RIGHT OF FIRST REFUSALS. Buyer and Seller acknowledge that Seller has advised Buyer that certain Leases contain a right of first refusal to purchase a Project, as more specifically identified on Exhibit R attached hereto (“Refusal Property”). Upon the expiration of each refusal period or written confirmation that such Tenant does not intend to exercise its right of first refusal to purchase its respective Project, Seller agrees to immediately notify Buyer, in writing, if any of the Tenants of the Refusal Property timely exercises its right to purchase its respective Project. If any Tenant timely exercises its right of refusal, then the relevant Refusal Property shall be deleted from this Agreement, whereupon the Purchase Price for the developed Property shall be reduced by an amount equal to the release price for such Refusal Property as set forth in Exhibit R; and (ii) Seller shall reimburse Buyer, within ten (10) days after written demand therefor, for all of the reasonable, documented third-party costs and expenses that Buyer incurred in order to perform its due diligence investigations at, to, in and about each Refusal Property that has been excluded from this Agreement in an amount not to exceed *** per individual Refusal Property. Such reimbursement obligation shall survive the Closing.
RIGHT OF FIRST REFUSALS. 3.30.1. The Representative is hereby granted a right of first refusal for a period commencing on the consummation of this Offering and continuing until the consummation of an initial Business Combination (or the liquidation of the Trust Account in the event that the Company fails to consummate an initial Business Combination within the prescribed time period) to act as book running manager, placement agent and/or arranger for all financings where the Company seeks to raise equity, equity-linked, debt or mezzanine financings relating to or in connection with a Business Combination and to receive at least 35% of the aggregate gross spread or fees from any and all such financings (such gross spread or fees in any and all such financings to be mutually determined in good faith by the Company and the Representative and based on the prevailing market for similar transactions).
3.30.2. The Representative is hereby granted, for a period commencing on the consummation of this Offering and continuing until one year from the closing of the Business Combination, the right to act as lead underwriter for the next similar technology industry focused SPAC, or more broadly any U.S. registered public offering of securities for the purpose of raising capital and placing 90% or more of the proceeds in a trust or escrow account to be used to acquire one or more operating businesses that have not been identified at the time of the public offering, undertaken by any officer of the Company that either (i) includes any one or more of Messrs. Ball, Xxxxxxxxxx, Xxxxx or Pai, or which (ii) has “Archimedes” in its corporate name. The terms of such offering shall be mutually determined in good faith by the applicable officer of the Company and the Representative and will be based on the prevailing market for similar offerings.
RIGHT OF FIRST REFUSALS. (a) If any Participant, his Beneficiary or any other person to whom shares of Company Stock are distributed from the Plan (the "Selling Participant") shall, at any time, desire to sell some or all of such shares (the "Offered Shares") to a third party (the "Third Party"), the Selling Participant shall give written notice of such desire to the Employer and the Administrator, which notice shall contain the number of shares offered for sale, the proposed terms of the sale and the names and addresses of both the Selling Participant and Third Party. Both the Trust Fund and the Employer shall each have the right of first refusal for a period of fourteen (14) days from the date the Selling Participant gives such written notice to the Employer and the Administrator (such fourteen (14) day period to run concurrently against the Trust Fund and the Employer) to acquire the Offered Shares. As between the Trust Fund and the Employer, the Trust Fund shall have priority to acquire the shares pursuant to the right of first refusal. The selling price and terms shall be the same as offered by the Third Party.
RIGHT OF FIRST REFUSALS. 48 7.10 STOCK CERTIFICATE LEGEND .......................... 50
RIGHT OF FIRST REFUSALS. (a) If any Participant, his Beneficiary or any other person to whom shares of Company Stock are distributed from the Plan (the "Selling Participant") shall, at any time, desire to sell some or all of such shares (the "Offered Shares") to a third party (the 55
RIGHT OF FIRST REFUSALS. (a) If any Participant, the Participant’s Beneficiary or any other person to whom shares of Company Stock are distributed from the Plan (the “Selling Participant”) shall, at any time, desire to sell some or all of such shares (the “Offered Shares”) to a third party (the “Third Party”), the Selling Participant shall give written notice of such desire to the Employer and the Administrator, which notice shall contain the number of shares offered for sale, the proposed terms of the sale and the names and addresses of both the Selling Participant and Third Party. Both the Trust Fund and the Employer shall each have the right of first refusal for a period of fourteen (14) days from the date the Selling Participant gives such written notice to the Employer and the Administrator (such fourteen (14) day period to run concurrently against the Trust Fund and the Employer) to acquire the Offered Shares. As between the Trust Fund and the Employer, the Trust Fund shall have priority to acquire the shares pursuant to the right of first refusal. The selling price and terms shall be the same as offered by the Third Party.
(b) If the Trust Fund and the Employer do not exercise their right of first refusal within the required fourteen (14) day period provided above, the Selling Participant shall have the right, at any time following the expiration of such fourteen (14) day period, to dispose of the Offered Shares to the Third Party; provided, however, that (i) no disposition shall be made to the Third Party on terms more favorable to the Third Party than those set forth in the written notice delivered by the Selling Participant above, and (ii) if such disposition shall not be made to a third party on the terms offered to the Employer and the Trust Fund, the offered Shares shall again be subject to the right of first refusal set forth above.
(c) The closing pursuant to the exercise of the right of first refusal under Section 7.9(a) above shall take place at such place agreed upon between the Administrator and the Selling Participant, but not later than ten (10) days after the Employer or the Trust Fund shall have notified the Selling Participant of the exercise of the right of first refusal. At such closing, the Selling Participant shall deliver certificates representing the Offered Shares duly endorsed in blank for transfer, or with stock powers attached duly executed in blank with all required transfer tax stamps attached or provided for, and the Employer or the Trust Fund ...
RIGHT OF FIRST REFUSALS. It is the Parties' belief that there are no ROFRs that are applicable to the transactions contemplated by this Agreement. Notwithstanding this, the Parties agree that if contrary to their common understanding and belief with respect to this issue, if any Third Party is able to establish its entitlement to a ROFR with respect to any of the Assets, or any interest therein, as a result of the completion of the transactions provided for in this Agreement, and is able to enforce the same, Purchaser shall comply with such ROFR.
RIGHT OF FIRST REFUSALS. (a) Vendor and Gas Corp. acknowledge that the some of the Assets are subject to the Rights of First Refusal as set forth in Schedule "K". Within five Business Days after the date hereof, Vendor shall provide to Gas Corp. a written list setting forth the Assets ("ROFR ASSETS") which are subject to each Right of First Refusal. Within three Business Days after its receipt of such list, Gas Corp. shall provide Vendor, in good faith and on a reasonable basis, a written statement setting forth the portion of the Asset Purchase Price it proposes to allocate to the ROFR Assets that are subject to each Right of First Refusal. The Parties will consult with respect to the allocations as appropriate in the circumstances. Promptly after such allocations are determined, Vendor shall send notices to the Persons (and Purchaser) holding Rights of First Refusal in accordance with the terms of the Right of First Refusal. Such notices shall use the allocations provided by Gas Corp. to Vendor. Gas Corp. shall be liable to Vendor and its Related Parties for, and shall, in addition, indemnify Vendor and its Related Parties from and against, all Losses, Liabilities and Claims suffered, sustained, paid or incurred by, or made against, them as a result of, arising out of, or in connection with, the use of such allocations in respect of the Rights of First Refusal. Vendor shall notify Gas Corp. forthwith upon each Person exercising or waiving a Right of First Refusal.
(b) If any Person elects to exercise a Right of First Refusal prior to Closing:
(i) the terms "ASSETS", "FACILITIES", "MISCELLANEOUS INTERESTS", "PETROLEUM AND NATURAL GAS RIGHTS", "TANGIBLES" and "XXXXX" will be deemed to have been amended to reflect the exclusion of the ROFR Assets to which the Right of First Refusal applies and such ROFR Assets shall not be conveyed to Gas Corp. and the Schedules hereto will be deemed to be amended accordingly;
RIGHT OF FIRST REFUSALS. At any time during the Term of Agreement and up to one year after the Term of the Agreement, if RELIFY decides to sell the PRODUCT to a third party SIRRUS shall have a 30 day first right of refusal to acquire the Product from the RELIFY (“Acquisition First Right”). This Acquisition First Right of refusal shall expire within 30 Days of RELIFY providing written notice to SIRRUS of its intention to sell the PRODUCT. Upon SIRRUS electing to exercise its Acquisition First Right by written notice, the Parties shall negotiate in good faith, exclusively for period or 60 days, the terms and conditions of an acquisition agreement. At any time during the Term of Agreement and up to one year after the Term of the Agreement, RELIFY shall grant SIRRUS the right of first refusal for the issuance of any financing transactions (“Financing First Right”). This Financing First Right shall expire within 14 Days of RELIFY providing notice to SIRRUS of its intention to seek financing. Upon SIRRUS electing to exercise its Financing First Right by written notice, the Parties shall negotiate in good faith, exclusively for period of 30 days, the terms and conditions of a financing agreement.
RIGHT OF FIRST REFUSALS. The provisions of this Section apply if the Board of Directors of the Employer so determines and notice thereof is provided to all participants,
