PRE-EMPTION RIGHTS. 9.1 If the CBC intends to sell Selected Mortgage Receivables (as defined in Schedule 4) and the Beneficiary Rights relating thereto on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Selected Mortgage Receivables and the Beneficiary Rights relating thereto for sale on the same terms to the Transferor or any third party appointed by the Transferor, by sending a notice substantially in the form of an Offer Notice as set out in Schedule 4 detailing all Selected Mortgage Receivables in the Annex thereto. Such offer can be accepted in full but not in part by the Transferor or third party nominated by such offeree, within the time limit set out in such Offer Notice. The Security Trustee shall sign such Offer Notice.
9.2 If the Transferor accepts the CBC's offer to sell the Selected Mortgage Receivables, the Transferor shall promptly sign and return, or procure the prompt signing and returning of, a duplicate copy of the Offer Notice, which shall constitute a sale by the CBC to the Transferor and a release of the rights of pledge on the Selected Mortgage Receivables described therein by the Security Trustee under the condition precedent (opschortende voorwaarde) of payment of the purchase price specified in the relevant Offer Notice. Completion of the assignment contemplated by such sale shall take place on the CBC Payment Date first occurring after receipt by the Transferor of such Offer Notice or such other date as the CBC may direct in the Offer Notice. On or prior to such date the Transferor shall:
(a) pay to the CBC Account or such other account as the CBC may direct, an amount in cash equal to the purchase price specified in the relevant Offer Notice; and
(b) offer the Offer Notice signed by the CBC, the Security Trustee and itself at its own costs and expenses to the Dutch tax authorities for registration or execute such Offer Notice before a civil law notary.
9.3 If the Transferor rejects or fails within the requisite time limit as set out in the Offer Notice to accept in full the CBC's offer to sell, then the Selected Mortgage Receivables shall be offered for sale by the CBC to any third party on substantially the same terms.
9.4 If the CBC intends to sell Substitution Assets on terms permitted or required by the Asset Monitoring Agreement, it shall first offer such Substitution Assets for sale to the Transferor or any third party appointed by the Transferor on the same terms, and substantially in the manner as se...
PRE-EMPTION RIGHTS. Each Rollover Shareholder hereby waives any pre-emption rights they may have (whether pursuant to the articles of association of Midco or otherwise) in connection with the transfer of the Bidco Loan Notes pursuant to the exercise and completion of either Option.
PRE-EMPTION RIGHTS. The Seller hereby irrevocably waives and undertakes to procure the waiver of all rights of pre-emption over the Shares or any of them to which he or any other person is or may be entitled in relation to the sale and purchase of the same.
PRE-EMPTION RIGHTS. Both Parties will have a preemption right at the fair market value (estimated by an independent international auditor firm chosen by both Parties) on the other Party’s shares when such Party wishes to sell its shares to a Third Party (such transfers, except for intra-group transfers, would not be permitted for an initial stand still period to be agreed upon between the Parties).
PRE-EMPTION RIGHTS. Each Joint Offeror hereby waives any pre-emption rights they may have (whether pursuant to the articles of association of Midco or otherwise) in connection with the transfer of the Bidco Loan Notes pursuant to the exercise and completion of either Option.
PRE-EMPTION RIGHTS. Each of the Vendors irrevocably waives 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 Co mpany, or otherwise. 5 WARRANTIES Each of the Vendors hereby warrants to the Purchaser that:
PRE-EMPTION RIGHTS. 7.3.1 On completion of Lock-in period (as defined herein below) and subject to Clause 7.2, any Shareholder proposing to sell all of its Shares to a third party (“Offered Shares”), such Shareholder (hereinafter referred to as the ‘Offeror’) shall first give Notice in writing (hereinafter called the ‘Transfer Notice’) to the other Shareholders (hereinafter referred to as the ‘Offeree’) stating that it desires to sell the same to a third party unless they are bought by the Offeree in accordance with the provisions of this Clause. Such sale shall be only of the entire shareholding of the concerned Shareholder and not of any part of such shareholding. The Transfer Notice shall state the name and other particulars of such third party who has made the bona fide offer to purchase Shares held by the Offeror, price at which the Shares are offered for sale and all terms and conditions of the offer. A Transfer Notice shall not be revocable except with the sanction of the Offeree. The Transfer Notice shall state that the offer may be accepted within 20 (Twenty) Business Days of the date of receipt of Transfer Notice. For the purpose of this Clause an offer shall be deemed to be accepted by an Offeree on the day on which the acceptance is received by the Offeror within the period stipulated in the Transfer Notice. The payment of prescribed price of the Shares offered for sale and the delivery of such Shares shall take place simultaneously.
7.3.2 The Offeree shall inform the Offeror its acceptance of the offer to buy the Offered Shares or part thereof; provided that the Offeror shall not be obliged to sell the Shares accepted by the Offerees unless the total acceptances are equal to or more than the Offered Shares. It is clarified that if the acceptance(s) by the Offeree(s) is for Shares which aggregate to more than the Offered Shares, the Offered Shares shall be allocated to the Offeree(s) in proportion to their respective acceptances. Subject to the other provisions in this Clause 7, if the Offeree does not accept the offer of the Offeror within the period specified in Clause 7.3.1 above, the Offeror shall be entitled to sell the Offered Shares to a third party (not being a competitor of Company) at a price not lower than that offered to the Offeree and no more favourable terms than those offered to the Offeree. Provided however, the Offeror shall subject to obtaining requisite approvals be obliged to complete the transfer of the Offered Shares on a spot delivery basis...
PRE-EMPTION RIGHTS. In case of an intended sale of the entire or parts of the Licensed Products to a third party, in case of a change of ownership of Superclick, or in case of Superclick becoming subject to insolvency proceedings Swisscom shall have the first right to purchase such Licensed Products at a price matching or exceeding the highest offer for the acquisition of the Licensed Product(s) from the proposed third party purchaser.
PRE-EMPTION RIGHTS. Every Member (“the Vendor”) who wishes to transfer any Shares and/or the corresponding Shareholder’s Loan shall give to the Company at the Office notice in writing (“the Transfer Notice”).
PRE-EMPTION RIGHTS. Each Seller waives, and will procure that any other person waives, any right of pre-emption which each may have in respect of its Sale Share(s), whether pursuant to the Articles of Association of the Company or otherwise howsoever arising.
