First Look. Each of DelStaff, Mx. Xxxxxx and their respective Affiliates agrees and covenants, and shall use their reasonable best efforts to ensure, that each of the DelStaff Directors shall, after receipt of any offer or inquiry to purchase all or substantially all of the Common Stock held by DelStaff, disclose such offer or inquiry to the remaining members of the Board no later than five (5) business days prior to the execution of a definitive agreement for such sale; provided however, that the Company agrees to take no action to frustrate the sale process unless the Board reasonably determines in good faith (after oral consultation with outside legal counsel) that such action is required in order to comply with its fiduciary duties to the stockholders of the Company under Delaware law or to preserve the rights of the Company under this Agreement.
First Look. For a period of two years following the Effective Time (the “First Look Period”), each of Navient and SLM BankCo (as applicable, the “Offering Party”) will first share with the other Party products or services (excluding products and services offered by Effective Time Xxxxxx Mae, contemplated by the business plan of such Party approved by the Existing SLM Board in October 2013 prior to the Effective Time or contemplated by the Joint Marketing Agreement) that (i) the Offering Party intends to market broadly to its customers or other businesses in concert with or through one or more third parties or to obtain from a third party (other than, in each case, a third party that is a Governmental Authority) and (ii) with respect to which the Offering Party reasonably determines that an opportunity exists for the other Party to participate with the Offering Party or provide such products or services (each, an “Eligible Offering”). The Offering Party shall provide the other Party with a reasonably detailed summary of the Eligible Offering, including a description of the opportunity envisioned by the Offering Party to be provided to the other Party, which may include (in the sole discretion of the Offering Party) a good faith estimate of the compensation to be provided to the other Party in connection with such opportunity. Notwithstanding the foregoing, the First Look Period shall be deemed commensurate with the Non-Competition Period for purposes of (i) a Party’s compliance with is obligations pursuant to Section 5.4(e) with respect to Permitted Government Education Loans and (ii) SLM BankCo’s compliance with is obligations pursuant to Section 5.4(f) with respect to Large New Government Education Loans.
First Look. 3.8.1 With respect to each First Look Product, Licensor shall not, and shall cause its Affiliates not to, license, sell or otherwise grant or transfer, including by option, to any Third Party any rights to [****] such First Look Product in any First Look Field in any country without first complying with this Section 3.8. For clarity, this Section 3.8 does not restrict Licensor’s rights with respect to its [****] of First Look Products by itself or through any of its Affiliates or with respect to the license, sale or other grant or transfer, including by option, to any Third Party of any rights to [****] any First Look Product outside each First Look Field in any country(ies) in the world.
First Look. 6.1 The Investor shall have the rights set forth in this Section 6 (the “First Look Rights”) with respect to any and all Mineral Deposits discovered by the Company or its Subsidiaries that the Company or any such Subsidiary plans to sell, lease, license, or otherwise contract with a third party to commercially exploit (other than a contract with a third party service provider providing services to the Company or its Subsidiaries) (each, a “Development Plan”). The Company shall not implement or enter into a binding contract with respect to a Development Plan without first complying with the First-Look Right.
First Look. Delinea will be the preferred provider for outsourced IT services involving but not limited to, web development, web consulting, web hosting, application development, application maintenance, application hosting, server management, network services, security services, desktop services, and business process services. As such Client will allow Delinea a first-look bid opportunity for services that Client is considering awarding to another vendor.
First Look. The Consultant agrees that it will offer first to the Company, as well as give the Company the first and exclusive right to purchase or participate, as the case may be, in any oil and gas opportunity that may be developed by or presented to the Consultant during the term of this Agreement on terms that are at least as favorable as those the Consultant may thereafter offer to third parties.
First Look. During the Term, Employer or CBS Films shall have a first look at all properties owned and controlled by Executive and intended to be produced as a theatrical motion picture. In the event Executive renders producing services for a third party in connection with a motion picture which commences production during the Term, Executive shall require the third party to pay Employer the sum of $300,000 as overhead reimbursement.
First Look. [Reserved]
First Look. ODY and FBI will show prospective projects for sale, pickup or development to the JV first. If the other partner declines, the offering partner is free to complete the project unilaterally outside the joint venture.
First Look. In the event Tenant, Guarantor, or the key principals of either proposes to purchase, sell or finance any additional healthcare or senior housing facilities, then Tenant and/or Guarantor shall first notify Landlord, and Landlord shall have ten (10) business days to present to Tenant and/or Guarantor a proposal for the acquisition, lease, finance or operation of such additional facilities, as appropriate.
