PRE-EMPTION. 13.1.1 The Landlord covenants with the Tenant that it shall not during the term of this Lease allow a marketing for sale and/or a Disposition of the whole or part of the Property unless it has first given at least 90 days prior written notice ("the Landlord's Notice") to the Tenant that it proposes to do so, giving full and accurate particulars of the proposed terms under which the Landlord would agree to sell the Property to the Tenant including a proposed offering price for the Property.
13.1.2 The Tenant shall within 15 days of the date of the Landlord's Notice give to the Landlord written notice ("the Tenant's Notice") that it wishes to purchase the Property on the terms as set out in the Landlords Notice. If the Tenant fails to serve a Tenant's Notice within the aforementioned 15 days the Tenant shall be deemed not to intend to exercise its rights of pre-emption and the Landlord shall be deemed to have complied with the provisions hereunder and shall be entitled to proceed to deal with the Property during the period of 12 months after the expiration of the aforementioned 15 day period to serve a Tenant's Notice as it sees fit although it must not dispose of the Property for an amount less than 5% below the price offered to the Tenant in the Landlord's notice and on terms no less beneficial to those offered to the Tenant and after the expiration of the 12 month period if there has been no disposal then the provisions of this clause will continue to apply.
13.1.3 If the Tenant shall serve the Tenants Notice to purchase the Property the following conditions shall apply:
13.1.3.1 the estate and interest of the Landlord in the Property shall be sold subject to the Standard Commercial Property Conditions (Second Edition) so far as they are applicable to and not inconsistent with or varied (expressly or impliedly) by these conditions of sale;
13.1.3.2 the purchase shall be completed within 30 days after the date of the Tenant's Notice;
13.1.3.3 the purchase shall be effected by a contract for sale and transfer the form of which determined by the parties acting reasonably but so far as possible based on the contract for sale dated 14 June 2005 made between the Huntingdon Life Sciences Limited (1) and the Landlord (2);
13.1.3.4 the purchase of the Property shall be made with vacant possession (other than in respect of this lease) on completion and free of all financial charges;
13.1.3.5 the purchase shall be on the basis that the Landlord knows of no overiddin...
PRE-EMPTION. (i) If the Company proposes to issue any new units of Membership Interest or other securities convertible into, or carrying the right to subscribe for, units of Membership Interest in the Company, after the date of this Agreement (“New Securities”), those New Securities shall not be issued to any person unless the Company has in the first instance offered them to the Subscriber on the same terms and at the same price as those New Securities are being offered to other persons on a pari passu and pro rata basis to the number of units of Membership Interest held by the Subscriber (as nearly as may be without involving fractions). The offer shall be in writing, be open for acceptance from the date of the offer to the date 20 days after the date of the offer (inclusive) (the “Subscription Period”) and give details of the number and subscription price of the New Securities.
(ii) The preemptive rights established by Section 5(a)(i) shall have no application to any of the following New Securities: (a) Membership Interests and/or options, warrants or other Membership Interest purchase rights and the Membership Interests issued pursuant to such options, warrants or other rights issued or to be issued after the date hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to share purchase or share option plans or other arrangements that are approved by the Company’s Board of Directors (the “Board”); (b) any New Securities issued pursuant to an acquisition by the Company of the capital stock or assets of another company (including by way of merger or consolidation), provided such acquisition is approved by the Board; (c) any New Securities issued in connection with any Membership Interest split, dividend on or recapitalization of the outstanding equity securities of the Company; (d) any New Securities issued pursuant to arrangements with the Company’s vendors or suppliers, any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution, in each case provided that such arrangement or financing is approved by the Board; Membership Interests, options or convertible securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the disinterested directors of the Company; (e) Membership Interests, options or convertible securities issued in connection with sponsored r...
PRE-EMPTION. The Member acknowledges and agrees that Toronto FC and/or MLS may cancel, postpone, reschedule or relocate matches included in the Member’s Membership for any reason, as determined in its/their sole discretion, as well as to modify or discontinue, temporarily or permanently, any aspect of the rules, operations and presentations of Toronto FC matches (“Pre-emption”).
PRE-EMPTION. 12 To the extent allowed by law, the provisions of this Agreement shall supersede 13 the provisions of any statute, executive order, local ordinance, rule, or policy with which 14 they specifically conflict. This preemption provision is authorized by Section 142.160 of 15 the Texas Local Government Code, and the parties have expressly agreed that each and 16 every provision involving or creating such a conflict shall have the effect of superseding 17 the statutory standard or result which would otherwise obtain, in the absence of this 18 agreement. This provision is of the essence to the bargain and agreement which has been 19 reached.
PRE-EMPTION authorizing the directors of Azur to make the allotments of Azur shares contemplated by this Agreement on a non pre-emptive basis;
PRE-EMPTION. The Township of Amaranth shall have the right to pre-empt use of the facility. If feasible, the Township of Amaranth will make a reasonable effort to contact the RENTER regarding the pre-emption.
PRE-EMPTION. RIGHTS The Vendors irrevocably waive and undertake to procure that any other person having such rights shall by Completion have irrevocably waived all and any rights of pre-emption or other restrictions on transfer over or in respect of the Shares existing by virtue of the articles of association of the Company or otherwise.
PRE-EMPTION. DETV/ATL may pre-empt the broadcast of Programming and Promo Time on the Display, upon the occurrence of any force majeure, as previously defined, or for scheduled maintenance of the Display, or where prior written permission is obtained from CNN.
PRE-EMPTION. 10.1 Subject to clauses 11, 12, 13, 14, 15, 16, 19, 20 and 32, it is recorded and agreed that the holder of Class “B” Shares shall not be entitled to Dispose of any Class “B” Shares and, following the conversion of the Class "B" Shares into Class "A" Shares, M5 shall not be entitled to Dispose of any Class "A" Shares in terms of this clause 10 prior to the 5th (fifth) anniversary of the Implementation Date and, after such date, M5 may Dispose of Class "A" Shares in terms of this clause 10.
10.2 Subject to the provisions of clauses 9, 10.1, 11, 12 and 13, if any Shareholder (referred to below as the Seller), receives an offer for, or otherwise wishes to Dispose of, all or some of its Shares in the Company and a corresponding amount of its Claims (Sale Equity) to, a bona fide third party (Third Party Offer) (provided that Shares shall not be offered to or otherwise transferred to a Competitor of the Company) such shareholder must:
10.2.1 if the Seller is BLT, first offer the Sale Equity in writing to NET1;
10.2.2 if the Seller is NET1, first offer the Sale Equity in writing to BLT;
10.2.3 if the Seller is any member of M5, first offer the Sale Equity in writing to BLT, NET1 and the other members of M5 pro rata to their percentage shareholding in the Company;
10.2.4 if the Seller is SPV1, first offer the Sale Equity in writing to the other Shareholders, other than SPV2 and SPV3;
10.2.5 if the Seller is SPV2, first offer the Sale Equity in writing to the other Shareholders, other than SPV1 and SPV3;
10.2.6 if the Seller is SPV3, first offer the Sale Equity in writing to the other Shareholders, other than SPV1 and SPV2; or
10.2.7 if the Seller is any Shareholder other than BLT, NET1, any member of M5, SPV1, SPV2 or SPV3, offer the Sale Equity in writing to all the other Shareholders pro rata to their percentage shareholding in the Company, (collectively referred to as the Offer Notice) on the terms and conditions as set out in the Third Party Offer.
10.3 The Offer Notice should set out full details of:
10.3.1 the Sale Equity, it proposes to Dispose of;
10.3.2 the name of the proposed purchaser and of any person who Controls the proposed purchaser, or where there is no proposed purchaser, then this fact must be stated;
10.3.3 the price per Share and the amount payable for the Claims, if any (all of which is payable on Completion in accordance with clause 17.5) (Proposed Purchase Price);
10.3.4 the warranties (if any) the Seller proposes to give the proposed purc...
PRE-EMPTION. 80 14.2 Notice............................................................................................81 14.3 Offer.............................................................................................81 14.4
