PURCHASER RIGHT OF FIRST REFUSAL. (a) Except as provided in Section 7.2(c), if, at any time and from time to time, the Seller or any of its Affiliates wishes to or enters into a bona fide agreement to sell a Production Participation Interest to, or receives a legally binding bona fide offer for a Production Participation Interest from, any person at arm’s length to the Seller or such Affiliate, which offer or agreement the Seller or such Affiliate is willing to accept, then the Seller shall give the Purchaser written notice thereof, which notice must include the terms and conditions of such offer or agreement to purchase and, if available, a copy of such offer or draft agreement (the “Seller ROFR Offer”), and the Purchaser shall have the right, within 30 days from the date of delivery to the Purchaser of such notice, to exercise its right of first refusal in respect thereof and to acquire such Production Participation Interest on the same terms and conditions as are set forth in the offer or agreement to purchase.
(b) If the Purchaser does not accept the Seller ROFR Offer within 30 days from the date of delivery to the Purchaser of the notice thereof, then the Seller or such Affiliate shall be free to sell the Production Participation Interest to the applicable third party pursuant to terms and conditions that are in the aggregate no more favourable to the applicable third party than those contained in the Seller ROFR Offer. Such sale must be completed within 90 days of the expiry of the 30-day period set forth in Section 7.2(a), failing which, the Seller shall again be required to comply with the terms of this Section 7.2 before selling the Production Participation Interest to a third party. For the avoidance of doubt, the Seller or its Affiliates shall be entitled at any time to negotiate with any third party the terms upon which such third party may purchase the Production Participation Interest, provided that before such terms are accepted, the Seller complies with this Section 7.2.
(c) For the avoidance of doubt, this Section 7.2 shall not apply to any (i) gold or silver spot sales, (ii) gold or silver forward sales or options or other gold or silver sales or loans to a financial institution or bullion bank, (iii) internal transfers among any Barrick Group Entities that do not relate, directly or indirectly, to a Production Participation Interest, (iv) private or public offerings of securities that are backed by gold or silver, paid in gold or silver, priced based on gold or silver pr...
PURCHASER RIGHT OF FIRST REFUSAL. (a) In the event the Purchaser does not exercise the Option, then, in such event, during the 12-month period commencing on the date of expiration of the Option, the Company shall not enter into any agreement for the (i) sale of all or substantially all of the capital stock of the Company, (ii) merger of the Company with or into, or the consolidation of the Company with, any other corporation, or any similar combination with any other corporation or (iii) sale, lease or disposition of all or substantially all of the Company's properties or assets (any such transaction referred to as a "Purchase Transaction"), unless in each such case the Company shall have first complied with this Agreement. The Company shall deliver to the Purchaser a written notice of any proposed or intended Purchase Transaction (the "Offer"), which Offer shall (i) identify and describe in reasonable detail the terms of the proposed Purchase Transaction, (ii) describe in reasonable detail the price and other terms of the proposed Purchase Transaction, (iii) identify by name the persons or entities that will be parties to the proposed Purchase Transaction, and (iv) offer to enter into an agreement with the Purchaser on the same terms and conditions as the proposed Purchase Transaction. The Purchaser shall have the right, for a period of sixty (60) days following receipt of such Offer, to exercise its right to enter into an agreement with the Company on the same terms and conditions specified in the Offer. The Offer by its term shall remain open and irrevocable for such 60-day period.
(b) To accept the Offer, the Purchaser must deliver a written notice to the Company, prior to the end of the 60-day period, setting forth its desire to enter into an agreement with the Company at the price and upon the other terms specified in the Offer.
(c) The obligation of the Purchaser to enter into an agreement with the Company pursuant to the provisions of this Article VII is subject in all cases to the preparation, execution and delivery by the Company and the Purchaser of definitive agreements relating to such transaction reasonably satisfactory in form and substance to the Purchaser and its counsel. Each party agrees to negotiate diligently and in good faith to enter into such definitive agreements.
(d) The rights of the Purchaser under this Article VII shall only apply in the event that the proposed Purchase Transaction is related to, results from or follows any change, modification or amendment of,...
PURCHASER RIGHT OF FIRST REFUSAL. OPERATING AGREEMENT EXTENSIONS ----------------------------------------------------------------
PURCHASER RIGHT OF FIRST REFUSAL. (a) Each Preferred Holder shall have the right, exercisable upon written notice to the Founder (the "Preferred Holder Notice") within fifteen (15) days after the receipt of the Notice, to purchase its pro rata share of the Preferred Stock subject to the Notice and on the same terms and conditions as set forth therein. The Preferred Holders who so exercise their rights (the "Participating Preferred Holders") shall effect the purchase of the Preferred Stock, including payment of the purchase price, not more than ten (10) days after delivery of the Preferred Holder Notice, and at such time the Founder shall deliver to the Preferred Holders the certificate(s) representing the Preferred Stock to be purchased by the Participating Holders, each certificate to be properly endorsed for transfer.
(b) Each Preferred Holder's pro rata share shall be equal to the product obtained by multiplying (x) the aggregate number of shares of Preferred Stock covered by the Notice and (y) a fraction, the numerator of which is the number of shares of Common Stock (on a fully diluted and converted basis) owned by the Participating Preferred Holder at the time of the Transfer and the denominator of which is the total number of shares of Common Stock (on a fully diluted and converted basis) owned by all of the Preferred Holders at the time of the Transfer.
(c) In the event that not all of the Preferred Holders elect to purchase their pro rata share of the Founder Stock available pursuant to their rights under Section 4.2(a) within the time period set forth therein, then the Founder shall promptly give written notice to
PURCHASER RIGHT OF FIRST REFUSAL. 34 Section 12.14 PURCHASE CESSATION EVENTS.............................................................35 Section 12.15 COOPERATION OF PARTIES TO CLUB CONVERSION.............................................35 SCHEDULE I CONDITION PRECEDENT DOCUMENTS...........................................................................38 SCHEDULE II CREDIT AND COLLECTION POLICY............................................................................40 SCHEDULE III TRADENAMES, FICTITIOUS NAMES AND "DOING BUSINESS AS" NAMES..............................................41 SCHEDULE IV [RESERVED]..............................................................................................42 SCHEDULE V LOCATION OF RECEIVABLE FILES............................................................................43 SCHEDULE VI INSURANCE...............................................................................................44 EXHIBIT A [FORM OF] REQUEST NOTICE..........................................................................................45 EXHIBIT B LIST OF DELIVERIES FOR ALL PURCHASES....................................................................48 EXHIBIT ------- EXHIBIT A Form of Request Notice For Initial and Incremental Purchases EXHIBIT B Form of List of Deliveries for all Advances EXHIBIT C List of Resorts EXHIBIT D Form of Monthly Report EXHIBIT E Form of Opinion of Counsel for Seller EXHIBIT F Provisions of Seller's Certificate of Incorporation EXHIBIT G Form of Servicer's Certificate EXHIBIT H Form of Assignment EXHIBIT I Form of Subsequent Transfer Agreement ANNEXES ------- Definitions Annex ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "AGREEMENT") is made as of June 26, 1998, among:
PURCHASER RIGHT OF FIRST REFUSAL. Originator and Seller hereby covenant with Purchaser that, from the date hereof until the first to occur of (a) the Maturity Date, (b) the date on which an event occurs which relieves the Purchaser from making Purchases hereunder and the Purchaser is not making Purchases hereunder, (c) the date on which an event occurs which relieves Hellxx Xxxancial, Inc. from making Advances under the Warehouse Facility and Hellxx Xxxancial, Inc. is not making Advances thereunder, or (d) an Event of Termination under Section 8.1 of this Agreement, Purchaser shall have, and Purchaser is hereby granted, the right and option, subject to the terms set forth below (the "PURCHASE OPTION") to purchase Receivables and related Assets (which for this purpose shall obligate the Originator and Seller, as well as any Affiliate thereof, to disclose to Purchaser all resorts developed by the Originator and Seller or any Affiliate thereof in order to provide Purchaser the opportunity to make a determination whether such resort may be an Additional Resort). Purchaser shall notify the Originator and Seller within forty-five days of its receipt of satisfactory information with respect to
PURCHASER RIGHT OF FIRST REFUSAL. Each Purchaser shall have the absolute right to purchase that number of Offered Shares, less any Offered Shares purchased by the Company, such difference being the Remaining Shares (the “Remaining Shares” ), equal to the number of Remaining Shares multiplied by a fraction, the numerator of which shall be the number of Shares then owned by such Purchaser and the denominator of which shall be the aggregate number of Shares then owned by all Purchasers. For purposes of this Section 3, all of the Stock which a Purchaser has the right to acquire from the Company upon the conversion, exercise or exchange of any of the securities of the Company then owned by such Purchaser shall be deemed to be Shares then owned by such Purchaser. (The amount of Remaining Shares that each Purchaser is entitled to purchase under this Section 3(b) shall be referred to as its “Pro Rata Fraction.”)
PURCHASER RIGHT OF FIRST REFUSAL. 41 Section 12.14 PURCHASE CESSATION EVENTS.............................................................41 Section 12.15 COOPERATION OF PARTIES TO CLUB CONVERSION.............................................42 SCHEDULE I Condition Precedent Documents SCHEDULE II [Reserved] SCHEDULE III Tradenames, Fictitious Names and "Doing Business As" Names SCHEDULE IV Cash Administrator Fees SCHEDULE V Location of Receivables Files SCHEDULE VI Insurance EXHIBITS EXHIBIT A Form of Request Notice For Initial and Incremental Purchases EXHIBIT B Form of List of Deliveries for all Advances EXHIBIT C List of Resorts EXHIBIT D Form of Monthly Report EXHIBIT E Trust Agreement EXHIBIT F Provisions of Seller's Certificate of Incorporation EXHIBIT G [Reserved] EXHIBIT H Form of Assignment EXHIBIT I Form of Subsequent Transfer Agreement EXHIBIT J Form of Substitute Receivables Transfer Agreement ANNEXES Definitions Annex AMENDED AND RESTATED ASSET PURCHASE AGREEMENT This Amended and Restated Asset Purchase Agreement (this "AGREEMENT") is made as of October 1, 1999, among:
PURCHASER RIGHT OF FIRST REFUSAL.
(a) Subject to Section 6.10, if any Seller Group Entity (the “Vendor”) receives a bona fide definitive offer from a third party that would be binding upon acceptance by the Vendor, to purchase a ROFR Interest (a “Third Party Offer”), and the Vendor proposes to accept that Third Party Offer, then Seller shall cause the Vendor, by notice in writing delivered to Purchaser (the “ROFR Offer”), to promptly offer to sell all, but not less than all, of the ROFR Interest so sought to be purchased by the third party under the Third Party Offer to Purchaser at the same price and otherwise upon the same terms and conditions as are contained in the Third Party Offer. The ROFR Offer must contain (i) a copy of the Third Party Offer and disclose the identity of the person making the Third Party Offer (including the name of any corporate or economic group to which it may belong to the extent within the knowledge of Seller, after due inquiry), and (ii) all material information that any Seller Group Entity has in its possession or within its control with respect to the ROFR Interest, including any material written information provided to the person making the Third Party Offer. If the Third Party Offer provides for any non-cash consideration to be paid in respect of the ROFR Interest (including shares of the third party or any of its Affiliates), then Purchaser shall be entitled to replace such non-cash consideration with cash or non-cash consideration (including shares of Purchaser or any of its Affiliates) having not less than equivalent value to the third party’s non-cash consideration, and the ROFR Offer must specify the Vendor’s good faith estimate of the cash equivalent value of such non-cash consideration. In addition, if the Third Party Offer is for the ROFR Interest together with or in conjunction with other assets of the Vendor, Purchaser will be entitled to purchase only the ROFR Interest, and the ROFR Offer shall specify the Vendor’s good faith estimate of the cash equivalent value being offered by the person making the Third Party Offer for the ROFR Interest. In the event that Purchaser does not agree with either of the foregoing estimates (a “ROFR Valuation Dispute”), Purchaser shall have the right to require Seller to deliver an Auditor’s Report with respect to the estimate in dispute. Each of the Parties agrees to deliver such Books and Records as may be reasonably requested by the person preparing the Auditor’s Report, and the costs of the Auditor’s Repor...
PURCHASER RIGHT OF FIRST REFUSAL. For a period of five (5) days following receipt of any Notice described in Section 3.5(a), Purchaser shall have the right to purchase all (but not less than all) of the Securities subject to such Notice on the same terms and conditions as set forth therein. Purchaser's purchase right shall be exercised by written notice signed by an officer of Purchaser (the "Purchaser Notice") and delivered to Parent within such five (5) day period. Purchaser shall effect the purchase of Purchaser Common Stock, including payment of the purchase price, not more than three (3) business days after delivery of Purchaser's Notice, and at such time Parent shall deliver to Purchaser the certificate(s) representing the Purchaser Common Stock to be purchased by Purchaser, each certificate to be properly endorsed for transfer.
