Option and Right of First Refusal Sample Clauses

Option and Right of First Refusal. (a) CystoMedix hereby grants Uroplasty the exclusive right and option to acquire all but not less than all of the assets of CystoMedix (the “Option”) pursuant to the asset purchase agreement attached as Exhibit A hereto (the “Asset Purchase Agreement”). Uroplasty may exercise this Option at any time beginning on January 1, 2006, but not later than 5:00 p.m. Central Time on June 30, 2008, by providing an executed copy of the Asset Purchase Agreement to CystoMedix. (b) In addition, if at any time before Uroplasty exercises its Option (including prior to the date that Uroplasty may first exercise the Option), CystoMedix receives a bona fide written offer by a third party, acceptable to CystoMedix, for the “Sale and Purchase” (as defined below) of CystoMedix (the “Written Offer”), Uroplasty shall have the first right and option (the “Right of First Refusal”) to consummate the transaction described in the Written Offer (at Uroplasty’s sole election) either (a) on the terms and conditions described in the Written Offer or (b) pursuant to the terms of the Asset Purchase Agreement. Upon receipt of the Written Offer, CystoMedix shall immediately deliver a copy of the Written Offer to Uroplasty. Uroplasty shall exercise its Right of First Refusal by giving written notice to CystoMedix within thirty (30) days of receiving a copy of the Written Offer. In the event that Uroplasty does not exercise the Right of First Refusal, CystoMedix may consummate a Sale and Purchase transaction pursuant to the terms of the Written Offer within 120 days of the date of the Written Offer; provided, that the purchaser or successor to CystoMedix or its assets agrees in writing to be bound by the provisions of this Agreement (including Uroplasty’s Option rights with respect to the assets or business formerly of CystoMedix that is purchased or otherwise acquired by the purchaser or successor pursuant to the Sale and Purchase transaction). If CystoMedix does not consummate the Sale and Purchase transaction within such 120-day period, the Right of First Refusal shall thereafter again apply. The term “Sale and Purchase” includes one or a combination of (a) a sale of all or substantially all of the assets of CystoMedix, (b) an issuance, sale or transfer of CystoMedix’s equity securities (including securities convertible into equity securities) representing a majority interest of CystoMedix following the consummation of the transaction, (c) a merger or consolidation of CystoMedix with or into ...
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Option and Right of First Refusal. In the event of an Opt-Out elected by Biodesix, AVEO agrees to grant and hereby grants to Biodesix an exclusive first option to negotiate in good faith with AVEO a development and commercialization agreement relating to any serum-based, mass spectrometry assay that AVEO may be interested in developing and commercializing in connection with Ficlatuzumab (“Option”). The Option shall automatically vest upon the effective date of the Opt-Out. The period of any such Option shall commence upon receipt of an appropriate written communication from AVEO to Biodesix, up to and through [***] from the date of such receipt (“Option Period”), where the written request shall set forth AVEO’s desire to negotiate a definitive development and commercialization agreement in connection with such serum-based mass spectrometry assay. In the event that the Parties, after negotiating in good faith, do not agree on terms for an agreement within the Options Period, AVEO shall be free to negotiate an agreement with any Third Party, provided however that AVEO agrees to grant and hereby grants to Biodesix a first right of refusal for any such subsequent license offered to any such Third Party (“ROFR”), but prior to execution of any such license with such Third Party; wherein the ROFR shall first permit Biodesix to review and, if desired, execute a license with terms at least as favorable as those being offered to said Third Party. The period of such ROFR shall commence on the expiration of the Option Period and continue through a term of [***] thereafter (“ROFR Period”).
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Option and Right of First Refusal. The Corporation is hereby granted the option and right to purchase any or all of the Shares at the purchase price set forth in Section 2(a) that any Shareholder (including, in the event of death, incompetency, insolvency or bankruptcy of any Shareholder, any legal representatives of such Shareholder) proposes to sell, assign, transfer or dispose in any other manner. The Shareholder proposing to sell, assign, transfer or dispose of any or all of his Shares to a third party shall obtain a written offer from 2 (a) shall not apply to (A) a proposed sale as part of a public offering of the Shares pursuant to a registration statement under the Securities Act of 1933 or Regulation A thereunder; (B) a sale, transfer or disposition that takes place as part of a corporate reorganization or pursuant to a plan of merger or consolidation duly adopted by the stockholders of the Corporation; or (C) a proposed transfer by the Shareholder to his spouse or issue or a trust for the benefit of such persons, or any transfer by operation of law to any such transferee, provided that any such transferee shall become a party to this Agreement and agree in writing to join herein and be bound hereby. (The sale, transfer or disposition specified in subclause (C) is hereinafter referred to as a "Permitted Transaction" and the transferee is hereafter referred to as a "Permitted Transferee.")
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Option and Right of First Refusal. This Agreement Granting Option and Right of First Refusal (“Agreement”) is dated , 2024, and is entered into by and between CHARTER TOWNSHIP OF WATERFORD, a Michigan municipal corporation (“Township”), having an address of 0000 Xxxxx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, and WATERFORD SCHOOL DISTRICT, a Michigan general powers school district, (“WSD”), having an address of 000 X. Xxxx Lake Road, Waterford, Michigan 48328, for the purpose of granting to WSD a right of first refusal, on and subject to the terms and conditions of this Agreement, for the following real property situated in Waterford Township, County of Oakland, State of Michigan, described as follows:
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Option and Right of First Refusal. Landlord shall grant Tenant the Option to Purchase the Building at the estimated sales price of $4,300,000 during the first twelve months of the lease term. The final sales price shall be established after Tenant has approved the final working drawings. When final working drawings have been approved by Tenant. Landlord shall provide tenant with a cost breakdown of improvement costs and a final sales price for the Option to Purchase. Landlord and Tenant shall approve all costs prior to construction, Further Landlord shall grant Tenant the Right of First Refusal to purchase the building during the second twelve (12) months of the lease term. If during the second twelve (12) months of the lease term another Buyer agrees to buy the property and Landlord agrees to sell the property under agreed upon terms and conditions. Landlord shall notify Tenant, in writing, and Tenant shall have five (5) days to accept the terms and conditions acceptable to the Landlord.
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Option and Right of First Refusal. 55 17.1 Option to Purchase and Right of First Refusal (Housing) 55 17.2 Right of First Refusal (Retail) 56 ARTICLE 18 – MISCELLANEOUS 56 18.1 Landlord’s Representations and Warranties. 56 18.2 Tenant’s Representations and Warranties. 57 18.3 Survival of Representations, Warranties and Covenants. 58 18.4 Further Assurances 58 18.5 Estoppel Certificate. 58 18.6 Notices. 58 18.7 Attorneys’ Fees. 59 18.8 Headings. 60 18.9 Rights of Successors. 60 18.10 Amendments in Writing. 60 18.11 No Brokers. 60 18.12 Negation of Partnership. 60 18.13 Time of Essence. 60 18.14 Interpretation. 60 18.15 Applicable Law; Severability. 61 18.16 Exhibits. 61 18.17 Short Form of Lease. 61 18.18 Landlord's Rights of Inspection. 61 18.19 Nonmerger of Fee and Leasehold Estates. 61 18.20 Counterparts. 62 18.21 Interest On Past Due Obligations. 62
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Option and Right of First Refusal. Landlord and Tenant have entered into that certain Option to Purchase Agreement (Housing) in form as attached to the DDA as Attachment No. 20, and that certain Right of First Refusal (Retail) in form as attached to the DDA as Attachment No. 21, and memoranda thereof, concurrently with delivery of this Lease. The terms of these agreements are summarized below for convenience. In the event of a conflict between these summaries, on the one hand, and the Option to Purchase Agreement (Housing) and the Right of First Refusal (Retail), on the other, the terms of the Option to Purchase Agreement (Housing) and the Right of First Refusal (Retail) shall control.
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Option and Right of First Refusal. Each of the parties shall have the option and right of first refusal to purchase the Membership Interest owned by the other, at the price and in accordance with the terms of this Section 10.2, upon any involuntary or proposed voluntary transfer of such Membership Interest or any portion thereof or interest therein.
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Option and Right of First Refusal 
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Related to Option and Right of First Refusal

  • Right of First Refusal (a) The Shares acquired pursuant to the exercise of this Option may be sold by the Optionee only in compliance with the provisions of this Section 7, and subject in all cases to compliance with the provisions of Section 6(b) hereof. Prior to any intended sale, Optionee shall first give written notice (the “Offer Notice”) to the Company specifying (i) his or her bona fide intention to sell or otherwise transfer such Shares, (ii) the name and address of the proposed purchaser(s), (iii) the number of Shares the Optionee proposes to sell (the “Offered Shares”), (iv) the price for which he or she proposes to sell the Offered Shares, and (v) all other material terms and conditions of the proposed sale. (b) Within thirty (30) days after receipt of the Offer Notice, the Company or its nominee(s) may elect to purchase all or any portion of the Offered Shares at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (the “Acceptance Notice”) to the Optionee specifying the number of Offered Shares that the Company or its nominees elect to purchase. Within fifteen (15) days after delivery of the Acceptance Notice to the Optionee, the Company and/or its nominee(s) shall deliver to the Optionee payment of the amount of the purchase price of the Offered Shares to be purchased pursuant to this Section 7, against delivery by the Optionee of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. Payment shall be made on the same terms as set forth in the Offer Notice or, at the election of the Company or its nominees(s), by check or wire transfer of funds. If the Company and/or its nominee(s) do not elect to purchase all of the Offered Shares, the Optionee shall be entitled to sell the balance of the Offered Shares to the purchaser(s) named in the Offer Notice at the price specified in the Offer Notice or at a higher price and on the terms and conditions set forth in the Offer Notice; provided, however, that such sale or other transfer must be consummated within sixty (60) days from the date of the Offer Notice and any proposed sale after such sixty (60) day period may be made only by again complying with the procedures set forth in this Section 7. (c) The Optionee may transfer all or any portion of the Shares to a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such transfer being subject to the right of first refusal set forth in this Section 7, provided that the Shares so transferred shall remain subject to the terms and conditions of this Option Agreement and no further transfer of such Shares may be made without complying with the provisions of this Section 7. (d) Any Successor of Optionee pursuant to Section 5 hereof, and any transferee of the Shares pursuant to this Section 7, shall hold the Shares subject to the terms and conditions of this Option Agreement and no further transfer of the Shares may be made without complying with the provisions of this Section 7. (e) The rights provided the Company and its nominee(s) under this Section 7 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

  • 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. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

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

  • 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.

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