Purchaser’s Right of First Offer Sample Clauses

Purchaser’s Right of First Offer. 13.1 If, at any time prior to the termination of this right of first offer pursuant to subsection 13.5, the Company should issue in a transaction not registered under the Securities Act in reliance upon an exemption thereunder, any Equity Securities (as defined in subsection 13.6 below), each Investor shall have the right to purchase such Investor's Pro Rata Share (or any part thereof) of all of such offered Equity Securities on the same terms as the Company is willing to sell such Equity Securities to any other person. Each Investor's "PRO RATA SHARE" of the Equity Securities for the purposes of this Section 13 shall be equal to that percentage of the then outstanding Common Stock of the Company held by such Investor. For purposes of this subsection (a), the outstanding Common Stock of the Company shall include shares of Common Stock issuable upon conversion, exercise and/or exchange of any outstanding convertible, exercisable or exchangeable securities. For purposes of this Section 13, Investor includes any general partners and affiliates of an Investor. An Investor shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate.
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Purchaser’s Right of First Offer. For a period of three (3) years following the Effective Time, in connection with any waste brokerage business that Seller may conduct during such period where Seller has the opportunity to broker the provision of waste collection services by waste collection service providers (“Haulers”) to prospective third party customers in the geographic area in which the Company does business at the Effective Time, Seller will permit Purchaser the opportunity to submit a proposal with its terms to provide waste collection services to such customer(s). During the aforementioned three-year period, when Seller brokers an opportunity to provide waste collection services to a prospective third party customer in an area where the Company does business at the Effective Time, Seller shall provide Purchaser with written notice specifying the types of waste services sought, the locations of such services and any other details available to Seller to assist Purchaser in its analysis of the service opportunity (the “Offer Notice”). Purchaser shall have ten (10) Business Days after receipt of the Offer Notice, or such lesser period required, to timely respond under the circumstances (the “Offer Period”) to submit the terms it offers to provide such services. No assurance can be given that Purchaser’s offered terms will be accepted; provided, however, that Seller agrees that it will not take any action to divert any such business to another Person if Purchaser has offered lowest pricing terms to such customer during the Offer Period, and Purchaser meets or exceeds all of the customers’ other qualifications, conditions and other factors. If Purchaser does not timely submit its proposed terms, then Purchaser shall be deemed to have waived its rights under this Section 5.11 with respect to such opportunity. Notwithstanding the provisions of Section 8.8 or any other provision of this Agreement to the contrary, the provisions of this Section 5.11 shall be binding solely on Seller and shall not be binding on Seller’s successors or assigns or upon Seller following a change of control of Seller (i.e. more than 50% of the equity interests of Seller are conveyed to an unrelated third party). Notwithstanding the provisions of Section 8.8 or any other provision of this Agreement to the contrary, the provisions of this Section 5.11 shall terminate and be of no further force or effect upon a sale or other disposition of Seller’s waste brokerage business (whether by asset sale, stock sale, merger,...
Purchaser’s Right of First Offer. Subject to compliance by DELB BV and Rémy Cointreau with their obligations under the existing Maxxium Scandinavian distribution agreements, the Maxxium joint venture documentation and existing distribution agreements with other third parties, Rémy Cointreau hereby agrees that for a period of twelve months from the date of the signing of the sale documentation (in the case of jurisdictions where no distribution agreement currently exists) or (in the case of any jurisdiction in which any distribution agreement currently exists) for a period of twelve months from the expiry of the distribution agreement applicable to that jurisdiction, neither DELB BV nor any other member of the Rémy Cointreau Group shall enter into any distribution contract with any person to distribute Bols vodka in a Western or Eastern European country (other than Russia and Poland which are already covered by the Trademark License) unless the terms and conditions of an exclusive distribution contract in such country has been previously offered by DELB BV to the Purchaser (or such other member of the Purchaser’s Group as CEDC may nominate) in writing (which must include a five year term tacitly renewable on a rolling five years basis (terminable by either on twelve months written notification prior to such initial or any subsequent five year period)). If any such written offer is not accepted by the Purchaser within six months of written notification of the offer by DELB BV, DELB BV or another member of the Rémy Cointreau Group shall be entitled for a period of six months thereafter to enter into a distribution contract with a third party on terms and conditions identical to those offered to the Purchaser, failing which the procedure described above must be repeated.
Purchaser’s Right of First Offer. (a) Prior to any sale by the Bank of all or portion of the Option Shares (which shares may be sold or otherwise disposed of only following expiration of the Call Period) and/or the Remaining Shares, the Bank shall firstly offer the amount of Ordinary Shares it so wishes to sell (hereinafter “Offered Shares”), to the Purchaser, for consideration in cash and on such terms and in such manner as hereinafter provided (the “Offer”). The Offer shall be made in writing as per the provisions of Section 4.7 below. The Offer shall specify the number of Offered Shares, the consideration per each Offered Share and other material terms of the offered transaction and shall be valid during the ROFO Period only and thereafter shall expire and be null and void. Within the applicable ROFO Period, Purchaser shall notify the Bank in writing (as per the provisions of Section 4.7 below) if it wishes to purchase all (and only all) of the Offered Shares (the “Acceptance Notice”). If within the ROFO Period, the Offeree shall not have given an Acceptance Notice, it shall be conclusively deemed to have rejected the Offer.

Related to Purchaser’s Right of First Offer

  • Right of First Offer In the event that a Party (for the purpose of this Section 8, the “Seller”) should decide that it wishes to sell all or any portion of its Lot (the “Sale Lot”) to an unaffiliated third party, other than in connection with the sale of all or substantially all of the business assets or operations located on such Party’s Lot to the same purchaser of the business assets or operations or an affiliate of such purchaser as is buying the Sale Lot, the non-selling Lot owner (the “Buyer”) shall have the right of first offer (the “Right of First Offer”) with respect to the purchase of the Sale Lot from the Seller before any offer of the Lot is made to third parties. The Right of First Offer shall be exercised in such manner and subject to such terms and conditions as are set forth in this Section 8. A Sale Lot shall not be transferred to an unaffiliated third party without the prior written consent of the Buyer hereto or otherwise in strict compliance with the provisions of this Section 8. For the purposes of this Section 8, the “Purchase Price” shall mean such amount as is designated by the Seller (the “Seller’s Offer”) in a written notice to the Buyer advising the Buyer of its interest in selling the Sale Lot and designating, in addition to Purchase Price, the Sale Lot, proposed closing date, and any other material conditions or restrictions intended to govern the sale of the Sale Lot. If the Buyer wishes to enter into a contract for the purchase of the Sale Lot offered for sale in the Seller’s Offer, the Buyer shall so inform the Seller in writing and the Parties shall negotiate in good faith to execute a contract for the sale and purchase of the Sale Lot within thirty (30) days after the election is received by the Seller. Such contract shall provide for closing of the sale within sixty (60) days of the contract date. If the Buyer does not so notify the Seller in a timely manner of its election to enter into a contract for the purchase of the Sale Lot pursuant to Seller’s Offer, the Seller shall be free to offer the Sale Lot to an unaffiliated third party purchaser, on terms no less favorable to the Seller than those set forth in the Seller’s Offer. If the Seller does not thereafter complete a sale of the Sale Lot within nine (9) months following Buyer’s lack of acceptance of Seller’s offer on terms no less favorable to the Seller than are set forth in the Seller’s Offer, any sale of the Sale Lot or any part thereof shall again be subject to all terms of this Section 8 as though the Sale Lot had not previously been offered to the Buyer. At any time, the Buyer may request in writing and shall be entitled to receive a copy of any contract, closing document or other written instrument pertaining to the sale to any third party by the Seller of a Sale Lot. If the Seller has strictly complied with the terms of this Section 8, at the Seller’s written request in connection with the closing of a sale of a Sale Lot, the Buyer shall affirm in writing to any interested party that the Seller has complied with the terms of this Section 8.

  • Right of First Refusal Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve (12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants or other advisors approved by the Board, (iii) issuances to strategic partners or other parties in connection with a commercial relationship, or providing the Company with equipment leases, real property leases or similar transactions approved by the Board (iv) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

  • Financing Right of First Refusal (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

  • Company’s Right of First Refusal Before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 5 (the “Right of First Refusal”).

  • Right of First Refusal to Purchase TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. If at any time during the term as extended, LANDLORD shall receive a bona fide offer from a third person for the purchase of the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises on the same terms as those set forth in such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise.

  • Company Right of First Refusal (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11.

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

  • Right of First Offer to Purchase If Landlord intends to sell the Property during the Lease Term, and provided no Event of Default then exists, Tenant shall have a right of first offer to purchase the Property ("Tenant's Right of First Offer to Purchase") on the terms and conditions at which Landlord proposes to sell the Property to a third party. Landlord shall give Tenant written notice of its intent to sell and shall indicate the terms and conditions (including the sale price) upon which Landlord intends to sell the Property to a third party. Tenant shall thereafter have sixty (60) days to elect in writing to purchase the Property and execute a Purchase and Sale Agreement with respect thereto and shall have an additional fifty (50) days to close on the acquisition of the Property on the terms and conditions set forth in the notice provided by Landlord to Tenant; provided that prior to the execution of a binding purchase and sale agreement, Landlord shall retain the right to elect not to sell the Property. If Tenant does not elect to purchase the Property, then Landlord shall be free to sell the Property to a third party. However, if the price at which Landlord intends to sell the Property to a third party is less than 95% of the price set forth in the notice provided by Landlord to Tenant, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only thirty (30) days thereafter to complete the acquisition at such price, terms and conditions.

  • Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.

  • Exercise of Right of First Offer (i) Upon receipt of the Offering Notice, the Sponsor shall have until the end of the ROFO Notice Period to offer to purchase any or all of the New Equity Securities by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the Sponsor.

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