Right of First Refusal Option to Purchase Sample Clauses

Right of First Refusal Option to Purchase. (a) Subject to any lien created pursuant to Section 1(c) above, BMP may sell, transfer or dispose of all (but not less than all of) the BMP Interest to any person for cash pursuant to a bona fide offer from such person, provided that BMP provides thirty (30) days prior written notice (the “First Offer Notice”) to Xxxxxxx specifying in reasonable detail (i) the identity and address of the prospective transferee; (ii) a description of any related transactions, understandings and relationships, or a statement that none exists; and (iii) the consideration and material terms and conditions upon which, and a copy of the agreement pursuant to which, the proposed transfer is to be made. (b) Xxxxxxx shall have the option, for a period of twenty (20) days after receipt of the First Offer Notice, to purchase at the same price and on the same terms as contained in the First Offer Notice, provided that any amounts due under the Xxxxxxx Loans may be applied toward the purchase price, thereby reducing the amount owed to BMP pursuant to this section. (c) BMP hereby grants an option to Xxxxxxx to purchase the BMP Interest during the Term and any extension thereof (“Option”). Xxxxxxx may exercise the Option at any time following one hundred twenty (120) days from the date of this Management Agreement by providing written notice to BMP. The purchase price shall be conditioned upon the Company’s financial results for the second half of the 2016 calendar year. Any amount of outstanding Xxxxxxx Loans may be applied toward the purchase price of the Company pursuant to the Option.
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Right of First Refusal Option to Purchase. (i) If the Distributor receives a bona fide offer for the purchase of one or more of its Distributorship Business units as described in Schedule B of this Agreement which it intends to accept, it shall give notice to Pioneer of such intention, the name and address of the proposed purchaser and summary terms and conditions of the proposed transaction (the "Terms and Conditions"). Distributor shall subsequently provide to Pioneer such other information as Pioneer may reasonably require. Concurrently with giving such notice, the Distributor shall offer to sell the Distributorship Business to Pioneer on the following basis: (a) With regard to the sale of more than one unit of the Distributorship Business which sells Pioneer Decorative Laminates, the lesser of the price stated in the Terms and Conditions as contained in such outside offer or a price equal to the net book value plus 1.5 times the most recent cumulative 12 month PBIT as determined by generally accepted accounting principles, in accordance with all of the other Terms and Conditions as contained in such outside offer; (b) With regard to the sale of only one unit of the Distributorship Business which sells Pioneer Decorative Laminates, the lesser of the price stated in the Terms and Conditions as contained in such outside offer or a price equal to the net book value as determined by generally accepted accounting principles, in accordance with all of the other Terms and Conditions in such outside offer; and (c) With regard to the sale of one or more units of the Distributorship Business which sells Pioneer Decorative Laminates and DuPont's Corian, the lesser of the price stated in the Terms and Conditions as contained in such outside offer or a price equal to (i) the net book value plus three times the most recent cumulative 12 month PBIT as determined by generally accepted accounting principles or (ii) in the event that the Distributor fails to provide all third party consents necessary to allow Pioneer to sell DuPont's Corian on the same terms and conditions then available to such Distributor, then the price described in section (a) modified, however, to remove the effect or book value and PBIT of the Corian business, in accordance with all of the other Terms and Conditions as contained in such outside offer. The giving of such notice shall constitute a warranty and representation by the Distributor to Pioneer, that the Distributor believes the outside offer to be bona fide in all respects. Within ...
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Right of First Refusal Option to Purchase. Upon any proposal for a Permitted Pre-Sale (defined below), Lessee shall have the option and right (unless such Equipment has been previously sold pursuant to a Permitted Pre-Sale), in its sole discretion, to purchase any or all of the Equipment from Lessor for a purchase price equal to the highest Qualifying Offer. “Qualifying Offer” means an offer to purchase any Equipment that (i) is received in writing from a non-affiliate of Lessor, (ii) is an arms length offer from an informed and willing buyer under no compulsion to buy, and (iii) where the effective date of the purchase is on or about June 30, 2009. Lessor hereby covenants and agrees to provide Lessee with a copy of any Qualifying Offer promptly upon receipt thereof if Lessor determines that Lessor desires to pursue such Qualifying Offer. Upon exercise of such option, title to such Equipment shall pass from Lessor to Lessee on the date that Lessee pays the purchase price to Lessor (the “Purchase Date”). Lessee shall pay the purchase price to Lessor by the end of the month following the month in which the purchase price is determined and agreed to by
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Right of First Refusal Option to Purchase. Tenant shall have the option to purchase Premises in accordance with the terms, provisions and conditions of EXHIBIT "G" attached hereto and incorporated herein. Tenant shall have the further right of first refusal to purchase the Premises in accordance with the terms, provisions and conditions of EXHIBIT "H" attached hereto and incorporated herein.
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Right of First Refusal Option to Purchase. Tenant has the right of first refusal to purchase the Leased Premises at any time during the Lease Term, including any Renewal Term, where Landlord shall receive a bona fide offer from a third party for the purchase of the Leased Premises, which offer Landlord shall desire to accept. Tenant has the option to purchase the Leased Premises in accordance with the terms of the Lease.
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Right of First Refusal Option to Purchase. Tenant shall have the right of first refusal to purchase the Leased Premises as hereinafter set forth. If at any time during the Lease Term, including any Renewal Term, Landlord shall receive a bona fide offer from a third party for the purchase of the Leased 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 Leased 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 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 Leased Premises that is not consummated by delivering a deed to the offeror, the right of first refusal to purchase shall remain applicable to subsequent offers. If Landlord shall sell the Leased Premises after a failure of Tenant to exercise its right of first refusal, such sale shall be subject to the Lease and the right of first refusal shall continue to be applicable to subsequent offers to purchase and/or sales of the Leased Premises. Notwithstanding the foregoing, the 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.
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Right of First Refusal Option to Purchase. The Lease does not grant Lessee any right of first refusal, option to purchase or similar rights.
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Right of First Refusal Option to Purchase. Seller has no knowledge of any unrecorded right of first refusal or option to purchase the Property.
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Right of First Refusal Option to Purchase 
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Related to Right of First Refusal Option to Purchase

  • Right of First Refusal (a) The Shares acquired pursuant to the exercise of this Option may be sold by the Optionee only in compliance with the provisions of this Section 7, and subject in all cases to compliance with the provisions of Section 6(b) hereof. Prior to any intended sale, Optionee shall first give written notice (the “Offer Notice”) to the Company specifying (i) his or her bona fide intention to sell or otherwise transfer such Shares, (ii) the name and address of the proposed purchaser(s), (iii) the number of Shares the Optionee proposes to sell (the “Offered Shares”), (iv) the price for which he or she proposes to sell the Offered Shares, and (v) all other material terms and conditions of the proposed sale. (b) Within thirty (30) days after receipt of the Offer Notice, the Company or its nominee(s) may elect to purchase all or any portion of the Offered Shares at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (the “Acceptance Notice”) to the Optionee specifying the number of Offered Shares that the Company or its nominees elect to purchase. Within fifteen (15) days after delivery of the Acceptance Notice to the Optionee, the Company and/or its nominee(s) shall deliver to the Optionee payment of the amount of the purchase price of the Offered Shares to be purchased pursuant to this Section 7, against delivery by the Optionee of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. Payment shall be made on the same terms as set forth in the Offer Notice or, at the election of the Company or its nominees(s), by check or wire transfer of funds. If the Company and/or its nominee(s) do not elect to purchase all of the Offered Shares, the Optionee shall be entitled to sell the balance of the Offered Shares to the purchaser(s) named in the Offer Notice at the price specified in the Offer Notice or at a higher price and on the terms and conditions set forth in the Offer Notice; provided, however, that such sale or other transfer must be consummated within sixty (60) days from the date of the Offer Notice and any proposed sale after such sixty (60) day period may be made only by again complying with the procedures set forth in this Section 7. (c) The Optionee may transfer all or any portion of the Shares to a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such transfer being subject to the right of first refusal set forth in this Section 7, provided that the Shares so transferred shall remain subject to the terms and conditions of this Option Agreement and no further transfer of such Shares may be made without complying with the provisions of this Section 7. (d) Any Successor of Optionee pursuant to Section 5 hereof, and any transferee of the Shares pursuant to this Section 7, shall hold the Shares subject to the terms and conditions of this Option Agreement and no further transfer of the Shares may be made without complying with the provisions of this Section 7. (e) The rights provided the Company and its nominee(s) under this Section 7 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

  • Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the "TRANSFER SHARES") to any person or entity, including, without limitation, any shareholder of the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").

  • Exercise of Right of First Refusal At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

  • 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 Provided that no Event of Default has occurred under the Lease, Landlord hereby grants Tenant a right (“First Right”) to lease, during the initial Extended Term each of (i) approximately 23,455 rentable square feet of office space known as Suite No. 100, and/or (ii) approximately 18,351 rentable square feet of office space known as Suite No. 150 in the building located at 0000 Xxxxxxx Xxxx Drive, San Diego, California and shown on Exhibit A hereto (each, “First Right Space”) in accordance with and subject to the provisions of this Section; provided that this First Right shall cease to be effective during the final 12 months of the Extended Term unless and until Tenant exercises its extension option set forth in Section VIII.C above (or is then negotiating alternate terms for the extension of the Lease). Except as otherwise provided below, prior to leasing each First Right Space, or any portion thereof, to any other party during the period that this First Right is in effect and after determining that the existing tenant in the applicable First Right Space will not extend or renew the term of its lease, Landlord shall give Tenant written notice of the basic economic terms including but not limited to the Basic Rent, term, operating expense base, security deposit, and tenant improvement allowance (collectively, the “Economic Terms”), upon which Landlord is willing to lease such particular First Right Space to Tenant or to a third party; provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the tenant’s benefit. Further, if the First Right is exercised by Tenant during the first eighteen (18) months of the Extended Term, Tenant shall not be required to provide any security deposit if (i) Tenant is not then otherwise required to provide any security deposit with respect to the then current Premises, and (ii) Tenant’s net worth at the time the First Right is exercised is not less than 90% of its net worth as of the date hereof. If Tenant exercises any First Right during the initial 18 months of the Extended Term, the term for the applicable First Right Space shall be for a term equal to the then unexpired portion of the Term of the Lease and the Economic Terms shall be upon the same economic terms as the original Premises leased hereunder (including without limitation, the applicable Monthly Rate per square foot as set forth in Section II above). If Landlord intends to lease other office space in addition to the First Right Space as part of a single transaction, then Landlord’s notice shall so provide and all such space shall collectively be subject to the provisions of this Section VIII.D. Within 5 business days after receipt of Landlord’s notice, Tenant must give Landlord written notice pursuant to which Tenant shall elect to (i) lease all, but not less than all, of the space specified in Landlord’s notice (the “Designated Space”) upon such Economic Terms and the same non-Economic Terms as set forth in this Lease; (ii) refuse to lease the Designated Space, specifying that such refusal is not based upon the Economic Terms, but upon Tenant’s lack of need for the Designated Space, in which event Landlord may lease the Designated Space upon any terms it deems appropriate; or (iii) refuse to lease the Designated Space, specifying that such refusal is based upon said Economic Terms, in which event Tenant shall also specify revised Economic Terms upon which Tenant shall be willing to lease the Designated Space. In the event that Tenant does not so respond in writing to Landlord’s notice within said period, Tenant shall be deemed to have elected clause (ii) above. In the event Tenant gives Landlord notice pursuant to clause (iii) above, Landlord may elect to either (x) lease the Designated Space to Tenant upon such revised Economic Terms and the same other non-Economic Terms as set forth in this Lease, or (y) lease the Designated Space to any third party upon Economic Terms which are not materially more favorable to such party than those Economic Terms proposed by Tenant. Should Landlord so elect to lease the Designated Space to Tenant (or if Tenant exercises its right under Section VIII.D(i) above), then Landlord shall promptly prepare and deliver to Tenant an amendment to this Lease consistent with the foregoing, and Tenant shall execute and return same to Landlord within 10 days. If either Tenant or Landlord fails to timely deliver such amendment the other party may specifically enforce their respective rights hereunder, and/or to pursue any other available legal remedy. Notwithstanding the foregoing, it is understood that Tenant’s First Right shall be subject to those certain extension or expansion rights previously granted by Landlord to any third party tenant in the Building, and Landlord shall in no event be obligated to initiate this First Right prior to leasing any portion of the First Right Space to the then-current occupant thereof. Tenant’s rights under this Section shall be personal to the original Tenant named in this Lease and may not be assigned or transferred (except in connection with a Permitted Transfer of this Lease as described in Section 9.4 of the Lease). Any other attempted assignment or transfer shall be void and of no force or effect. Tenant’s election not to lease any Designated Space relating to one First Right Space shall not waive, limit, alter, or impair Tenant’s First Right with respect to the other First Right Space.

  • General Partner Right of First Refusal The transferring Partner shall give written notice of the proposed transfer to the General Partner, which notice shall state (i) the identity of the proposed transferee, and (ii) the amount and type of consideration proposed to be received for the transferred Partnership Units. The General Partner shall have ten (10) days upon which to give the transferring Partner notice of its election to acquire the Partnership Units on the proposed terms. If it so elects, it shall purchase the Partnership Units on such terms within ten (10) days after giving notice of such election. If it does not so elect, the transferring Partner may transfer such Partnership Units to a third party, on economic terms no more favorable to the transferee than the proposed terms, subject to the other conditions of this Section 11.3.

  • 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. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

  • 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.

  • First Right of Refusal If any Partner shall enter into an agreement to sell their ownership interest in the Partnership with an individual or entity that is not a current Partner, the following parties must be given a first right of refusal before such a transaction can take place:

  • Termination of Right of First Refusal The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

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