Ivanhoe Preemptive Right Clause Samples

Ivanhoe Preemptive Right. 3.1. If Entrée intends to directly or indirectly dispose of any interest, other than its Participating Interest, in any geographical areas that are the subject of the Existing Licenses or Mineral Exploration License number 3136X or any successor licenses in whole or in part (the interest intended to be sold being hereinafter called an “Interest”) to a bona fide arm’s length third party (a “Third Party”) by way of a sale, joint venture or other mode of disposition, then in any such case Entrée will give Notice (the “Transfer Notice”) to Ivanhoe, offering the Interest to Ivanhoe on substantially the same terms upon which Entrée proposes to convey the Interest to the Third Party. 3.2. Ivanhoe may exercise its right to acquire all, but not less than all, of the Interest for the consideration stipulated in the Transfer Notice (provided that if all or any part of the consideration offered by the Third Party is non-monetary, Ivanhoe may elect to furnish the same non-monetary consideration or to pay to Entrée an amount of money equal to the fair market value of the non-monetary consideration offered by the Third Party) by providing Notice (the “Exercise Notice”) within fifteen (15) days of receipt by Ivanhoe of the Transfer Notice (the “Exercise Period”). 3.3. If Ivanhoe does not exercise its right to acquire the Interest prior to the expiry of the Exercise Period, Entrée will have the right for a period of ninety (90) days following the Exercise Period (the “Closing Period”) to convey the Interest to the Third Party for consideration having a value equal to or higher than the value of the consideration for which Entrée offered the Interest to Ivanhoe. If Entrée does not convey the Interest to the Third Party by the expiry of the Closing Period, Ivanhoe’s preemptive right in such Interest shall be deemed to be revived. Any subsequent proposal to dispose of such Interest shall be conducted in accordance with all of the procedures set forth in this Paragraph..