Preference Rights Clause Samples

Preference Rights. If a third party, who has been offered a property which constitutes a portion of the Acquired Assets with respect to which a portion of the Purchase Price is to be allocated and which is subject to preference rights in favor of such third party (a "Preference Property"), elects prior to Closing to purchase such Preference Property in accordance with the terms of such preference right, and Seller and Purchaser receive written notice of such election prior to the Closing, such Preference Property will be eliminated from the Acquired Assets and the Purchase Price shall be reduced by the portion of the Purchase Price allocated to such Preference Property. If a third party who has been offered a Preference Property or who has been requested to waive its preference right with respect to any Preference Property does not elect to purchase such Preference Property or waive such Preference Right with respect to the transactions contemplated by this Agreement prior to the Closing, such Preference Property shall be conveyed to Purchaser at Closing subject to such preference right, unless such Preference Property has been otherwise eliminated from the Acquired Asserts in accordance with other provisions of this Agreement. If a third party elects to purchase a Preference Property subject to a preference right and Closing has already occurred with respect to such Preference Property, Buyer shall be obligated to convey said Preference Property to such third party and shall be entitled to the consideration for the sale of such Preference Property. Purchaser acknowledges that Seller desires to sell all of the Acquired Assets and would not have entered into this Agreement but for Purchaser's agreement to purchase all of the Acquired Assets as herein provided. Accordingly, it is expressly understood and agreed that Seller does not desire to sell any Preference Property unless the sale of all of the Acquired Assets is consummated at the Closing in accordance with the terms of this Agreement. In furtherance of the foregoing, Seller's obligation hereunder to sell the Preference Proprieties to Purchaser is expressly conditioned upon the consummation at the Closing of the sale of all of the Acquired Assets in accordance with the terms of this Agreement, either by conveyance to Purchaser or conveyance pursuant to an applicable preference right; provided that, nothing herein is intended or shall operate to extend or apply any preference right to any portion of the Acquired Assets wh...

Preference Rights. Schedule 3.23 sets forth all Preference Rights (as defined in Section 10.16) arising from the consummation of the transactions contemplated by this Agreement, other than those Preference Rights that are not reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Preference Rights. The PIK Preferred Stock will have a liquidation preference of $25.00 per share, plus accrued but unpaid dividends thereon.

Preference Rights. 14 Section 3.24 Brokerage Fees and Commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 3.25 Tax Treatment and Pooling of Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 3.26 Registration Statement and Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 ARTICLE IV Representations and Warranties of Parent

Preference Rights. Nothing contained herein shall be construed to prevent the Board of Directors of the Corporation from issuing one (1) or more series of Preferred Stock with dividend and/or liquidation preferences junior to the dividend and liquidation preferences of the Series AA Preferred Stock.

Preference Rights. Neither PRCT nor any Affiliate of PRCT has entered into any agreement that makes the Leases or the Lease Option Agreement subject to any Preference Rights and neither PRCT nor any Affiliate of PRCT is bound by any Preference Right affecting any of the Leases or the Lease Option Agreement, other than this Agreement, the Exploration Agreement and the Initial Operating Agreement.

Preference Rights. Except as shown on Schedule 5.5(b) and Schedule 5.21, there are no Preference Rights or Transfer Requirements required to be obtained or complied with prior to the Closing. Schedule 5.5.(b) and Schedule 5.21 include detailed information regarding (i) the Preference Rights and Transfer Requirements included in such Schedules and (ii) each party whose interest is subject to such Preference Rights or Transfer Requirements.

Preference Rights. If after the Closing, a third party properly and lawfully exercises a Preference Right to purchase either Production Payment or any portion thereof (whether or not such purchase is as a part of a purchase of any Subject Interest or any portion thereof), then Buyer will reconvey such Production Payment or such portion thereof to Seller in order that Seller may make the necessary conveyance to such third party purchaser, and Seller and Buyer shall amend the applicable Conveyance (including the Scheduled Quantities listed therein) accordingly. The consideration payable by such third party purchaser upon the exercise of such preferential right shall be paid over by Seller to Buyer in consideration of Buyer's reconveyance. Since the entire purchase price paid hereunder by Buyer for both Production Payments consists of both the Cash Purchase Price and Buyer's assumption of certain hedging contracts with Swap Counterparty pursuant to the Novation Agreement, Seller and Buyer shall together decide whether to request Swap Counterparty to permit such third party purchaser, as part of its purchase price, to assume a proportionate portion of the liabilities under such hedging contracts or whether to calculate the value of such liabilities as a component of the cash purchase price to be paid by such third party purchaser. Seller will also indemnify and hold harmless Buyer for any losses and expenses suffered by Buyer as the result of the exercise of any such preferential right to purchase, to the extent not compensated by the payment to Buyer of the consideration paid by such third party purchaser.

Preference Rights. Except as disclosed in Schedule 5, to the knowledge of Seller, the Net Profits Interest is not and will not be subject to, and Seller is not bound by, any Preference Rights which apply to the conveyance of the Net Profits Interest to Buyer or the execution, delivery or performance of any of the transactions contemplated by the Transaction Documents and which, if not waived or satisfied, could reasonably be expected to adversely affect the value of the Net Profits Interest, or could reasonably be expected to interfere in any material respect with the transactions contemplated by this Agreement or the other Transaction Documents.