Common use of Right of First Offer and First Refusal Clause in Contracts

Right of First Offer and First Refusal. If, at any time during the Term Licensee desires to sell the System to a third party, Licensee shall first offer to sell the System to the Judicial Council (“First Offer Notice”). The Judicial Council shall have sixty (60) calendar days after receipt of the First Offer Notice to submit an offer to Licensee to purchase the System. If the Judicial Council fails to make an offer within the sixty (60) calendar day period, Licensee shall have the right to sell the System to a third party. If, at any time during the Term, Licensee receives a bona fide offer from any person or entity other than a parent or subsidiary of Licensee to purchase all or any part of the System, which offer Licensee would accept, Licensee shall, before accepting such offer, (i) send to the Judicial Council a true copy of the proposed offer; (ii) notify the Judicial Council of the intention of Licensee to accept the offer if the System is not purchased by the Judicial Council (“First Refusal Notice”), and (iii) offer the System for sale to the Judicial Council under the same terms and conditions in the proposed offer. The Judicial Council shall have sixty (60) calendar days after receipt of the proposed offer and First Refusal Notice to notify Licensee it will purchase the System on the terms and conditions in the proposed offer, subject to obtaining the necessary Judicial Council authorizations. For purposes of this section the sale of the System includes the sale of 50% or more of the stock or ownership interest of any entity that owns, directly or indirectly, the System.

Right of First Offer and First Refusal. If, at any time during the Term Licensee desires to sell the System to a third party, Licensee shall first offer to sell the System to the Judicial Council (“First Offer Notice”). The Judicial Council shall have sixty (60) calendar days after receipt of the First Offer Notice to submit an offer to Licensee to purchase the System. If the Judicial Council fails to make an offer within the sixty (60) calendar day period, Licensee shall have the right to sell the System to a third party. If, at any time during the Term, Licensee receives a bona fide offer from any person or entity other than a parent or subsidiary of Licensee to purchase all or any part of the System, which offer Licensee would accept, Licensee shall, before accepting such offer, (i) send to the Judicial Council a true copy of the proposed offer; (ii) notify the Judicial Council of the intention of Licensee to accept the offer if the System is not purchased by the Judicial Council (“First Refusal Notice”), ; and (iii) offer the System for sale to the Judicial Council under the same terms and conditions in the proposed offer. The Judicial Council shall have sixty (60) calendar days after receipt of the proposed offer and First Refusal Notice to notify Licensee it will purchase the System on the terms and conditions in the proposed offer, subject to obtaining the necessary Judicial Council authorizations. For purposes of this section the sale of the System includes the sale of fifty percent (50% %) or more of the stock or ownership interest of any entity that owns, directly or indirectly, the System.

Right of First Offer and First Refusal. If, at any time during the Term Licensee desires to sell the System to a third party, Licensee shall first offer to sell the System to the Judicial Council (“First Offer Notice”). The Judicial Council shall have sixty (60) calendar days after receipt of the First Offer Notice to submit an offer to Licensee to purchase the System. If the Judicial Council fails to make an offer within the sixty (60) calendar day period, Licensee shall have the right to sell the System to a third party. If, at any time during the Term, Licensee receives a bona fide offer from any person or entity other than a parent or subsidiary of Licensee to purchase all or any part of the System, which offer Licensee would accept, Licensee shall, before accepting such offer, (i) send to the Judicial Council a true copy of the proposed offer; (ii) notify the Judicial Council of the intention of Licensee to accept the offer if the System is not purchased by the Judicial Council (“First Refusal Notice”), and (iii) offer the System for sale to the Judicial Council under the same terms and conditions in the proposed offer. The Judicial Council shall have sixty (60) calendar days after receipt of the proposed offer and First Refusal Notice to notify Licensee it will purchase the System on the terms and conditions in the proposed offer, subject to obtaining the necessary Judicial Council authorizations. For purposes of this section the sale of the System includes the sale of fifty percent (50% %) or more of the stock or ownership interest of any entity that owns, directly or indirectly, the System.

Right of First Offer and First Refusal. If, at any time during the Term Licensee desires to sell the System to a third party, Licensee shall first offer to sell the System to the Judicial Council (“First Offer Notice”). The Judicial Council shall have sixty (60) calendar days after receipt of the First Offer Notice to submit an offer to Licensee to purchase the System. If the Judicial Council fails to make an offer within the sixty (60) calendar day period, Licensee shall have the right to sell the System to a third party. If, at any time during the Term, Licensee receives a bona fide offer from any person or entity other than a parent or subsidiary of Licensee to purchase all or any part of the System, which offer Licensee would accept, Licensee shall, before accepting such offer, (i) send to the Judicial Council a true copy of the proposed offer; (ii) notify the Judicial Council of the intention of Licensee to accept the offer if the System is not purchased by the Judicial Council (“First Refusal Notice”), ; and (iii) offer the System for sale to the Judicial Council under the same terms and conditions in the proposed offer. The Judicial Council shall have sixty (60) calendar days after receipt of the proposed offer and First Refusal Notice to notify Licensee it will purchase the System on the terms and conditions in the proposed offer, subject to obtaining the necessary Judicial Council authorizations. For purposes of this section the sale of the System includes the sale of fifty percent (50% %) or more of the stock or ownership interest of any entity that owns, directly or indirectly, the System.. 31