Licensor’s Right of First Refusal Sample Clauses

Licensor’s Right of First Refusal. Should Licensee, or Licensee’s parent company, receive a solicited or unsolicited offer for either a majority of the assets or majority (51%) stock acquisition of Licensee’s assets or, respectively, stock from one party (including its affiliates), Licensee or its parent company shall promptly inform Licensor of such offer, including the identity of the offeror, and shall give Licensor the right of first refusal with respect to such offer at the offering price. Licensor shall have 10 (ten) calendar days to provide its offer with respect to either Licensee’s assets or stock, followed by a 30 (thirty) days due diligence and an additional 30 (thirty) days for Licensor to raise capital
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Licensor’s Right of First Refusal. (a) If the Licensee or any Person or entity with an interest in the Licensee has received and desires to accept any bona fide offer to purchase all or any part of the Licensee’s interest in this Agreement or in the Licensee and the transfer of such interest would (1) result in a change of Control of the Licensee or of this Agreement or (2) constitute a transfer of interest held by a Controlling Person of the Licensee or of this Agreement, the Licensee or such Person shall notify the Licensor in writing of each such offer, with such notice including the name and address of the proposed purchaser, the amount and terms of the proposed purchase price, a copy of the proposed purchase contract (signed by the parties, but expressly subject to the Licensor’s right of first refusal), and all other terms and conditions of such offer. The Licensor shall have the right and option, exercisable within 20 days after the Licensor’s receipt of such written notification, to send written notice to the Licensee or such Person or entity that the Licensor or its designee intends to purchase the interest which is proposed to be transferred on the same terms and conditions offered by the third party. Any material change in the terms of an offer prior to closing shall cause it to be deemed a new offer, subject to the same right of first refusal by the Licensor or its designee as in the initial offer. The Licensor’s failure to exercise such option shall not constitute a waiver of any other provision of this Agreement, including any of the requirements of this section with respect to the proposed transfer. Silence on the part of the Licensor shall constitute rejection. If the proposed sale includes assets of the Licensee not related to the operation of the Non-Traditional Sonic, the Licensor may purchase not only the assets related to the operation of the Non-Traditional Sonic, but may also purchase the other assets. An equitable purchase price shall be allocated to each asset included in the proposed sale.
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Licensor’s Right of First Refusal. 25 D. DEATH OR DISABILITY OF AN OWNER........................... 26
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Licensor’s Right of First Refusal. If MASTER LICENSEE or any of its Owners at any time determines to sell or transfer an interest in this Agreement (or any right granted by this Agreement), any ownership or other interest in MASTER LICENSEE (including, but not limited to, the right to receive all or any part of MASTER LICENSEE's profits or losses), all or substantially all of MASTER LICENSEE's assets, or the interest of MASTER LICENSEE in or to any Sublicense Agreement in a transaction that otherwise would be allowed under Section 13.B. above, MASTER LICENSEE CARIBOU MLA XX XXXXX (2004) or its Owners, as applicable, agree to obtain from a responsible and fully disclosed buyer, and send LICENSOR, a true and complete copy of a bona fide, executed written offer (which may include a letter of intent) relating exclusively to this Agreement, the assets of MASTER LICENSEE, the Sublicense Agreement(s), or an ownership or other interest in MASTER LICENSEE. The offer may not include the purchase of any other property or rights. The offer must include details of the payment terms of the proposed sale and the sources and terms of any financing for the proposed purchase price. To be a valid, bona fide offer, the proposed purchase price must be in a U.S. dollar amount, and the proposed buyer must submit with its offer an xxxxxxx money deposit equal to five percent (5%) or more of the offering price. The right of first refusal process will not be triggered by a proposed transfer that would not be allowed under Section 13.B. above. LICENSOR may require MASTER LICENSEE (or its Owners) to send LICENSOR copies of any materials or information sent to the proposed buyer or transferee regarding the possible transaction. LICENSOR or its designee shall have the right, exercisable by written notice delivered to MASTER LICENSEE or the Owner within forty-five (45) days after the date MASTER LICENSEE delivers to LICENSOR an exact copy of such offer and such other information that LICENSOR reasonably requests, to notify MASTER LICENSEE or the Owner of its intent to purchase such interest for the price and on the terms and conditions contained in such offer, provided that LICENSOR may substitute cash for any form of payment proposed in such offer. LICENSOR's credit shall be deemed to be equal to the credit of any proposed purchaser. LICENSOR shall have not less than seventy-five (75) days following its notice to prepare for closing. If LICENSOR does not exercise its right of first refusal, MASTER LICENSEE or the Owner m...
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Licensor’s Right of First Refusal. If Licensee or an Owner proposes to Transfer this Agreement or its interest herein or in the Center, in whole or in part, Licensee must first deliver a statement to Licensor offering to sell to Licensor the Licensee’s or Owner’s interest in this Agreement and the land, building, equipment, furniture and fixtures and any other assets or leasehold interests used in the operation of the business. If the proposed Transfer involves an offer from a third party, then Licensee must obtain from the third-party offeror and deliver to Licensor a statement, in writing, signed by the offeror and by Licensee, of the binding terms of the offer. If the Transfer does not involve an offer from a third party, then the purchase price for Licensor’s purchase of assets described above will be the fair market value of the assets but shall not include the value of any goodwill of the business, as the goodwill of the business is attributable to the Marks and the System. If Licensee disagrees with the value of the Center as determined by Licensor, then Licensee and Licensor shall each hire an appraiser (or a single appraiser, if they so agree) to value the assets. If the appraisals are within twenty percent (20%) of each other, then the difference between the two shall be equally divided to establish the price at which Licensor may exercise its first right and option. If the difference between the appraisals is greater than twenty percent (20%), then the issue of the fair market value of such consideration shall be determined by a third appraiser selected by the other two appraisers and whose decisions shall be final, except that it may not be lower or higher than the lowest appraisal and highest appraisal, respectively, determined by the first two appraisers. Licensor and Licensee will each pay one-half of the appraiser’s fees and expenses. Licensor then has forty-five (45) days from its receipt of the statement setting forth the third-party offer or the appraiser’s report, as applicable (and all other information requested by Licensor) to accept the offer by delivering written notice of acceptance to Licensee. Licensor will have an additional forty-five (45) days to complete the purchase if Licensor elects to exercise its right of first refusal. Licensor’s acceptance of any right of first refusal will be on the same price and terms set forth in the statement delivered to Licensor; provided, however (and regardless of whether the following are inconsistent with the price and terms...
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Related to Licensor’s Right of First Refusal

  • Company’s Right of First Refusal Before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 5 (the “Right of First Refusal”).

  • Right of First Refusal Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve (12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants or other advisors approved by the Board, (iii) issuances to strategic partners or other parties in connection with a commercial relationship, or providing the Company with equipment leases, real property leases or similar transactions approved by the Board (iv) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

  • Waiver of Right of First Refusal The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.

  • Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.

  • 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").

  • Company Right of First Refusal (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11.

  • 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.

  • Termination of Right of First Refusal The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

  • 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.

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