Preferential Right to Purchase Sample Clauses

Preferential Right to Purchase. Any Transfer of all or a portion of a Development Party’s Joint Development Interest or a Material Interest, other than a Transfer thereof to a Wholly-Owned Affiliate shall be subject to the following procedure. (a) Once the final terms and conditions of such Transfer have been fully negotiated and are binding upon the parties thereto, the transferring Development Party shall disclose all such final terms and conditions as are relevant to the acquisition of the Joint Development Interest or Material Interest, as applicable (and, if applicable, the determination of the Cash Value of the Joint Development Interest or Material Interest, as applicable) in a notice to the non-transferring Development Parties, which notice shall be accompanied by a copy of all instruments or relevant portions of instruments establishing such terms and conditions. Each non-transferring Development Party shall have the right to acquire the Joint Development Interest or any Material Interest, as applicable, subject to such proposed Transfer from the transferring Development Party on the terms and conditions described in Sections 8.1(c) and 8.1(d), as applicable, if, within sixty (60) days of the transferring Development Party’s notice, the non-transferring Development Party delivers to the transferring Development Party a counter-notification that it accepts such terms and conditions without reservations or conditions (subject to the other provisions of this Section 8.1, where applicable). If no non-transferring Development Party delivers such counter-notification within such time, such Transfer to the proposed transferee may proceed without further notice, subject to the other provisions of this Agreement, under terms and conditions no more favorable to the transferee than those set forth in the notice to the non-transferring Development Parties, provided that such Transfer shall be concluded within one hundred twenty (120) days from the date of the notice. If such Transfer fails to be concluded within such period and the parties thereto desire thereafter to proceed with such proposed Transfer, the transferring Development Party shall be required to re-offer the Joint Development Interest or Material Interest, as applicable, subject to the Transfer to the non-transferring Development Parties in accordance with the terms and conditions of this Section 8.1. No Development Party shall have a right under this Section 8.1 to acquire any asset other than a Joint Development Interest or ...
AutoNDA by SimpleDocs
Preferential Right to Purchase. (Optional; Check if applicable.) Should any party desire to sell all or any part of its interests under this agreement, or its rights and interests in fee Contract Area, it shall promptly give written notice to fee other parties, wife full information concerning its proposed disposition, which shall include fee name and address of the prospective transferee (who must be ready, willing and able to purchase), fee purchase price, a legal description sufficient to identify the property, and all other terms of the offer. The other parties shall then have an optional prior right, for a period of ten (10) days after the notice is delivered, to purchase for the stated consideration on fee same terms and conditions fee interest which the other party proposes to sell; and, if this optional right is exercised, the purchasing parties shall share fee purchased interest in fee proportions that the interest of each bears to fee total interest of all purchasing parties. However, there shall be no preferential right to purchase in those cases where any party wishes to mortgage its interests, or to transfer title to its interests to its mortgagee in lieu of or pursuant to foreclosure of a mortgage of its interests, or to dispose of its interests by merger, reorganization, consolidation, or by sale of all or substantially all of its Oil and Gas assets to any party, or by transfer of its interests to a subsidiary or parent company or to a subsidiary of a parent company, or to any company in which such party owns a majority of the stock.
Preferential Right to Purchase. Any Transfer of Interest shall be subject to the following provisions:
Preferential Right to Purchase. Should any Party desire to sell or assign all or any part of its interest under this Agreement, it shall promptly give written notice to the other Party, with full information concerning its proposed sale, which shall include the name and address of the prospective purchaser (who must be ready, willing and able to purchase), the purchase price, and all other relative terms of the offer. The other Party shall then have an optional prior right, for a period of fifteen (15) days after receipt of the notice, to purchase on the same terms and conditions the interest which the other Party proposed to sell. However, there shall be no preferential right to purchase in those cases where any party wishes to mortgage its interests, or dispose of its interests by merger, reorganization, consolidation, or sale of all of its assets to a subsidiary of a parent company.
Preferential Right to Purchase shall apply only to the Working Interest that is subject to the Transfer of Interest.
Preferential Right to Purchase. If, after Closing, the holder of a preferential purchase right binding on the Assets agrees to purchase such Asset for an amount equal to the Allocated Value of such Asset subject to all other terms and conditions of this Agreement, then Purchaser shall promptly convey such Asset to the holder of the preferential purchase right and Purchaser (and not any Seller) shall be entitled to receive all proceeds of such sale from the holder of the preferential purchase right.
Preferential Right to Purchase. If Landlord desires to sell all or any part of the Premises, Landlord shall promptly give written notice to, Tenant with full information concerning the proposed sale, which shall include the name and address of the prospective purchaser, the purchase price, and all other terms of the sale. Tenant shall have the right, for a period of ten (10) days after receipt of the notice, to elect to purchase the interest on the same terms and conditions. If Tenant elects to purchase the interest, Tenant shall have ninety (90) days after the date of its election in which to purchase the interest. If Tenant elects not to purchase the interest, and Landlord does not sell the interest or Landlord does not sell the interest on the terms and conditions contained in Landlord's notice to Tenant, the interest shall remain subject to Tenant's preferential right to purchase.
AutoNDA by SimpleDocs
Preferential Right to Purchase. Should Seller hereafter desire to sell all or any part of the reversionary interest herein reserved by Seller, whether before or after the time of reversion, Seller shall promptly give written notice to the Purchaser, with full information on its proposed disposition, which shall include the name and address of the prospective purchaser (who must be ready, willing and able to purchase), the purchase price, a legal description sufficient to identify the interest and property to be sold, and all other terms of the offer. Purchaser shall then have an optional prior right, for a period of thirty (30) days after the notice is delivered, to purchase for the stated consideration on the same terms and conditions the interest which the Seller proposes to sell.
Preferential Right to Purchase. Subject to the provisions of this Article, each Party shall have the right to freely transfer and alienate its Working Interest. Any transfer of all or a portion of a Party's Working Interest, directly or indirectly, shall be subject to the following provisions:
Preferential Right to Purchase a copy of the executed binding agreement for the proposed Transfer of Interest, including exhibits, but excluding any provisions not relevant to the proposed Transfer of Interest, the cash consideration, if applicable, and identification of any non-cash consideration and its equivalent cash value, as determined in accordance with Article 24.2.1 (Notice of Proposed Transfer of Interest), if applicable.
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!