Offer Rights Clause Samples

The Offer Rights clause grants a party the opportunity to purchase or invest in an asset, security, or interest before it is offered to others. Typically, this clause outlines the process by which the offering party must notify the rights holder of the terms of the proposed offer, giving them a specified period to accept or decline. By establishing a clear order of priority, the clause ensures that the rights holder has a fair chance to participate, thereby protecting their interests and preventing unexpected dilution or loss of opportunity.
Offer Rights. Each Party agrees that prior to engaging in any business not contemplated herein or otherwise conducted by a Party as of the Effective Date (each, an "EXPANSION BUSINESS"), it shall offer to the other Party the opportunity to participate as an equal partner in such Expansion Business and, for a period of three (3) months, the Parties shall negotiate in good faith with respect to a collaboration for such Expansion Business (the "RIGHT OF FIRST OFFER"). If a Party declines the Right of First Offer, the Party providing the Right of First Offer shall have the right to pursue such business in the Territory exclusively.
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Offer Rights. At least 30 days prior to any Transfer of Stockholder Shares by any Stockholder, the Stockholder proposing to make such Transfer (the "Offering Stockholder") shall deliver a written notice (the "Transfer Notice") to the Corporation and VPC, specifying in reasonable detail the number of Stockholder Shares to be transferred, the proposed purchase price (which shall be payable solely in cash)(the "Proposed Purchase Price") and the other terms and conditions of the Transfer. The Corporation may elect to purchase all (but not less than all) of the Stockholder Shares to be Transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such election to the Offering Stockholder within 20 days after the Transfer Notice has been received by the Corporation. If the Corporation has not elected within such 20 day period (the "Offer Period") to purchase all of the Stockholder Shares to be Transferred, then VPC may elect to purchase all (but not less than all) of the Stockholder Shares on the same terms and conditions as the Corporation. If VPC has not elected within 10 days after the Offer Period (the "Extended Offer Period") to purchase all of the Stockholder Shares to be Transferred, the Offering Stockholder may, during the 180-day period immediately following the expiration of the Extended Offer Period (the "Third Party Offer Period"), Transfer the Stockholder Shares specified in the Transfer Notice at an aggregate price which is not less than the Proposed Purchase Price and on other terms which are not, in the aggregate, more favorable to the transferee(s) than specified in the Transfer Notice. Stockholder Shares not Transferred within the Third Party Offer Periods permitted by the foregoing provisions may not be Transferred thereafter except upon further compliance with the provisions of this Section 4 as if a Transfer Notice had never been given with respect thereto.
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Offer Rights. A Stockholder (following January 16, ------------------ 1999 with respect to a Silverado Stockholder) may Transfer Preferred Stock, Common Stock or Warrants, except as permitted in Section 2.5 hereof, only for a cash purchase price (and/or a promissory note) and only in compliance with the provisions of this Section 3. A Stockholder desiring to Transfer Securities in compliance with this Section 3 (a "Selling Stockholder") shall first deliver written notice to the Company (hereinafter referred to as the "Notice of Offer") which Notice of Offer shall specify (i) the number of Securities owned by the Selling Stockholder which such Selling Stockholder wishes to sell (the "Offered Securities"); (ii) the proposed cash purchase price (including the terms of any promissory note) for the Offered Securities (the "Offer Price"); and (iii) all other terms and conditions of the offer. The Company shall promptly deliver a copy of the Notice of Offer and the related documents to all other Stockholders. The Notice of Offer shall constitute an irrevocable offer by the Selling Stockholder to sell to the other Stockholders the Offered Securities at the Offer Price for cash (including amounts payable under any promissory notes, discounted as set forth below) under the same terms and conditions contained in the Notice of Offer. For purposes of any computation of value made under this Section 3, the present value of any amount to be paid in the future shall be determined by discounting such amount to present value using an interest rate of 15%.
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Offer Rights a. Offer Rights confer a contractual entitlement to an offer of at least one course for any given semester, according to the assignment procedure in 4.02.
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Offer Rights. During the term of the Lease, including the Building 1 Extended Term and the Building 2 Extended Term, Tenant shall have a right of first offer with respect to each of the following buildings at the Center: (A) Hr-B: 70,000 square feet of Rentable Area and currently occupied by Q-Logic ("HT-B"); (B) Hr-A: 54,910 square feet of Rentable Area and currently occupied by Emulex ("HT-A") (C) HT-15: 82,106 square feet of Rentable Area and currently occupied by PacifiCare ("HT-15"). HT-B, HT-A and HT-15 are each herein referred to as a "First Offer Building" and are collectively referred to as the "First Offer Buildings." Such right of first offer shall be on the following terms and conditions: (a) If a First Offer Building becomes available for lease, as defined below, Landlord shall in writing notify Tenant of such availability and of the terms upon which Landlord is prepared to lease such First Offer Building to Tenant or a third party. Such written notice shall contain the information set forth in subparagraph (b) below. As used herein, the term "available for lease" means that the current lease for such First Offer Building expires without an agreed extension or renewal or is terminated by court order or mutual agreement. A First Offer Building shall not be deemed to be "available for lease" upon expiration of the existing lease term with respect thereto if the tenant of such building continues in occupancy pursuant to an option set forth in such lease or an agreed extension or renewal of the existing lease term.
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Offer Rights 
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Related to Offer Rights

  • Transfer Rights Subject to the provisions of Section 8 of this Warrant, this Warrant may be transferred on the books of the Company, in whole or in part, in person or by attorney, upon surrender of this Warrant properly completed and endorsed. This Warrant shall be canceled upon such surrender and, as soon as practicable thereafter, the person to whom such transfer is made shall be entitled to receive a new Warrant or Warrants as to the portion of this Warrant transferred, and Holder shall be entitled to receive a new Warrant as to the portion hereof retained.

  • Our Rights You acknowledge that We are not obligated to use Your Contribution as part of the Material and may decide to include any Contribution We consider appropriate.

  • 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.

  • per Right No fractional shares will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts), but in lieu thereof, a cash payment shall be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented by the Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. Attest: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

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