First Negotiation Rights. Subject to Sections 1.4 and 1.5, following the expi- ration of the two-year period after the date of this Agreement, a Shareholder may Transfer any or all Shares (or any interest therein) owned by it free and clear of all restrictions and other obligations imposed by this Agreement provided such Shareholder first complies with Section 1.

First Negotiation Rights. Subject to Sections 10.2, 10.3 and 10.4 (each of which shall continue to apply to Transfers pursuant to this Section 10.5), prior to an initial Public Offering, a Principal Investor desiring to Transfer any Units (other than to a Permitted Transferee, in connection with an initial Public Offering or in connection with a Tag-Along Sale or a Drag-Along Sale, in each case, pursuant to the terms of this Agreement and the Registration Rights Agreement) (such Principal Investor, the “Transferring Unitholder”) shall give written notice (the “Negotiation Notice”) to the other Principal Investor. The delivery of a Negotiation Notice shall begin a 180-day period during which (i) the Transferring Unitholder shall not conduct negotiations or discussions concerning the contemplated Transfer with any prospective transferees (other than the LLC or the other Principal Investor) and (ii) the Transferring Unitholder, the LLC and the other Principal Investor (the “Negotiation Parties”) will negotiate in good faith for the Transfer to one or more of the Negotiation Parties of any or all Units held by the Transferring Unitholder. If by the expiration of such 180-day period no such Transfer to one or more of the Negotiation Parties has been negotiated (unless the Transferring Unitholder has otherwise agreed, at its

First Negotiation Rights. Sections 32 and 33 of the Existing Lease are hereby deleted and shall be of no further force or effect.

First Negotiation Rights. In the event, at any time during the Restricted Period, Xxxx should develop an Idea Application which may reasonably be anticipated to be useful in the Company Field or if Xxxx should at any time propose to license or otherwise Transfer any Idea Rights for use in the Company Xxxxx, Xxxx shall give a written notice to the Company (an "Availability Notice") briefly describing the Idea Application and/or the Idea Rights which Xxxx proposes to license or otherwise transfer. After giving the Availability Notice, Xxxx shall provide such additional information concerning such Idea Application or Idea Rights as the Company may reasonably request. If, within sixty (60) days after its receipt of the Availability Notice, the Company gives a written notice (an "Interest Notice") to Xxxx that it is interested in acquiring the Idea Application and/or the Idea Rights specified in the Availability Notice for use in the Company Field, the Company and Xxxx shall enter into good faith negotiations with respect thereto and Xxxx will not enter into any agreement or arrangement with any third party with respect to the use of such Idea Application or Idea Rights in the Company Field unless the Company and Xxxx fail to execute a letter of intent or binding agreement relating to such use within ninety (90) days after Paul's receipt of the Company's Interest Notice. If the parties do not execute a letter of intent or agreement within such ninety (90) day period, Xxxx shall be free to offer the Idea Application and/or the Idea Rights identified in the Availability Notice to third parties; provided, however, that prior to entering into any agreement or other arrangement with respect to any such Idea Application and/or the Idea Rights with any third party, Xxxx shall comply with the provisions of Section 4.3 below relating to the Company's first refusal rights.

First Negotiation Rights. From and after the Settlement Date, Universal shall have First Negotiation Rights with respect to any Transfer of rights by the Harvxx Xxxup in connection with the development, production, financing and/or distribution of any New Pictures that are Other Existing Characters Pictures in which the name of one or more Casper Characters is to appear in the title of the Picture (as a reference to such Character or Characters) or in which one or more Casper Characters are featured; provided that the provisions of Section 2.1 shall continue to apply in perpetuity to Casper Pictures, Casper Non-Feature Pictures and Casper Appearance Pictures; and provided further that this Subsection shall not be construed so as to limit any of Universal's or Harvxx'x xxxhts with respect to New Universal Elements described in Section 8.1 or Universal's rights to use such New Universal Elements. Universal shall have the foregoing First Negotiation Rights for a period expiring on the earlier to occur of (i) December 7, 2000, or (ii) the date upon which the Universal Group ceases to own at least five percent (5%) of the outstanding capital stock of Harvxx, xx which time such rights will revert back to Harvxx.

First Negotiation Rights a. The parties acknowledge that gene therapy/delivery applications for the Dermagraft product and/or the Dermagraft-TC product constitute Excluded Applications and are not covered by this Agreement or the Dermagraft Agreements. ATS hereby grants to S&N a first right of negotiation with respect to any commercial or technical exploitation (including a sale, partial sale, or partnering arrangement) which ATS (or its Affiliates or sublicensees) may develop or pursue with respect to gene therapy/delivery applications for the ATS Technology applicable for any Wound Care Applications (except for Excluded Products). S&N shall have a ninety-day right of first negotiation with respect thereto, commencing upon S&N receiving a written notice (the "First Rights Notice") from ATS specifying in general terms (i) the nature of the transaction, (ii) the structure of transaction and (iii) the financial terms which ATS is willing to consider. This first right of negotiation shall be for S&N to negotiate to pursue said gene therapy/delivery applications in a venture with ATS (and not independent of ATS) in a manner similar to the Dermagraft Agreements, or in such other manner as may be mutually approved by both parties. b. ATS shall not enter into any such commercial or technical exploitation agreement with a third party for gene therapy/delivery applications for the ATS Technology applicable for any Wound Care Applications (except for Excluded Products) on terms more favorable to the third party than were the terms specified by ATS in the most recent First Rights Notice given to S&N. c. ATS shall not give the First Rights Notice to S&N and ATS shall not enter into any third party agreement as referenced in Section 7(b) hereof until after thirty (30) months following the date hereof.

Related to First Negotiation Rights

Termination Rights 17.1 In addition to any other termination rights it has, the Department may terminate this Contract at any time by issuing a Notice to the Training Provider. Such a termination will take effect 20 Business Days after the Notice takes effect under Clause 14.2, or at any later time specified in the Notice. 17.2 If the Department terminates this Contract under Clause 17.1, it will determine and pay: a) amounts that, in its reasonable opinion, are due and payable under Clause 8 as at the date of termination; and b) reasonable costs (but not including loss of profit or income) that, in its reasonable opinion, have been necessarily and directly incurred by the Training Provider as a result of the termination, provided that the Training Provider has, to the reasonable satisfaction of the Department: i) used its best efforts to minimise any costs arising as a result of the termination; and ii) provided adequate documentary evidence to substantiate those costs. 17.3 This Contract may be terminated at any time by written agreement between the Parties. 17.4 The Department may terminate this Contract immediately by issuing a Notice to the Training Provider if: a) the Training Provider commits a Material Breach; b) the Training Provider commits a breach of this Contract (whether or not it is a Material Breach) which cannot be remedied; c) the Training Provider commits a breach of this Contract (whether or not it is a Material Breach) and it: i) fails to commence action to remedy the breach within 10 Business Days after the Department has served a Notice requiring it to do so; or ii) having commenced action to remedy the breach, fails to complete that action as soon as possible and in any event within 20 Business Days of the Department's Notice; d) without limiting paragraphs (a) to (c), the Training Provider fails to provide some or all of the Training Services for which Funds have been claimed and/or paid or any such Training Services are not provided to a standard satisfactory to the Department; e) there has been any fraud, or the Department reasonably suspects any fraud, relating to the Training Provider or the Funds, or there has been any misappropriation of Funds by the Training Provider or any other misleading or deceptive conduct on the part of the Training Provider in connection with this Contract or the claiming, receipt or use of the Funds; f) the Training Provider’s registration as a registered training organisation under the Act or the National Act is suspended, withdrawn, cancelled or otherwise ceases; g) an Other VET Funding Arrangement Termination Event occurs;
Termination Right The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities.
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:
Termination of Registration Rights A Holder’s registration rights as to any securities held by such Holder (and its Affiliates, partners, members and former members) shall not be available unless such securities are Registrable Securities.
Option Rights Except as provided below, the Option shall be valid for a term commencing on the Grant Date and ending 10 years after the Grant Date (the "EXPIRATION DATE").
Right of Refusal Vendor has the right not to sell to a TIPS Member under the awarded agreement at Vendor’s discretion unless otherwise required by law.
AMENDMENT OF REGISTRATION RIGHTS Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Investors who hold a majority in interest of the Registrable Securities. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company.
Additional Termination Rights (a) BMS has the right to terminate this License Agreement upon delivery of written notice to MPP upon the occurrence of any of the following: (i) the failure of MPP to ensure a sufficient supply of the Licensed Products in the formulations and strengths listed in Schedule A to meet substantially the needs in the Territory, other than isolated, temporary shortages of less than 90 days if such shortage is not cured (other than by means of a reallocation of Licensed Products that has the effect of creating shortage elsewhere) with 90 days after written notice to MPP by BMS; (ii) the failure of MPP to comply with BMS's reasonable requests under Sections 5(b) through (c) of this License Agreement; (iii) any failure by the MPP of ensuring compliance with relevant OFAC regulations under Section 2.8 of this License Agreement; (iv) if in the reasonable opinion of BMS, control (through ownership or otherwise) or MPP changes; (b) either of BMS and MPP will have the right to terminate any Sublicense Agreement, upon delivery of written notice to the relevant Sublicensee(s) upon the occurrence of any of the following; (i) the occurrence of any material safety issue that BMS reasonably believes makes it inadvisable to proceed or continue with the commercialization of the Licensed Product in the Territory; (ii) without prejudice to Section 2.7(c), a cross-border diversion of the Licensed Compound and/or Licensed Products whereby any Sublicensee (directly or indirectly or through a Third Party, located in or out of the Territory) uses, offers for sale, sells, has sold Licensed Compound and/or Licensed Products for use in any country outside of the Territory; (iii) any failure by the Sublicensees to comply with the quality requirements under Section 6.2 of this License Agreement; (iv) the failure by the respective Sublicensee to file for registration all of the Licensed Products in the the Territory for all of the formulation and strengths listed in Schedule A within thirty (30) months of the Effective Date of each Sublicense Agreement Agreement; (v) the occurrence of a direct or indirect change of control of Sublicensee that has not been consented to by BMS and MPP in writing; and/or (vi) in the event of any serious or intentional violation of any laws and regulations or misappropriation of a Third Party’s intellectual property rights by a Sublicensee anywhere in the world, which in BMS’s and MPP’s judgment, may reflect unfavorably on BMS, MPP, their reputation or the Licensed Products.
Option Right Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).
Visitation Rights At any reasonable time and from time to time, permit the Agent or any of the Lenders or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and any of its Significant Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Significant Subsidiaries with any of their officers or directors and with their independent certified public accountants.

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