Right of First Refusal Notice. The notice set forth in item 24.1 above (Right of First Refusal) shall specify all the terms of the intended transaction and shall mention, in particular, the price, the payment method, and the place and date for review of the relevant documentation.
Right of First Refusal Notice. If the sale of the Property to third parties is consummated as provided for in item 24.1 (Right of First Refusal) during the term of this Agreement, this Agreement shall remain fully in force, and the Developer Lessor agrees to include, in the deed entered into in connection with the sale of the Property, the obligation of the purchaser to abide by this Agreement, including by mentioning it in the relevant deed of transfer, for the specific purpose of disclosing this Agreement and provide for the continuance of its terms and conditions, so as to require such third-party purchaser to strict comply therewith.
Right of First Refusal Notice to SPTL and the JVC of such opportunity to produce or invest in such crystalline cell production and a description of the material terms of such opportunity and crystalline cell production and (ii) grant SPTL a right of first refusal for the JVC to produce or invest, as the case may be, in such crystalline cell production (the “Right of First Refusal”) and permit SPTL a period of one-hundred twenty (120) days to determine whether to exercise the Right of First Refusal with respect thereto. SPTL may exercise the Right of First Refusal by delivering written notice of such exercise to AUO within one-hundred twenty (120) days after AUO’ delivery of the Right of First Refusal Notice. Only if SPTL fails to exercise the Right of First Refusal within such one-hundred twenty (120) day period may AUO and its direct and indirect subsidiaries and any other controlled Affiliates (other than the JVC) produce or invest in such crystalline cell production outside of the JVC, provided that the terms are no more favorable to AUO, the applicable subsidiaries and/or the other controlled Affiliates, as applicable, than were described in the Right of First Refusal Notice. If SPTL exercise the Right of First Refusal with respect to such opportunity, then (i) the Parties shall cooperate with each other in good faith in taking such actions as are reasonably necessary for the JVC to so produce or invest in such crystalline cell production on the terms described in the Right of First Refusal Notice and on other commercially reasonable terms mutually agreed in writing by the Parties, and (ii) if SPTL agrees to incorporate such high efficiency solar cell technology into the JVC and if such technology is not based on SPTL’ core technology, then the Parties shall agree to renegotiate allocation and market rights for such technology. Notwithstanding the foregoing, in the event SPTL and its permitted transferees (if any) no longer own any Shares pursuant to a sale transaction contemplated by Section 12, then the ten (10)- year right of first refusal period in the first sentence of this Section shall be changed to a *** year period commencing from the consummation of the sale transaction contemplated by Section 12.
Right of First Refusal Notice. If, at any time during the Employment Period, the Executive proposes to sell, transfer or otherwise dispose of to any Person (a "Disposition Proposal") one or more Properties owned, directly or indirectly (including Properties owned, directly or indirectly, by the Xxxxxxx Companies), by the Executive (any such Property, a "Disposition Property"), the Executive shall, before completing such sale, transfer or other disposition, provide a written notice (the "Right of First Refusal Notice") of such Disposition Proposal to the Company, in the manner provided in Section 12(c) of this Agreement, containing the information described in paragraph (b) below.
Right of First Refusal Notice from the Corporation that the Corporation requires or proposes to undertake a brokered or underwritten offering, failing which Echelon shall relinquish its rights with respect to that particular engagement only and shall continue to have a Right of First Refusal in relation to any other public or private brokered or underwritten offering of debt, equity, equity-based securities, or financial advisory services of the Corporation during the Right of First Refusal Period. If, prior to, or any time after, providing Echelon with a Right of First Refusal Notice, the Corporation has received an offer from a third party to serve as lead manager, or exclusive placement agent in connection with a financing, the terms upon which such third party has proposed to act in such capacity shall be disclosed to Echelon by the Corporation in writing, and Echelon shall be entitled to exercise its Right of First Refusal by notifying the Corporation, within five business days following written notification from the Corporation, of its intention to match the terms proposed by such third party. The Corporation confirms that there are no other rights of first refusal to provide debt or equity financing services to the Corporation currently outstanding.
Right of First Refusal Notice from the Corporation that the Corporation requires or proposes to undertake a Financing, failing which Echelon shall relinquish its rights with respect to that particular engagement only and shall continue to have a Right of First Refusal in relation to any other Financing of the Corporation during the Right of First Refusal Period. If, prior to, or any time after, providing Echelon with a Right of First Refusal Notice, the Corporation has received an offer from a third party to serve as lead manager, or exclusive placement agent in connection with a Financing, the terms upon which such third party has proposed to act in such capacity shall be disclosed to Echelon by the Corporation in writing, and Echelon shall be entitled to exercise its Right of First Refusal by notifying the Corporation, within five business days following written notification from the Corporation, of its intention to match the terms proposed by such third party. The Corporation confirms that there are no other rights of first refusal to provide debt or equity financing services to the Corporation currently outstanding.
Right of First Refusal Notice. (a) Prior to any intended Transfer pursuant to Section 7.03(b), the selling Class A Member (the “Selling Class A Member”) shall first give written notice (the “Notice”) to the HS Member and the JVP Member (to the extent either such Person is not the Selling Class A Member) specifying (i) the Selling Class A Member’s bona fide intention to sell such Class A Shares; (ii) the name(s) and address(es) of the proposed transferee(s); (iii) the number of Class A Shares the Selling Class A Member proposes to Transfer (individually, a “Class A Offered Share,” and collectively, the “Class A Offered Shares”); (iv) the cash price for which the Selling Class A Member proposes to Transfer each Class A Offered Share (the “Proposed Purchase Price”); and (v) all other material terms and conditions of the proposed transfer.
(b) Within thirty (30) days after receipt of the Notice, the HS Member or JVP Member or any of their respective Permitted Transferees (to the extent such Person is not the Selling Class A Member), as applicable (each, a “Purchasing Class A Member”) may elect in the aggregate to purchase all of the Class A Offered Shares at the price and on the terms and conditions set forth in the Notice by delivery of written notice of such election to the Selling Class A Member (the “Election Notice”), specifying a day, which shall not be more than thirty (30) days after such notice is delivered, on or before which the Selling Class A Member shall surrender (if such Selling Class A Member has not already done so) the certificate or certificates representing the Class A Offered Shares with stock powers duly endorsed in blank at the administrative office of the Company to be delivered to each Purchasing Class A Member. On the closing date specified in the Election Notice, the Purchasing Class A Members shall together pay to the Selling Class A Member by wire transfer in immediately available funds an amount equal to the product of the Proposed Purchase Price multiplied by the number of the Class A Offered Shares being purchased. If the Selling Class A Member fails to so surrender such certificate or certificates on or before such date, from and after such date the Class A Offered Shares shall be deemed to be no longer outstanding, and the Selling Class A Member shall cease to be a Member with respect to such Class A Shares and shall have no rights with respect thereto except only the right to receive payment of the Proposed Purchase Price, without interest, upon surrender...
Right of First Refusal Notice. Itochu shall not Transfer the Japanese Footwear Trademarks or the Other Trademarks or any interest therein without first giving written notice of the proposed Transfer to Newco setting forth in reasonable detail the proposed assignee, the marks and related rights proposed to be Transferred, and the price and other terms and conditions of the Transfer (the "TRADEMARK TRANSFER NOTICE").
Right of First Refusal Notice. Unless with the prior written consent of the Investor, when (i) the Original Equityholder proposes to make a Transfer of the then ordinary shares of the Company pursuant to Section 5.4.4, (ii) the Original Equityholder proposes to make a Transfer of the then ordinary shares of the Company pursuant to Section 5.4.5, or (iii) the Original Equityholder proposes to make a Transfer of the equity interest of the Company pursuant to Section 5.4.7 then the Original Equityholder shall first offer such ordinary shares to the Investor (or its affiliates) by notifying the Investor in writing (the “Transfer Notice”), which notice shall describe fully the proposed Transfer, including the number of ordinary shares proposed to be Transferred and the proposed Transfer price and inquire whether the Investor excises its the Right of First Refusal. The Investor (or its affiliates) shall then have the right to purchase all or any of such ordinary shares subject to the Transfer Notice at a price per share equal to the proposed per share Transfer price, by delivery to the Company of a notice of exercise of its Right of First Refusal within thirty (30) days after the date the Transfer Notice is deemed delivered to the Investor pursuant to Section 9.2. Upon receipt of any such notices of exercise the Company shall promptly transmit the same to the Original Equityholder at its registered address (or such other address as it may designate for such purpose). Charges for such transmittal shall be for the account of the Original Equityholder, who will be required to indicate the method of transmission to be used by the Company in this regard (e.g., regular post, express courier, etc.). The Company may require advance payment of funds from the Original Equityholder to cover the costs of transmitting such notices.
Right of First Refusal Notice. If any Transferor shall at any time wish to sell, assign, transfer or otherwise dispose (each a "Transfer") of all or any portion of one or both of the Retained Theaters or shall have received an offer (an "Offer") soliciting such Transfer, such Transferor shall promptly delivery written notice (the "Notice") of the terms of such Transfer, together with a copy of the Offer, if any, to CCG. In the event that the Offer encompasses other property in addition to the Retained Theaters, the Notice shall be limited to the part of the Retained Theaters that is included in the Offer, on such terms as apply to the Retained Theater(s) or that portion thereof and at such price as shall be reasonably allocated to the Retained Theaters.
