Preferential Right of Purchase Sample Clauses

Preferential Right of Purchase. Should any PARTY desire to sell, farmout or otherwise dispose of all or any part of its Working Interest in the Lease, it shall promptly give written notice to the other PARTIES giving complete information relative to the proposed disposition, including the price or value fixed for the interest and the name and address of the prospective transferee, who must be ready, willing and able to accept such sale, farmout or other disposition. The other PARTIES shall have the right for a period of twenty (20) days after receipt of the notice to purchase the interest which the PARTY proposes to sell, farmout or otherwise dispose of on the same terms and conditions; if this right is exercised, the purchasing PARTIES shall share the purchased interest in proportion to their Working Interest. A transfer of interest hereunder shall not become effective as to the PARTIES until the first day of the month following delivery to OPERATOR of an original (or copies thereof) instrument of transfer approved by the proper governmental authority and conforming to the requirements of this Section. No such transfer shall relieve the transferring PARTY of any obligations or liabilities accrued hereunder prior to such effective date. This Section shall not apply when a PARTY wishes to mortgage its interest or to dispose of its interest by merger, reorganization, consolidation, assignment of production payment, sale of all or substantially all of its assets, or sale or transfer of its interest to an affiliate. 26.2.1 A PARTY may sell, transfer or assign all or any part of its interest in the property or this Agreement without the consent of any other PARTY hereto, provided that: (a) Any such sale, transfer or assignment shall be made only to a financially responsible PARTY or PARTIES. (b) Such PARTY shall give the other PARTIES written notice of such sale, transfer or assignment at least thirty (30) days prior to executing any instrument(s) evidencing the sale, transfer or assignment (such notice to include the name of each proposed transferee and the interest(s) to be transferred). (c) Such PARTY shall incorporate in each instrument evidencing the sale, transfer or assignment a provision making the same expressly subject to the Operating Agreement and shall obtain (and furnish to the other PARTIES) such transferee's written consent to be bound by all the provisions of the Operating Agreement. (d) If the original interest of any PARTY is at any time transferred to two (2) or more trans...
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Preferential Right of Purchase. (a) Subject to Section 4.2 should any Member at any time desire to Dispose of all or a portion of its Membership Interest in the Company pursuant to a bona fide offer from another Person (other than an Affiliate), such Member (the "First Member") shall promptly give notice (the "Disposition Notice") thereof to the other Member (hereinafter referred to as the "Second Member"). The Disposition Notice shall set forth all relevant information in respect of the proposed Disposition, including, without limitation, the name and address of the prospective acquirer and each Person that Controls the prospective acquirer, the purchase price (all of which must be payable in cash), and the terms of any delayed payment of the purchase price. The Second Member shall have the optional preferential right (to be exercised by notice to the First Member given no later than ninety days after the Second Member's receipt of the Disposition Notice) to acquire, for the same purchase price and on the same terms of any delayed payment that are set forth in the Disposition Notice, the Membership Interest that the First Member proposes to Dispose. If the Second Member does not elect to exercise the optional right set forth in the immediately preceding sentence within the time period set forth therein, the First Member shall have the right, subject to compliance with the provisions of Sections 4.2, 4.4, 4.5, 4.6 and 4.7, to Dispose of the Membership Interest described in the Disposition Notice strictly in accordance with the terms of the Disposition Notice for a period of sixty-five days after the expiration of the above described ninety day preferential right period. If the First Member fails so to Dispose of the Membership Interest within such sixty-five day period, the proposed Disposition shall again become subject to the preferential right set forth in this Section 4.3. (b) If the Second Member exercises the preferential right set forth in Section 4.3(a), the closing of the acquisition by the Second Member of the First Member's Membership Interest shall be held at the principal place of business of the Company on a date mutually acceptable to the First Member and the Second Member, but in no event more than sixty days after receipt by the First Member of notice of the Second Member's election to acquire the First Member's Membership Interest. At such closing the following transactions shall occur: (i) The First Member shall convey and assign by assignment with general warranty of ...
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Preferential Right of Purchase. 36. 26.2.1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37. 26.2.2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38. 26.3 Assignments. . . . . . . . . . . . . . . . . . . . . . . . . . . 38.
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Preferential Right of Purchase. A. If any of the Assets are subject to a preferential right of purchase or similar restriction, or if the disposition herein requires the consent of any third party, the Vendor shall promptly serve all notices, in a form that is acceptable to Purchaser, as are required under such preferential purchase or consent provision. Unless otherwise agreed by the Purchaser, each such notice shall include a request for a waiver of any preferential or similar right to purchase any of the Assets and for the granting of any consent that may be required. B. The Purchaser shall provide to the Vendor the value placed by the Purchaser, for the purposes of this purchase, on any of the Assets with respect to which the Vendor is required to give notice pursuant to this Clause. C. If the holder of any preferential right to purchase any of the Assets exercises such right, or a third party required to give a necessary consent refuses to give such consent, such right or refusal or consent, as the case may be, shall be considered a Title Defect for the purposes of Subclause 8.2B.
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Preferential Right of Purchase. Each Preferential Right of purchase requiring the procurement of a waiver from a third party prior to disposition of any of the Assets constitutes a Title Deficiency for the purpose of clause 3.02 until the right is waived by the holder of it, it lapses or it is extinguished in any way except by exercise. If a Preferential Right is exercised it will not constitute a Title Deficiency Purchaser may not waive as Title Deficiencies the existence or operation of any Preferential Right. If in Vendor's opinion any of the Assets is subject to a Preferential Right made effective as a result of this Agreement then Vendor shall, after consultation with Purchaser, promptly serve all notices required under the Preferential Right. Each notice shall include a request for a waiver of the Preferential Right. If the Purchaser exercises a Right of First Refusal issued to it in respect to any Asset of Vendor in which Purchaser presently has an interest pursuant to the agreement granting the Right of First Refusal, the Assets to be acquired by Purchaser pursuant to such exercise shall be acquired under the terms of this Agreement.
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Preferential Right of Purchase. A. If any of the Assets are subject to a preferential right of purchase or similar restriction the Vendor shall promptly serve all notices as are required under such preferential purchase. Unless otherwise agreed by the Purchaser, each such notice shall include a request for a waiver of any preferential or similar right to purchase any of the Assets. B. The Purchaser, acting reasonably, shall advise the Vendor of the value placed by the Purchaser, for the purposes of this purchase, on any of the Assets with respect to which the Vendor is required to give notice pursuant to this Clause, and such allocation shall be used for the purposes of this Clause except where such allocations are deemed to be unreasonable by the Vendor. C. The Purchaser shall indemnify and save the Vendor and its directors, officers, servants, agents and employees harmless from and against all losses, costs, damages and expenses whatsoever which the Vendor and its directors, officers, servants, agents and employees may sustain, pay or incur as a result of any matter or thing arising out of, resulting from, attributable to or connected with the Purchaser's placement of value on any of the Assets with respect to which the Vendor is required to give notice pursuant to this clause. D. If the holder of any preferential right to purchase any of the Assets exercises such right, Vendor shall notify Purchaser in writing forthwith and such right shall not be considered a Title Defect.
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Preferential Right of Purchase. Except as hereinabove provided, any preferential right of purchase shall be governed by and implemented in accordance with the prior existing and currently effective operating agreement covering the affected Lease. Except as herein modified, said Unit Operating Agreement remains in full force and effect. This instrument may be executed in counterpart with the same effect as if all parties had executed the same instrument.
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Related to Preferential Right of Purchase

  • Preferential Rights SM Energy shall, within 10 days after the Execution Date, send to each holder of a Preferential Right a notice requesting the election or waiver by each such holder of its applicable Preferential Right, in each case in compliance with the contractual provisions applicable to such Preferential Right, requesting a waiver of such right. Any Preferential Right must be exercised subject to all terms and conditions set forth in this Agreement, including the successful closing of this Agreement pursuant to Article XI. The consideration payable under this Agreement for any particular Asset for purposes of Preferential Right notices shall be the Allocated Value of such Asset. (i) All Assets burdened by Preferential Rights for which (A) the applicable Preferential Right has been waived, or (B) the period to exercise such Preferential Right has expired prior to the Closing without the applicable holder of such Preferential Right electing to enforce its Preferential Right, shall, in each case, be assigned to Buyer at the Closing pursuant to the provisions of this Agreement. (ii) If, prior to the Closing (A) any holder of a Preferential Right notifies SM Energy that it intends to consummate the purchase of the portion of the Assets to which its Preferential Right applies or (B) the time for exercising a Preferential Right has not expired and the holder of such Preferential Right has not waived such Preferential Right, then, in each case, such portion of the Assets affected by such Preferential Right shall be excluded from the Assets to be conveyed to Buyer at Closing and the Purchase Price shall be reduced by the Allocated Value of such excluded portion of the Assets. SM Energy shall be entitled to all proceeds paid by a Person exercising a Preferential Right prior to the Closing. If, after Closing (1) such holder of such Preferential Right thereafter fails to consummate the purchase of the portion of the Assets covered by such Preferential Right or (2) the time for exercising such Preferential Right expires without exercise by the holder thereof, then SM Energy shall (x) so notify Buyer and (y) on or before 10 days following delivery of such notice, assign such portion of the Assets to Buyer pursuant to an assignment in substantially the form of the Assignment and the Purchase Price shall be increased by an amount equal to the Allocated Value of the such portion of the Assets.

  • No Preferential Rights (i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Common Stock or upon the exercise of options that may be granted from time to time under the Company’s stock option plan), (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Common Stock or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Common Stock, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except in each case for such rights as have been waived on or prior to the date hereof.

  • Rights of Purchaser The Capital Securities shall be offered and sold by the Trust directly to the Purchaser without registration of any of the Capital Securities, the Debentures or the Guarantee under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws in reliance upon exemptions from the registration requirements of the Securities Act and other applicable securities laws. The Offerors agree that this Agreement shall be incorporated by reference into the Subscription Agreement and the Purchaser shall be entitled to each of the benefits of the Placement Agents and the Purchaser under this Agreement and shall be entitled to enforce obligations of the Offerors under this Agreement as fully as if the Purchaser were a party to this Agreement. The Offerors and the Placement Agents have entered into this Agreement to set forth their understanding as to their relationship and their respective rights, duties and obligations.

  • No Special Rights Nothing herein shall confer upon the Indemnitee any right to continue to serve as an officer or director of the Corporation for any period of time or at any particular rate of compensation.

  • Preferential Purchase Rights (a) Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by the Parties. Prior to the Closing, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom a notice of a PPR has been given elects to purchase the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder of the PPR subject to the terms and conditions of this Agreement, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties to the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). (d) If, after the Closing, the holder of a PPR with respect to any Property excluded pursuant to this Section 6.9 fails to consummate the purchase of such Property in accordance with the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer shall purchase (at a purchase price equal to the Allocated Value thereof, as adjusted pursuant to Section 3.2 through the date of such assignment), and Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such Property.

  • First Refusal Rights The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors within 10 days after the Sale Notice has been delivered to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering written notice of such election to Executive within 10 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall be subject to the provisions of this paragraph 4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

  • MECHANICS OF PURCHASE OF SHARES BY INVESTOR Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

  • Exercise of Purchase Option AIR shall have an option (an “Option”) to acquire any real property owned or leased (subject to any consent rights granted to the landlord under any lease under which DevCo or an Affiliate is the tenant, provided, however, that no Option will apply to any Leased Property that is then leased to DevCo or its Affiliates pursuant to a Master Lease) by DevCo or any of its Subsidiaries, which was originally acquired by DevCo or its Subsidiaries after the Effective Date, which had not achieved Stabilization as of such acquisition but which has subsequently achieved Stabilization (each, an “Option Property”). Within fifteen (15) days following the date on which Stabilization for an Option Property has been achieved, DevCo shall send AIR a written notice advising AIR that such Option Property has reached Stabilization (an “Option Notice”), upon receipt of which AIR will have sixty (60) days (the “Option Exercise Period”) to exercise its Option to purchase such Option Property by delivering to DevCo written notice of the same. If AIR timely delivers a written notice to DevCo that it intends to exercise its Option and proceed with the acquisition of the Option Property, AIR will pay to DevCo the Current FMV for the subject Option Property, and the Parties will close on such Option pursuant to a purchase and sale agreement, which shall be in the form attached to the form of Standard Lease (which is attached hereto as Exhibit A). The Parties shall apply the closing mechanics set forth in Section 10(b) above (as if the Option Property were a ROFO Property, for such purposes). In the event DevCo fails to timely deliver an Option Notice to AIR, then, within thirty (30) days following the date on which AIR becomes aware that Stabilization of the subject Option Property has occurred, AIR shall have the right to send an Option Notice to DevCo (notifying DevCo that AIR believes the subject Option Property has reached Stabilization), and the Option Exercise Period will commence as of the date of such Option Notice. In the event that a Party receiving an Option Notice disputes that Stabilization of the subject Option Property has occurred or is continuing as of the date of such Option Notice, such Party will send to the other Party a Dispute Notice (as defined in and pursuant to Section 18(b)) containing an explanation of such dispute within fifteen (15) days following its receipt of the Option Notice. The Parties shall endeavor to resolve the dispute, and, if they are unable to so resolve it, will proceed to arbitration to resolve such dispute, all in accordance with the terms of Section 18.

  • Exercise of Purchase Options Nothing contained in this Purchase Option shall be construed as requiring the Holder(s) to exercise their Purchase Options or Warrants underlying such Purchase Options prior to or after the initial filing of any registration statement or the effectiveness thereof.

  • Terms of Purchase The closing of the transactions contemplated by Section 10.6 (the "Purchase Closing") shall occur (a) on the Termination Date if this Agreement expires pursuant to the terms of Sections 10.1 and 10.2, or (b) on a date mutually acceptable to the parties hereto that shall be within 180 days after receipt of a Termination Notice. The parties shall enter into an asset purchase agreement containing representations, warranties and conditions customary to a transaction of this size involving the purchase and sale of similar businesses. Subject to the conditions set forth below, at the Purchase Closing, Administrator and/or its Affiliates, as the case may be, shall transfer and assign the Purchase Assets to the Group, and in consideration therefor, the Group shall (a) pay to Administrator, Parent and/or their Affiliates an amount in cash or, at the option of the Group (subject to the conditions set forth below), Parent Common Stock (valued pursuant to Section 10.6(c) hereof), or some combination of cash and Parent Common Stock equal to the Purchase Price and (b) assume the Practice Related Liabilities. The structure of the transaction set forth in this Section 10.7 shall, if possible, be structured as a tax-free transaction under applicable law. Each party shall execute such documents or instruments as are reasonably necessary, in the opinion of each party and its counsel, to effect the foregoing transaction. The Group shall, and shall use its best efforts to cause each shareholder of the Group to, execute such documents or instruments as may be necessary to cause the Group to assume the Practice Related Liabilities and to release Administrator, Parent and/or their Affiliates, as the case may be, from any liability or obligation with respect thereto. In the event the Group desires to pay all or a portion of the Purchase Price in shares of Parent Common Stock, such transaction shall be subject to the satisfaction of each of the following conditions: 43 49 (a) The holders of such shares of Parent Common Stock shall transfer to Administrator, Parent and/or their Affiliates good, valid and marketable title to the shares of Parent Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances (not including any applicable securities restrictions and lock-up arrangements with the Parent or any underwriter); and

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