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 a) The parties agree that the first SLM Series for Shockwave shall be "7th Portal" (which shall substantially follow the presentations previously given by SLM to Macromedia).
b) During the Term, prior to any submission thereof to a third party, SLM will submit to Macromedia on a 15 day "first look" basis, any project owned or controlled by SLM (or any affiliated entity) which SLM desires to develop or produce as a series of Webisodes for the Internet. During the first year of the Term, SLM shall make 10 such submissions at an average rate of at least one submission every 2 months; provided that no further submissions shall be required as a result of this sentence if SLM no longer has a first look obligation hereunder (e.g. 5 have been accepted as described in (c) below). Any submission shall include a brief description and tentative character designs of the "Key Characters" (as defined below), the universe of the series and ideas for possible future episodes, as well as the contemplated per-Webisode budget (the "Budget") for the applicable Series. Each submission shall be deemed to meet the submission requirements unless Macromedia shall, within 3 business days of receipt thereof, inform SLM, in writing, of the specific manner in which such submission is deficient. To the extent that SLM has expenses which benefit more than one project, SLM shall make a good faith allocation of such expenses between projects. The budget (and the actual costs if a series is, in fact, produced) shall identify and include the allocations of such expenses as determined by SLM in good faith. If Macromedia is interested in webcasting a submitted project on Shockwave and so advises SLM in writing during the aforesaid 15 day period, then the project will be deemed an "Accepted Project" and Macromedia will pay for each Webisode, within 5 business days of the SLM's delivery thereof, the amount described in the Budget as submitted. Any Accepted Project shall be defined as an "SLM/Shockwave Series". The terms hereof applicable to 7th Portal shall apply to any such SLM/Shockwave Series. Each Webisode of an Accepted Project shall, absent information to the contrary provided to Macromedia as part of its submission of such project, be of a quality substantially consistent with that of the previously delivered Webisodes.
c) SLM's duty to submit projects on a first look basis to Macromedia shall not apply at any time during which Macromedia shall have accepted five (5) projects (subject to ...
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. 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. 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.
6.2 If the Company desires to implement or enter into a binding contract with respect to a Development Plan, the Company shall provide the Investor with written notice of the Development Plan, including a copy thereof (“First-Look Notice”), and without limiting Section 5 hereof, shall provide the Investor with all information reasonably requested by the Investor and within the Company’s possession or control with respect to the Development Plan and the underlying Mineral Deposit.
6.3 The Investor shall have 30 days to notify the Company in writing that it intends to exercise its First-Look Rights.
(a) If the Investor fails to notify the Company in writing that it is exercising its First-Look Rights, then the Company shall be free to pursue the Development Plan subject of the First-Look Notice pursuant to Section 6(d) below.
(b) If the Investor notifies the Company in writing that it is exercising its First-Look Rights, then Investor and the Company shall negotiate, in good faith, a Development Plan for the Mineral Deposit, which may be the Development Plan proposed by the Company in the First-Look Notice or may be an alternate Development Plan proposed by Investor. If notwithstanding such good faith negotiation the Investor and the Company are unable to reach a binding written agreement with respect to a Development Plan within ninety (90) days of the commencement of such good faith negotiations, the Company shall be free to pursue the Development Plan subject of the First-Look Notice pursuant to Section 6(d) below.
6.4 In the circumstances specified in Section 6(c)(i) and Section 6(c)(ii), the Company may, for a ninety (90) Business Day period seek to enter into a binding definitive written agreement with a third party for the Development Plan that is not materially more favorable to the third party than the Development Plan that was the subject of the...
First Look. From the date hereof until the second anniversary of the Closing, in the event that X-Stream determines to sell, license, transfer or otherwise dispose of any video and or audio content created or developed by X-Stream, other than for the Interactive Delivery thereof, it shall first offer such content to CNBC, Inc. and shall negotiate a price for such content in good faith for a period of 15 days. If following such 15 day period, no agreement is reached, X-Stream shall be free to provide such content to any third party provided that the price of such content shall not be less than that offered by CNBC, Inc.
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. 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.
3.8.2 With respect to each First Look Product in the [****] Field, Licensor shall update the JDC, in accordance with this Section 3.8.2, regarding the development of such First Look Product in the [****] Field, and any resulting data, (a) when such First Look Product in the [****] Field advances to a new development stage (specifically, in vitro studies, in vivo studies, toxicology studies, phase 1, phase 2, phase 2(b), phase 3, completion of a registration study or commercial stage) and (b) when there is otherwise a [****] event with respect to the development of such First Look Product in the [****] Field. Each such update and data shall be provided either (i) in writing prior to any meeting of the JDC occurring during [****] that such advancement or other material event occurs or (ii) at such meeting of the JDC; provided that if the JDC does not meet during [****] (or if such advancement or other material event occurs after the JDC meets during [****]), then Licensor shall provide such update and data to AbbVie in writing promptly after the end of [****].
3.8.3 With respect to each First Look Product, if Licensor’s, or any of its Affiliate’s, board of directors determines to pursue a First Look Product Transaction in a First Look Field in any country(ies), then, within [****] after such determination (and in any event prior to Licensor or any of its Affiliates engaging in any term sheet level discussions with, accepting any offer from, or entering into any agreement with any Third Party with respect to such a potential First Look Product Transaction or providing any confidential information to any Third Party in connection therewith), Licensor shall first provide AbbVie with a First Look Data Package, and with electronic access to all Information included or referenced...
First Look. [Reserved]
