First Rights of Refusal. Battalion Chiefs shall be provided first rights of refusal for the extra shift coverage. If no Battalion Chiefs are available to back fill the extra coverage shift, the shift will be assigned to fire personnel at a lower classification in accordance with the standard protocols of the department.

First Rights of Refusal. Landlord will not sell the Property during the term of this Lease without complying with the terms of this paragraph. Landlord agrees that if at any time during the term of this lease, as extended, Landlord receives a bona fide written offer (the "Offer") for the purchase of the Property which Landlord intends to accept, Landlord shall promptly advise tenant thereof in writing and provide Tenant with a copy of the Offer and any other information submitted by the offeror. Tenant shall have five (5) days from the receipt of such documentation within which to adivse Landlord whether Tenant is willing to purchase the Property on the terms and conditions stated in the Offer, subject to Tenant's receipt of approval from its Board. If Tenant so advises Landlord, and further advises Landlord of its board approval within ten (10) days thereafter, then Landlord shall be obligated to sell the Property to Tenant, and Tenant to purchase it from Landlord, on the terms and conditions stated in the Offer. If Tenant elects not to exercise this right of first refusal, Landlord may sell the Property to the offeror listed in the Offer, on the terms and conditions and at the time stated in the Offer, free from Tenant's right of first refusal. If the sale is not so closed with the offeror in accordance with the Offer, then Tenant's right of first refusal shall continue to be effective for the terms of this Lease, as extended.

First Rights of Refusal. Licensee agrees that in connection with the development of Products bearing the Trademarks as contemplated under this Agreement, it will offer the first right of refusal to (a) Royce Hosiery for the design and manufacture of socks, and (b) Humphrey's for the design and maxxxxxxxxx of belts and small leather goods. LS&CO. shall have no obligations or liabilities to Licensee, Royce Hosiery or Humphrey's with respect to these oxxxxx xx xny resulting negotiations.

First Rights of Refusal. If for any reason the buyer decides to sell or give away the glider at any time in its lifetime I the seller MUST be contacted. I must approve the new home they are going to and the new owner will sign the same contract or you can give the glider back to me and I will find it an adequate home. If you break this contract legal action can be taken against you. I just want to ensure the best life for my joeys. If a suitable home cannot be found, the glider(s) must come back to me, the breeder. Please initial that you read terms.

First Rights of Refusal. At any time before the Company’s entrance into a definitive agreement for the effectuation of a merger or acquisition that results in a change of control of the Company, GG, CC, Trels, LA, and ACV shall have a first right of refusal to participate in any future financing sought by the Company, on a pro rata basis, with the maximum funding amount for each future financing for each respective party being in proportion to that respective party’s total ownership percentage of the Company at that time, which shall only be triggered after a total of $50,000.00 in the aggregate in funding is obtained by the Company subsequent to the effective date of this Agreement. In order to exercise this first right of refusal, GG, CC, and Trels shall confirm such intention to participate in the applicable future funding via e-mail communication to LA, ACV, and the Company within 5 business days following receipt of notice from LA, ACV or the Company that such funding shall occur, and provide the applicable funding on a pro rata basis within 10 business days, of GG, CC, and Trels’ first receipt of the applicable e-mail communication notifying them of such financing. However, this section does not apply to any securement of financing that is contingent upon or will close following the Company’s entrance into a definitive agreement for the effectuation of a merger or acquisition that results in a change of control of the Company.

First Rights of Refusal. Provided that Tenant is not in default of any of the terms and conditions of this Lease Agreement, Tenant shall have the First Right of Refusal to expand into the adjacent approximate 9,000 sq. ft. of space currently leased to Presidio Systems, Inc. and located at 810 X. Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxx (xxreinafter referred to as "Expansion Space #1"), upon the following terms and conditions: Landlord agrees that in the event such Expansion Space #1 becomes vacant and thereafter is proposed to be leased to a third party (other than Presidio Systems, Inc.) that prior to executing a lease agreement with such third party for said Expansion Space #1. Landlord shall offer said Expansion Space #1 to Tenant in then "As Is" condition at the highest of the following rents: (i) the rental which Landlord proposed to lease such Expansion Space #1 to such third party, (ii) the monthly rental payable by Tenant hereunder for the remainder of the Lease Term, or (iii) the then market rent for such space. Tenant shall have five (5) calendar days after receipt of written notice from Landlord of such proposed lease to such third party in which to execute a lease for the Expansion Space #1 in accordance with such highest rent and the remaining terms and conditions of this Lease. In the event that Tenant fails to so execute such a lease after receipt of such notice from Landlord, then all rights under this paragraph shall terminate and become void. Provided that Tenant is not in default of any of the terms and conditions of this Lease Agreement, Tenant shall have the First Right of Refusal to expand into the adjacent approximate 10,500 sq. ft. of space currently leased to Computer Plus, Inc. and located at 295 Xxxxx Xxx Xxxxx, Sunnyvale, California (hereinafter referred to as 'Expansion Space #2"), upon the following terms and conditions: Landlord agrees that in the event such Expansion Space #2 becomes vacant and thereafter is proposed to be leased to a third party (other than Computer Plus, Inc.) that prior to executing a lease agreement with such third party for said Expansion Space #2. Landlord shall offer said Expansion Space #2 to Tenant in then "As Is" condition at the highest of the following rents: (i) the rental which Landlord proposed to lease such Expansion Space #2 to such third party, (ii) the monthly rental payable by Tenant hereunder for the remainder of the Lease Term. or (iii) the then market rent for such space. Tenant shall have five (5) calendar days a...

Related to First Rights of Refusal

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:
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.
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.
Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.
Fees and Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers, agents or other third parties.
Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the "TRANSFER SHARES") to any person or entity, including, without limitation, any shareholder of the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").
Rights of First Offer (a) At any time or from time to time prior to a Qualifying Public Equity Offering, in the event that (x) at any time following the first anniversary of the date hereof (provided, however, that, prior to the second anniversary of the date hereof, such Rollover Investor does not in the good faith judgment of the Company jeopardize the "recapitalization" accounting treatment afforded the Company in the Recapitalization Merger), a Rollover Investor desires to Transfer, or (y) at any time following the date hereof, a HIP Co-Investor desires to Transfer, all or part of its Common Stock ("Offered Shares"), other than pursuant to Section 3.02(a), 3.02(d), 4.02 or 4.03 of this Agreement, such Rollover Investor or HIP Co-Investor (individually, an "Investor") shall give prompt written notice (an "Investor's Notice") of its desire to sell the Offered Shares to the Company and Sponsor. The Investor's Notice shall identify (i) the number of Offered Shares and (ii) all other material terms and conditions of the proposed Transfer including the purchase price and the form of the consideration. (b) The Company shall have the right, but not the obligation, to purchase all, but not less than all, the Offered Shares (the "First Option") on the same terms and conditions as set forth in the Investor's Notice, which option shall be exercised by delivering to such Investor irrevocable written notice of its commitment to purchase the Offered Shares within fifteen (15) business days after receipt of the Investor's Notice (the "Company Option Period"). Failure by the Company to give such notice within such fifteen (15) business day period shall be deemed an election by the Company not to purchase the Offered Shares. (c) In the event that the Company decides not to purchase the Offered Shares pursuant to Section 4.01(b), then Sponsor shall have the right, but not the obligation, to purchase all, but not less than all, the Offered Shares (the "Second Option") on the same terms and conditions as set forth in the Investor's Notice, which option shall be exercised by delivering to such Investor irrevocable written notice of its commitment to purchase the Offered Shares within ten (10) business days after the termination of the Company Option Period (the "Sponsor Option Period"); provided that Sponsor may, at its sole option, assign its rights to purchase an Investor's Offered Shares pursuant to this Section 4.01 to another Shareholder or a Permitted Transferee of Sponsor (such person an "Assignee"); provided that if the Assignee is a HIP Co-Investor, each HIP Co-Investor will be able to participate in such assignment on a pro rata basis. Failure by Sponsor or its Assignee to give such notice within such ten (10) business day period shall be deemed an election by Sponsor or its Assignee not to purchase the Offered Shares. (d) Delivery of written notice by the Company, Sponsor or its Assignee accepting the First Option or the Second Option, as the case may be, shall constitute a contract between the Company, Sponsor or its Assignee, on the one hand, and such Investor on the other hand, for the purchase and sale of the Offered Shares on the terms and conditions set forth in the Investor's Notice. The purchase of any shares pursuant to the exercise of the First Option or the Second Option, as the case may be, shall be completed not later than forty-five (45) days following receipt of the Investor's Notice with respect to the Offered Shares, subject to receipt of any required material third-party or governmental approvals, compliance with applicable laws and the absence of any injunction or similar legal order preventing such transaction (collectively, the "Conditions") in which case the purchase of the Offered Shares shall be delayed pending the satisfaction of the Conditions up to an additional thirty (30) days. As a condition to entering into the contract referred to above, the Company, Sponsor and its Assignee will agree to use commercially reasonable efforts to satisfy the Conditions as soon as possible. In the event that neither the First Option nor the Second Option is exercised, the Investor shall have the right for a period of seventy-five (75) days after the termination of the Sponsor Option Period to Transfer (the "Investor Sale") the Offered Shares at a price not less than ninety percent (90%) of the price contained in, and otherwise on terms and conditions no less favorable to such Investor than those set forth in, the Investor's Notice, except that the purchase of the Offered Shares may be delayed up to an additional thirty (30) days pending satisfaction of the Conditions; provided that the Transferee agrees to execute a Joinder Agreement. If the Investor Sale is not consummated pursuant to the terms of the immediately preceding sentence, the Investor will not effect Transfer of any of the Offered Shares without commencing de novo the procedures set forth in this Section 4.01.
Transfer of Rights of First Refusal The rights of first refusal of each Major Investor under this Section 4 may be transferred to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 2.10.
Exercise of Right of First Refusal At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.
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.

First Rights of Refusal Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Sub-Clauses

Related to First Rights of Refusal