Tenant’s exercise of its ROFR will be deemed effective if Tenant executes and delivers the ROFO/ROFR Purchase Agreement to Landlord during the ROFR Exercise Period. If Tenant elects not to, or fails to timely exercise its ROFR, then Landlord will be free to sell the Offered Property to the Solicited Offeror (or its affiliate) for any purchase price that is not more than five percent (5%) lower than the purchase price set forth in the ROFR Purchase Notice and any such sale will otherwise be on terms and conditions materially similar to those set forth in the ROFO/ROFR Purchase Agreement (the purchase agreement by and between Landlord and the Solicited Offeror, a “Solicited Contract”).
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Exercise of ROFR. Within thirty (30) days after the giving of notice of the proposed sale, Tenant may elect to purchase the Premises at the same price and on the same terms and conditions as contained in the Offer or upon terms and conditions no less favorable to Landlord than those contained in the Offer. However, the price shall be adjusted to equal the net return to Landlord under the proposed sale after adjustment for the difference, if any, in real estate commissions and costs of closing payable in the event of the proposed sale as opposed to sale to Tenant. If the Offer requires the payment of consideration other than cash (e.g., exchange of property or services), Tenant may nevertheless exercise its right to purchase and substitute cash equal to the fair market value of such noncash consideration. The election to purchase by Tenant shall be exercised by written notice to Landlord given within the foregoing thirty- (30-) day period.
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Exercise of ROFR. (i)Each Investor shall have an option for a period of 15 (fifteen)days from the delivery of the Transfer Notice from the Seller to elect to purchase its respective pro rata share of the Offered Securities at the same price and subject to the same material terms and conditions as described in the Transfer Notice. Each Investor may exercise such purchase option and purchase all or any portion of its pro rata share of the Offered Securities (a “Participating Investor” for the purposes of this Clause 4.1), by notifying the Seller and the Company in writing, before expiration of the fifteen (15)-day period as to the number of such shares that it wishes to purchase (the “Participating Investor Notice”). Each Investor’s pro rata share of the Offered Securities shall be a fraction of the Offered Securities, the numerator of which shall be the number of Equity Securities owned by such Investor (calculated on a Fully-Diluted Basis) on the date of the Transfer Notice and denominator of which shall be the total number of Equity Securities held by all Investors (calculated on a Fully-Diluted Basis) on the date of the Transfer Notice.
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Exercise of ROFR. Within [**] days after receipt of a ROFR Notice, Supernus shall give Navitor written notice indicating whether Supernus desires to enter into a transaction with Navitor with respect to the relevant Pipeline Product on substantially the same terms as the proposed Pipeline Product Transaction (the “Supernus ROFR Response”). If in a Supernus ROFR Response, Supernus elects to pursue such transaction, then the Parties shall thereafter proceed to negotiate in good faith and finalize definitive agreements with respect to such transaction. If (a) Supernus does not deliver a Supernus ROFR Response with respect to a ROFR Notice indicating its desire to pursue such transaction within such [**] day period, (b) Supernus delivers a Supernus ROFR Response indicating it does not desire to pursue such transaction, or (c) Supernus timely delivers a Supernus ROFR Response indicating that Supernus desires to enter into a transaction with Navitor with respect to the relevant Pipeline Product on substantially the same a commercially reasonable efforts to negotiate the same, do not enter into definitive agreements with respect to such proposed transaction within [**] days following Supernus’ delivery of such Supernus ROFR Response, then in any such case ((a), (b) or (c)), Supernus’ ROFR with respect to such Pipeline Product shall automatically expire and Navitor shall be free to negotiate and consummate the Pipeline Product Transaction with any Third Party on terms that are substantially the same as, or more advantageous to Navitor than, the terms described in its ROFR Notice to Supernus for a period of one hundred and twenty (120) [**] = CERTAIN CONFIDENTIAL INFORMATION OMITTED 37067952.1.docx 8/14/2020 days following such expiration of the ROFR. If Navitor and a Third Party do not enter into such Pipeline Product Transaction on such terms within such one hundred and twenty (120) day period, then Navitor will be required to comply with the ROFR procedures set forth in this Section 3.2 again if it desires to enter into any Pipeline Product Transaction with a Third Party for the same Pipeline Product.
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Exercise of ROFR. (a) If, and each time during the ROFR Period, the Company proposes to undertake a ROFR Eligible Financing, it shall give each Investor written notice of its intention, describing the type of New Securities and their price and general terms upon which the Company proposes to issue the same. Each Investor shall have twenty (20) calendar days after any such notice is mailed or delivered to agree to purchase, and purchase, such Investor’s Pro Rata Share of such New Securities for the price and on the terms specified in the notice by giving written notice to the Company, in substantially the form attached hereto as Exhibit A, and stating the quantity of New Securities to be purchased. In the event that some, but not all, Investors elect to fully exercise the ROFR, at the expiration of such twenty (20) day period, the Company shall promptly notify each Investor that elected to fully exercise the ROFR (each, a “Fully Exercising Investor”) of any other Investor’s failure to fully exercise the ROFR. During the ten (10) calendar period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase (the “Overallotment Right”), in addition to the number of shares specified above, up to their Pro Rata Share of the New Securities for which Investors were entitled to subscribe pursuant to the ROFR but that were not subscribed.
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Exercise of ROFR. If Customer decides to pursue or license any Specified Customer Product internally or through a Third Party, Customer will notify Emergent prior to commencing such development or licensing of such Specified Customer Product to a Third Party (each such notice, a “ROFR Notice”). If Emergent decides to exercise the ROFR with respect to the Specified Customer Product identified in the ROFR Notice, then within sixty (60) days following Emergent’s receipt of a ROFR Notice (“ROFR Period”), Emergent shall notify Customer in writing of its intention to exercise the ROFR for such Specified Customer Product (each such written notice, a “ROFR Exercise Notice”). If Emergent does not send a ROFR Exercise Notice to Customer during the ROFR Period, Customer shall be free to develop such Specified Customer Product internally or through any Third Party of its choice.
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Exercise of ROFR. Tenant shall have the right to elect to lease the ROFR Space identified in the Offer Notice which right must be exercised if at all by written notice ("ROFR Exercise Notice") from Tenant received by Landlord on or before the expiration of ten (10) business days after Tenant's receipt of the Offer Notice.
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Related to Exercise of ROFR

  • 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 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.

  • 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.

  • Non-Exercise of Rights 31.1. Either Party’s failure to seek redress for violations, or to insist upon strict performance, of any condition or provision of this Agreement, or its failure to exercise any or part of any of right or remedy to which that Party is entitled under this Agreement, shall not constitute an implied waiver thereof.

  • Exercise of Call Option In connection with an exercise of the option contained in Condition 6(f) (Optional Early Redemption (Call)) in relation to some only of the Notes, the Notes represented by this Global Registered Note may be redeemed in part in the principal amount specified by the Issuer in accordance with the Conditions and the Notes to be redeemed will not be selected as provided in the Conditions.

  • Exercise of Rights; Purchase Price Expiration Date of ------------------------------------------------------ Rights. ------

  • Exercise of Put Option Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e) (Redemption at the option of Noteholders) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e) (Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

  • Exercise of the Warrant Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise in the form annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

  • Maximum Exercise of Rights In the event the exercise of the rights described in Sections 12(a) and 12(c) would result in the issuance of an amount of common stock of the Company that would exceed the maximum amount that may be issued to a Subscriber calculated in the manner described in Section 7.3 of this Agreement, then the issuance of such additional shares of common stock of the Company to such Subscriber will be deferred in whole or in part until such time as such Subscriber is able to beneficially own such common stock without exceeding the maximum amount set forth calculated in the manner described in Section 7.3 of this Agreement. The determination of when such common stock may be issued shall be made by each Subscriber as to only such Subscriber.

  • Exercise of SAR In order to exercise the SAR, the SAR Holder shall submit to the Company an instrument specifying the whole number of Shares in respect of which the SAR is being exercised. Shares will be issued accordingly by the Company within 30 days. The payment upon a SAR exercise shall be solely the number of whole Shares calculated in paragraph (a) above. Fractional Shares shall be rounded down to the nearest whole Share with no cash consideration being paid upon exercise. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Shares hereunder if the issuance of such Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Shares may be issued without resulting in such violations of law.

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