Right of First Refusal Procedures Sample Clauses

Right of First Refusal Procedures. SECTION 4.1. Set forth below are the right of first refusal procedures applicable to a Covered Opportunity. (a) Prior to finalizing any contract to acquire or construct any Covered Vessel or to acquire control of any Covered Vessel Business (any of the foregoing a “Covered Opportunity”), KK shall (i) deliver a notice to the Company advising it of the details of the Covered Opportunity, including its terms and conditions and (ii) offer to the Company, which offer may be subject to the finalization of the terms and conditions and the closing of any such Covered Opportunity, (1) such Covered Opportunity on such terms and conditions or (2) in the case of a Covered Vessel Business that owns non-Covered Vessel assets, the Covered Vessels and such related portion of the business for fair market value plus any Break Up Costs. (b) Within three Business Days after receipt of the notice referred to in Section 4.1(a), a committee composed of Independent Directors (the “Conflicts Committee”) shall deliver a notice to KK that the Company (i) intends to pursue the Covered Opportunity (an “Affirmative Response”) or (ii) declines to pursue the Covered Opportunity and consents to KK pursuing the Covered Opportunity within 180 days on terms and conditions materially not more favorable than those offered to the Company (a “Negative Response”). (c) In the event of an Affirmative Response, the Company and KK shall negotiate in good faith the terms and conditions of an agreement for the consummation of the Covered Opportunity based on the terms and conditions set forth in the notice referred to in Section 4.1(a). (d) In the event of a Negative Response or in the event the Company and KK are unable to agree on the terms and conditions of an agreement for the consummation of the Covered Opportunity, then KK may consummate the Covered Opportunity within 180 days after date of the Negative Response on terms and conditions materially not more favorable than those offered to the Company. If such Covered Opportunity is not consummated within 180 days after the date of the Negative Response then KK shall not thereafter engage in such Covered Opportunity without first offering it to the Company in the manner provided above. SECTION 4.2. KK and the Company acknowledge that all potential transfers pursuant to this Article IV are subject to obtaining any and all written consents of governmental authorities and non-affiliated third parties.
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Right of First Refusal Procedures. (i) Prior to LLS selling, or permitting the sale of, any of the ROFR Policies to any third party or to any of its affiliates, it shall first submit (the “Submission”) such ROFR Policies to the Trustee for potential purchase by one or more of the Merlion Purchasers in writing (the “Submission Notice”) through the Trustee’s web-based policy submission portal. The Submission Notice shall contain such information as mutually agreed between LLS and the Trustee and shall be accompanied by, or preceded by, the Policy Information and the Diligence Materials, and shall be accompanied by an optimized premium stream. The Trusts agree and acknowledge that the information in the Diligence Materials will differ from case-to-case depending on the information obtained and that LLS cannot represent or warrant the accuracy of such information. LLS agrees and acknowledges that the Trusts may request additional information and undertakes to use commercially reasonable efforts to provide such information as promptly as practicable. (ii) The Submission shall be and remain irrevocable for a period (the “Submission Period”) ending at 11:59 P.M. local time on the fifth (5th) Business Day following the date the Submission Notice is given to the Trustee on behalf of the Merlion Purchasers unless accepted or rejected by the Trustee in writing with respect to some or all of the ROFR Policies prior to the end of the Submission Period or if the parties mutually agree upon an extended time period. In accepting the Submission of some or all of the ROFR Policies, the Trustee shall provide LLS with a proposed purchase price for each such accepted ROFR Policy (the “ROFR Indicative Price”). The ROFR Indicative Price proposed by the Trustee for each ROFR Policy will include the amounts payable to the underlying policy seller (including any estimated premium reimbursement), any third party agent or other intermediary or referral fees but exclude the Provider Fee payable to LLS. (iii) If the Trustee on behalf of one or more of the Merlion Purchasers does not accept the Submission by providing a ROFR Indicative Price prior to the end of the Submission Period, then during the Trading Trust Term, and, if applicable, the Extended Trading Trust Term, the Trustee may, on behalf of one or more of the Trading Purchasers, propose a purchase price with respect to some or all of the ROFR Policies that meet the Trading Guidelines upon written notice to LLS prior to the end of the second (2nd) Business Day f...
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Right of First Refusal Procedures. The Investor Group shall, prior to effecting any Transfer of the Common Stock of the Company representing more than 1% of the outstanding shares of Common Stock to any Person, offer the Company a right of first refusal to purchase the shares proposed to be Transferred on the following terms. The Investor Group shall provide the Company with written notice (the "Sale Notice") of any proposed sale, which Sale Notice shall contain the identity of the purchaser, the number of shares of the Common Stock of the Company proposed to be Transferred to such purchaser, the purchase price for such shares and the form of consideration payable for such shares. The Sale Notice shall also contain an irrevocable offer to sell the shares subject to such Sale Notice to the Company for cash at a price equal to the price contained in such Sale Notice. The Company shall have the right and option, by written notice delivered to the Investor Group (the "Purchase Notice") within 15 days of receipt of the Sale Notice, to accept such offer as to all, but not less than all, of the Common Stock of the Company subject to such Sale Notice. The Company shall have the right to assign to any Person such right to purchase the shares subject to the Sale Notice. In the event the Company (or its assignee) elects to purchase the shares subject to the Sale Notice, the closing of the purchase of the Common Stock of the Company shall occur at the principal office of the Company (or its assignee) on or before the 10th day following such Shareholder's receipt of the Purchase Notice. In the event the Company does not elect to purchase the shares subject to the Sale Notice, such Shareholder shall be free, for a period of 60 days following the receipt of notice from the Company of its election not to purchase such shares or, in the absence of any such notice, for a period of 60 days following the 15th day after receipt by the Company of the Sale Notice, to sell the shares subject to the Sale Notice in accordance with the terms of, and to the person identified in, the Sale Notice. If such sale is not effected within such 60 day period such shares shall remain subject to the provisions of this Agreement. Notwithstanding the foregoing, the right of first refusal set forth in this Section shall not apply to the sale by the Investor Group of the Common Stock of the Company (i) made pursuant to section 2 of this Agreement, or (ii) made in a tender offer, merger or other similar business combination transacti...
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Right of First Refusal Procedures. In the event that Luxor proposes to dispose of or sell any the Equipment pursuant to its rights and remedies under the Lien Agreement, Soluna shall have a right of first refusal to purchase the Equipment as set forth below (“right of First Refusal”).
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Related to Right of First Refusal Procedures

  • 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.

  • 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.

  • 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.

  • 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.

  • Waiver of Right of First Refusal The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.

  • 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.

  • Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

  • 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.

  • 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.

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