Preferential Purchase Right. Prior to the Company’s initial public offering of its equity securities pursuant to a registration statement filed and declared effective by the Securities Act, should the Optionee at any time desire to dispose of all or a portion of the Shares issuable pursuant to this Option, the Optionee shall promptly give notice to the Company (the “Disposition Notice”). The Disposition Notice shall set forth all relevant information with respect to the proposed disposition, including the name and address of the prospective acquiror, the purchase price (and any related information that is required by the Company), the number of Shares that are the subject of the disposition and any other terms and conditions of the proposed disposition. The Company shall have the preferential right to acquire such Shares for an amount in cash equivalent to the consideration set forth in the Disposition Notice. If the purchase price set forth in the Disposition Notice is in the form of a promissory note, in lieu of cash, the Company may, at its option, acquire the Shares by issuing a promissory note to the Optionee on the same terms and conditions set forth in the Disposition Notice. If within 15 days the Company and the Optionee are unable to agree on a cash equivalent for any non-cash consideration described in the Disposition Notice, the cash consideration payable by the Company to the Optionee shall be based on the Fair Market Value determined in accordance with this Agreement. The Company shall have 30 days following receipt of the Disposition Notice in which to notify the Optionee whether the Company desires to exercise its preferential right. If the Company does not respond during the applicable period, it shall be deemed to have waived such right and the Optionee shall have the right, subject to compliance with this Agreement and the Plan, to dispose of the Shares stated. in the Disposition Notice to the proposed assignee strictly in compliance with the terms of the Disposition Notice for a period of 60 days after the expiration of the preferential right. If, however, the Optionee fails to so dispose of the Shares within such 60-day period, the proposed disposition shall again become subject to the preferential right set forth in this Section 11.
Preferential Purchase Right. Except for Dispositions permitted in accordance with Section 4.2(e) and Section 4.3(d), if a Member at any time proposes to Dispose of all or any portion of its Membership Units in a transaction that complies with the requirements of Section 4.2, then such Member shall promptly give notice of such proposed transaction (the “Disposition Notice”) to the Company and each other Member. The Disposition Notice shall set forth all material terms of the proposed Disposition, including the name and address of the prospective acquirer, the fact that the prospective acquirer has agreed to purchase all or a specified part of the Membership Units owned by the Disposing Member, the price to be paid for such Membership Units, and the other material terms and conditions of the proposed Disposition. Each other Member shall have the preferential right (the “Preferential Right”), exercisable by notice (the “Exercise Notice” and each exercising Member a “Purchasing Member”) to each other Member on or before the ** after the Disposition Notice is given, to acquire, for the same purchase price and on the same terms and conditions as are set forth in the Disposition Notice, such Purchasing Member’s pro-rata portion, based on the Class A Membership Percentages and the Class B Membership Percentages, as applicable, of each Purchasing Member (for purposes of determining such pro-rata portion, including only the Membership Units of the Purchasing Member(s) and treating the Class A Membership Units and Class B Membership Units as separate classes and not together as a single class), of the Class A Membership Units and the Class B Membership Units included in such proposed Disposition in accordance with this Section 4.
Preferential Purchase Right. During the period of employment hereunder and for a period of five years thereafter, if Pangea, either through the Employer or any other Pangea affiliate, receives and desires to accept an offer ("Offer") for the purchase or other transfer of all, or of any substantial portion, of the oil and gas properties owned by Pangea and/or its affiliates ("Mineral Properties"), Pangea shall promptly give the Employee written notice ("Sale Notice") of the Offer, including the name and address of the prospective transferee (who must be ready, willing and able to purchase), identification of the particular Mineral Properties involved, the proposed purchase price, and all other terms of the Offer. Subject to the limitation in the last sentence of this Paragraph, the Employee shall have an option in preference to the proposed transferee to purchase for his own account ("Option") the Mineral Properties subject to the Offer, at the price and otherwise on the terms described in the Sale Notice. The Employee's Option shall expire if he has not given Pangea written notice within ten days of his receipt of the Sale Notice stating his intent to exercise the Option. If the Employee gives notice of his intention to exercise the Option within the time allowed, the exercise of the Option shall be closed at the offices of Pangea, or at such other location as Pangea and the Employee may mutually agree, on or before the close of business on the 90th day following the Employee's receipt of the Sale Notice. However, notwithstanding any other provision in this Paragraph, the Employee shall have no purchase option in the case of: (a) transfer of Mineral Properties to another affiliate of Pangea, (b) transfer of Mineral Properties as mortgage collateral, or (c) transfer of mortgaged Mineral Properties in lieu of or pursuant to a mortgage foreclosure.
Preferential Purchase Right. 24 9.04 Change of Member Control............................................................................. 25 9.05 Tag-Along and Drag-Along Rights...................................................................... 28
Preferential Purchase Right. 23 9.04 Change of Member Control............................................ 25 ARTICLE 10 REPRESENTATIONS, WARRANTIES AND COVENANTS OF MEMBERS
Preferential Purchase Right. If the Fair Market Value of a Membership Interest is to be determined for purposes of Section 3.03(b)(ii), the Disposing Member, on the one side, and all other Members who in good faith have an interest in possibly exercising the applicable Preferential Right, on the other side, shall seek to determine such Fair Market Value by mutual agreement. As soon as either side decides that mutual agreement will not be reached, it may give notice to the other side that it elects to initiate the process set forth in Section 13.11(c) to determine such Fair Market Value.
Preferential Purchase Right x. Xxxxxx'x conveyance of the Conveyed Interest to Shell is subject to the preferential right to purchase held by the parties to the JOA as set forth in Section 24.2 of the JOA (“Preferential Purchase Right”). Contemporaneously with the execution hereof, but no later than the Execution Date, Callon shall send written notice to Xxxxxx, in accordance with Section 24.2 of the JOA, notifying Xxxxxx of the proposed Transaction and seeking the waiver of Xxxxxx'x Preferential Purchase Right of its proportionate share of Xxxxxx'x Conveyed Interest.
b. Notwithstanding any other provision contained herein, if, Xxxxxx provides timely written notice to Callon of its election to exercise its Preferential Purchase Right of its proportionate share of Xxxxxx'x Conveyed Interest, this Agreement and the attached exhibits hereto, and any other documents, certificates, instruments or agreements which are entered into by the Parties in furtherance of this Transaction, shall be amended, but only for the limited purpose of reflecting that, upon Closing, Shell will acquire its proportionate share of Xxxxxx'x Conveyed Interest for a reduced Base Purchase Price, such Base Purchase Price being reduced to reflect Shell's purchase of its proportionate share of Xxxxxx'x Conveyed Interest; provided, however, that all such other provisions of this Agreement, the attached exhibits hereto, and any other documents, certificates, instruments or agreements entered into by the Parties in furtherance of this Transaction, shall remain in force and effect as agreed to by the Parties as of the Execution Date.
Preferential Purchase Right. Schedule 3.1 lists all of the preferential purchase rights that shall be triggered by the transactions contemplated by this Agreement.
Preferential Purchase Right. In each assignment to be earned by Farmee under this Agreement, Farmor shall reserve a preferential purchase right to purchase Farmee’s interest, upon the same terms and conditions as are deemed acceptable to Farmee and offered in the future by any bona fide, third party offeror in a negotiated, arms length transaction. Such preferential purchase right shall provide that Farmee must furnish to Farmor a copy of all written offers submitted by any such offeror which Farmee desires to accept, and Farmor shall have 30 days after receipt of any such offer to purchase Farmee’s interest on the same terms and conditions, or waive such right and allow such third party offeror to purchase such interest for the same terms and conditions set forth in such offer. Such preferential purchase right shall further provide that if the interest is not thereafter sold to such third party offeror on the same terms and conditions as provided for in the offer presented to Farmor, then such waiver of the preferential purchase right shall be deemed revoked and the preferential purchase right shall continue in full force and effect. The preferential purchase right shall apply to any subsequent purchase offers received by any successors or assigns of Farmee, and shall be deemed a covenant running with the land, burdening the interest of Farmee, its successors and assigns, and benefiting the interests owned by Farmor. Farmor’s failure to exercise its preferential purchase right in connection with any offer shall not constitute Farmor’s consent to assign which is elsewhere provided for in this Agreement.
Preferential Purchase Right
