Refusal Rights Clause Samples
The Refusal Rights clause grants one party the authority to decline or reject certain actions, offers, or obligations specified within the agreement. In practice, this may allow a party to refuse the assignment of contractual rights, the transfer of shares, or the acceptance of goods or services that do not meet agreed standards. By establishing clear boundaries for what can be refused and under what circumstances, this clause helps protect the interests of the party with refusal rights and prevents unwanted obligations or transactions from being imposed.
Refusal Rights. If the Optionee desires to sell all or any part of the -------------- shares acquired under this option (including any securities received in respect thereof pursuant to recapitalizations and the like), and an offeror (the "Offeror") has made an offer therefor, which offer the Optionee desires to accept, the Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "Bona Fide Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Option Notice") to the Company setting forth his desire to sell such shares, which Option Notice shall be accompanied by a photocopy of the original executed Bona Fide Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Bona Fide Offer. Upon receipt of the Option Notice, the Company shall have an option to purchase any or all of such shares specified in the Option Notice, such option to be exercisable by giving, within 30 days after receipt of the Option Notice, a written counter-notice to the Optionee. If the Company elects to purchase any or all of such shares, the Optionee shall sell to the Company at the price and terms indicated in the Bona Fide Offer within 60 days from the date of receipt by the Company of the Option Notice. The Company's purchase rights under this Article 16 are assignable by the Company in its sole discretion. The Optionee may sell, pursuant to the terms of the Bona Fide Offer, any or all of such shares not purchased or agreed to be purchased by the Company for 60 days after the expiration of the 30-day period during which the Company may give the aforesaid counter-notice; provided, however, that the -------- ------- Optionee shall not sell such shares to the Offeror if, in the sole opinion of the Company, the Offeror is a competitor of the Company and the Company gives written notice to the Optionee, within 30 days of its receipt of the Option Notice, stating that the Optionee shall not sell his shares to the Offeror; and provided further, that prior to the sale of such shares to the Offeror, the Offeror shall execute an agreement with the Company pursuant to which the Offeror agrees not to become a competitor of the Company and further agrees to be subject to the restriction set forth in this Article 16. If any or all of such shares are not sold pursuant to a Bona Fide Offer within the time permitted above, the unsold shares shall remain subject to the terms of this Article 16. The refusal ...
Refusal Rights. The Company may elect to purchase all --------------------- (but not less than all) of the shares of Investor 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 Purchaser and GTCR within 30 days after the Sale Notice has been given to the Company. If the Company has not elected to purchase all of the Investor Stock to be transferred, GTCR may elect to purchase all (but not less than all) of the Investor Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by giving written notice of such election to Purchaser within 60 days after the Sale Notice has been given to GTCR. If neither the Company nor GTCR elect to purchase all of the shares of Investor Stock specified in the Sale Notice, Purchaser may transfer the shares of Investor 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 180-day period immediately following the Authorization Date. Any shares of Investor Stock not transferred within such 180-day period will be subject to the provisions of this Section 3C upon subsequent transfer.
Refusal Rights. The rights of a Rights Holder, including without limitation ▇▇▇▇ ▇▇▇▇▇▇’▇ rights, under Section 3 may be assigned only to (i) an Affiliate of the Rights Holder or the Rights Holder’s principal; (ii) in the case of ▇▇▇▇ ▇▇▇▇▇▇, (1) his spouse, his siblings, the siblings of his spouse or any of his lineal ancestors or descendants or (2) a trust for the benefit of ▇▇▇▇ ▇▇▇▇▇▇, his spouse, his siblings, the siblings of his spouse or any of his lineal ancestors or descendants; (iii) a party who acquires from a Rights Holder (or a Rights Holder’s permitted assigns) at least 4,000,000 shares of Series A Stock, Series A-1 Stock, Series B Stock, Series B-1 Stock, Series B-2 Stock and/or an equivalent number (on an as-converted to Class A Common Stock basis) of shares of Conversion Stock, or (iv) a party who acquires from a Rights Holder (or a Rights Holder’s permitted assigns) at least nine hundred thousand (900,000) shares of Series C Stock and/or an equivalent number (on an as-converted to Class A Common Stock basis) of shares of Conversion Stock. No party may be assigned any of the foregoing rights unless the Company is given written notice by the assigning party at the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; provided, further, that any such assignee of such rights is not deemed by the Board, in its reasonable judgment, to be a direct competitor of the Company; and provided, further, that any such assignee shall receive such assigned rights subject to all the terms and conditions of this Agreement, including without limitation the provisions of this Section 5 and must execute and deliver a counterpart or addendum to this Agreement manifesting their consent to be bound by the terms of this Agreement prior to any transfer of rights hereunder.
Refusal Rights. Members of the bargaining unit shall have the right of first refusal for all overtime opportunities determined by the Department to be necessary, based upon equal qualification for the open position.
A. For any overtime which requires special qualification, those with that qualification will have right of first refusal, prior to those without that qualification. Special qualifications can be those related to a certain rank, level of EMS certification, or specialized training.
B. When special qualifications are not necessary, members shall be offered overtime based upon seniority in a fair and equal rotation, as administered by the union, with approval of the Fire Chief.
Refusal Rights. The rights of a Rights Holder under Section 3 hereof may be assigned only to a party to the extent that such transferee acquires from the Rights Holder (or the Rights Holder’s permitted assigns) shares of Preferred Stock or shares of Common Stock issued upon conversion thereof; provided, however that no party may be assigned any of the foregoing rights unless (i) the Company is given written notice by the assigning party at the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned, (ii) such transfer of the securities of the Company is made in compliance with the terms and conditions relating to restrictions and conditions of transfer applicable to such securities, and (iii) such assignee executes and delivers to the Company a counterpart signature page to this Agreement in a form reasonably satisfactory to the Company agreeing to be bound by all of the terms and conditions of this Agreement (including without limitation the provisions of this Section 4) as an “Investor” hereunder.
Refusal Rights. The Association reserves the right to refuse requests to any member known to be irresponsible based on prior experience. The Managing Agent or any two members of the Board of Directors may determine refusal.
Refusal Rights. The rights of first refusal of a Rights Holder under Section 3 hereof may be assigned only to a party who acquires from a Holder at least 45,000 shares of Preferred Stock, Conversion Stock, Common Stock, or any combination thereof; PROVIDED HOWEVER that no party may be assigned any of the foregoing rights unless the Company is given written notice by the assigning party at the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; and PROVIDED FURTHER that any such assignee shall receive such assigned rights subject to all the terms and conditions of this Agreement, including without limitation the provisions of this Section 4, by agreeing in writing to be bound by the terms hereof.
Refusal Rights. No Shares may be transferred pursuant to this Section -------------- 4 prior to the first to occur of (i) the Initial Public Offering (subject to the provisions of the Registration Agreement) or (ii) December 13, 1998.
Refusal Rights. During the Term, if GTC proposes to seek distribution, sales agents, manufacturing, licensees or other services in all or any countries of the Territory or to or for the NGO Group with respect to any GTC product, Intellectual Property Rights, or service, other than a GTC product, Intellectual Property Right or service licensed to SMIG hereunder in the Territory, then prior to soliciting, discussing or negotiating with any Person to undertake the foregoing, GTC will send a Notice to SMIHC setting for the rights GTC proposes to exercise and strictly complying with the following:
Refusal Rights. (a) During the term of this Agreement, Drinks shall have the right to accept or decline the introduction, entry or re-entry into the Exclusive Territory of any new item, product, product line extension or other Beverages of WBI, excepting those specific Products set forth on Schedule “A”.
(b) Beverages accepted by Drinks shall become Products and be deemed included on Schedule “A”.
(c) In the event Drinks should decline such Beverage(s), WBI shall not enter into any agreement with a third party to, nor shall it directly or indirectly itself, introduce or sell such Beverage(s) into or within the Territory without the consent of Drinks, which as to Beverages dissimilar to Products, shall not be unreasonably withheld.