First Refusals Clause Samples

First Refusals. (i) Executive agrees that, if, prior to the earlier of (i) the termination of Executive's employment and (ii) the date on which a proposal to liquidate the Company is publicly announced, the Executive shall be offered the opportunity to invest in or acquire an interest in a business of any nature ("Investment Opportunity"), he shall first offer such Investment Opportunity to the Company. Such offer (the "Offer") shall be in writing and shall describe the Offer and the Investment Opportunity in sufficient detail, and provide to the Company substantially all of the written information furnished to him by the party ("Third Party") which made the Offer. The Company's representatives shall thereupon have fifteen (15) business days in which to consider and accept the Offer, and the Executive shall reasonably cooperate with the Company if it shall request further information concerning the Offer and the Executive is able to obtain such information from the Third Party. If at the end of such period the Company has not delivered to the Third Party its written acceptance of the Offer (or, having accepted the Offer, shall not proceed to a closing pursuant to the Offer within the time allowed in the Offer and/or shall fail to make such payments (including deposits) to the Third Party as would have been required from the Executive under the terms of the Offer), the Executive shall be free to accept the Offer and consummate the transactions contemplated thereby. The Executive's participation in the Investment Opportunity shall not be deemed a violation of any fiduciary, contractual or other obligation of the Executive to the Company, including under the provisions of Section 3(a) of the Original Agreement. Notwithstanding the foregoing, the time devoted by the Executive to any Investment Opportunity shall not substantially interfere with his performance of services as required under this Agreement." (ii) The obligation of the Executive to make the offers described in subsection (a) above shall terminate upon the date on which a proposal to liquidate or merge the Company is publicly announced.
View Source
First Refusals. (i) Executive agrees that, if, prior to the earlier of (i) the termination of Executive's employment and (ii) the date on which a proposal to liquidate the Company is publicly announced, the Executive shall be offered the opportunity to invest in or acquire an interest in a business of any nature ("Investment Opportunity"), he shall first offer such Investment Opportunity to the Company. Such offer (the "Offer") shall be in writing and shall describe the Offer and the Investment Opportunity in sufficient detail, and provide to the Company substantially all of the written information furnished to him by the party ("Third Party") which made the Offer. The Company's representatives shall thereupon have fifteen (15) business days in which to consider and accept the Offer, and the Executive shall reasonably cooperate with the Company if it shall request further information concerning the Offer and the Executive is able to obtain such information from the Third Party. If at the end of such period the Company has not delivered to the Third Party its written acceptance of the Offer (or, having accepted the Offer, shall not proceed to (ii) The obligation of the Executive to make the offers described in subsection (a) above shall terminate upon the date on which a proposal to liquidate or merge the Company is publicly announced. C. ADDITIONAL PROVISIONS ADDED BY THIS AMENDMENT (1) Impark Options (a) Issuance of Impark Options Impark, by its execution of this Agreement, covenants and agrees to issue to the Executive, on the day which is the 30th trading date following the first day on which shares of Impark Common Stock ("Impark Shares") are publicly traded, options to purchase shares of Impark common stock ("Impark Shares") which shall, immediately following the issuance thereof and after giving effect thereto, result in the Executive owning, immediately after the issuance thereof, options (the "Initial Impark Options") to purchase two and one half percent (2 1/2 %) of all of the outstanding common stock of Impark on a fully diluted basis (it being understood that the grant of Initial Impark Options are in lieu of and in full satisfaction of any right the Executive may have to receive options or any other consideration in connection with the Impark Spinoff pursuant to the Plan). As to the Initial Impark Options: (i) The Exercise Price per share of the Initial Impark Options shall be equal to the greater of (1) the last reported sales price of a share of Impark commo...
View Source
First Refusals. (i) Executive agrees that, if, prior to the earlier of (i) the termination of Executive's employment and (ii) the date on which a proposal to liquidate the Company is publicly announced, the Executive shall be offered the opportunity to invest in or acquire an interest in a business of any nature ("Investment Opportunity"), she shall first offer such Investment Opportunity to the Company. Such offer (the "Offer") shall be in writing and shall describe the Offer and the Investment Opportunity in sufficient detail, and provide to the Company substantially all of the written information furnished to her by the party ("Third Party") which made the Offer. The Company's representatives shall thereupon have fifteen (15) business days in which to consider and accept the Offer, and the Executive shall reasonably cooperate with the Company if it shall request further information concerning the Offer and the Executive is able
View Source
First Refusals 
View Source

Related to First Refusals

  • First Refusal Rights The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors within 10 days after the Sale Notice has been delivered to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering written notice of such election to Executive within 10 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall be subject to the provisions of this paragraph 4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

  • Right of First Refusal (a) Whenever and as often as the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

  • 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:

  • General Partner Right of First Refusal The transferring Partner shall give written notice of the proposed transfer to the General Partner, which notice shall state (i) the identity of the proposed transferee, and (ii) the amount and type of consideration proposed to be received for the transferred Partnership Units. The General Partner shall have ten (10) days upon which to give the transferring Partner notice of its election to acquire the Partnership Units on the proposed terms. If it so elects, it shall purchase the Partnership Units on such terms within ten (10) days after giving notice of such election. If it does not so elect, the transferring Partner may transfer such Partnership Units to a third party, on economic terms no more favorable to the transferee than the proposed terms, subject to the other conditions of this Section 11.3.