Common use of Right of First Clause in Contracts

Right of First. Refusal For a period of three (3) years from the date of this Agreement, the Company will not enter into an agreement for a public or private cash (other than to employees) of any securities of the Company or any affiliate of the Company or any securities offered by the Company or any affiliate, including any shareholder owning ten percent (10%) or more of the Company's issued and outstanding Common Stock, for cash to or through any person, firm or corporation other than Xxxxx Financial Services, Inc. unless and until the Company shall have first negotiated for the sale of such securities with or through or offered to sell such securities to Xxxxx Financial Securities, Inc. The Company shall notify Xxxxx Financial Services, Inc. in writing of the Company's intention to offer such securities in an offering covered by this right of first refusal and the terms (including the price or other method of determining the underwriting or placement discount or fee) and the conditions of the proposed offering. Xxxxx Financial Services, Inc. shall then have 10 days from the date of receipt of such written notice to decide whether to participate in such proposed offering. If Xxxxx Financial Services, Inc. determines that it does not wish to participate in the proposed offering, then it shall so notify the Company of its intention in writing not later than 30 days from the receipt of notice from the Company of such proposed offering. If Xxxxx Financial Services, Inc. determines not to participate in such offering, then the Company may, within a period of 90 days from the date of receipt of notice from Xxxxx Financial Services, Inc. of its intention not to participate, enter into a letter of intent for the public sale or, as appropriate, a contract for the private sale, of any of such securities through any other person, firm or corporation on the same general terms and conditions as those which were tendered by the Company to Xxxxx Financial Services, Inc. Provided, however, as to a public offering, it a definitive underwriting agreement with a firm commitment is not executed by the Company with such third party within 180 days thereafter, all the rights of Xxxxx Financial Services, Inc. hereunder with respect to such offering shall be reinstated. Nothing in this Agreement shall be construed as granting the continuation of such preferential right on the part of Xxxxx Financial Services, Inc. beyond such three-year period.

Right of First. Refusal For ---------------------- 52.1 As set out above, the Company hereby grant to the Lessee a period right of three (3) years first refusal to lease from the Company the Further Area, in addition to the remainder of the leased areas to the Lessee under this Agreement. The right of first refusal shall be operative with effect from the date of signature of this Agreement, Agreement until 3 (three) months shall have elapsed from the Date of Delivery of possession as set forth in paragraph 11.1 above (hereinafter: "the Right of Refusal Period"). 52.2 It is hereby recorded that the right of first refusal shall apply only in relation to contractual arrangements wherein the Company will not enter into an agreement for a public or private cash (other than grants lease rights in the Additional Area to employees) of any securities of third party whatsoever. With respect to any contractual arrangements between the Company or and any affiliate of the Company or any securities offered by the Company or any affiliate, including any shareholder owning ten percent (10%) or more of the Company's issued and outstanding Common Stock, for cash to or through any person, firm or corporation other than Xxxxx Financial Services, Inc. unless and until the Company shall have first negotiated third party whatsoever for the sale of such securities with the whole or through or offered to sell such securities to Xxxxx Financial Securities, Inc. The Company shall notify Xxxxx Financial Services, Inc. in writing any part of the Further Area, no right of refusal whatsoever shall accrue to the Lessee. 52.3 In regard to the aforesaid right of first refusal, the following provisions shall apply: (a) Should the Company's intention , in its sole discretion, make the Additional Area available for letting, and should it reach an agreement with any third party whatsoever, subject to offer such securities in an offering covered by this the right of first refusal and hereby granted to the terms (including Lessee, with respect to the price or other method of determining the underwriting or placement discount or fee) and the conditions letting of the proposed offeringAdditional Area to such third party, the Company shall offer to let the Additional Area to the Lessee prior to its offer to conclude any transaction whatsoever with that third party, on conditions identical with those agreed as aforesaid with that third party. Xxxxx Financial ServicesShould the Lessee be desirous of leasing the Additional Area from the Company on the foregoing conditions, Inc. the Lessee shall then have 10 give notice thereof to the Company within 15 days from the date of receipt delivery to it of such written the offer to let the Additional Area as aforesaid. In the event of the Lessee giving notice to decide whether to participate in such proposed offering. If Xxxxx Financial Services, Inc. determines the Company that it does not wish to participate lease the Additional Area on the foregoing conditions, or should no notice whatsoever be given to the Company, and upon the expiration of the 15 days as aforesaid, the Lessee shall be regarded as having waived its right to lease the Additional Area on the foregoing conditions, and in the proposed offering, then it shall so notify such event the Company of its intention in writing not later than 30 days from shall be entitled to let the receipt of notice from the Company of such proposed offering. If Xxxxx Financial Services, Inc. determines not Additional Area to participate in such offering, then the Company may, within a period of 90 days from the date of receipt of notice from Xxxxx Financial Services, Inc. of its intention not to participate, enter into a letter of intent for the public sale or, as appropriate, a contract for the private sale, of any of such securities through any other person, firm or corporation on the same general terms and conditions as those which were tendered by the Company to Xxxxx Financial Services, Inc. Provided, however, as to a public offering, it a definitive underwriting agreement with a firm commitment is not executed by the Company with such third party within 180 days thereafterwhatsoever on conditions no more favourable than those under which the Additional Area had been offered to the Lessee. (b) Should, all the rights of Xxxxx Financial Services, Inc. hereunder with respect to such offering shall be reinstated. Nothing in this Agreement shall be construed as granting the continuation of such preferential right after waiver on the part of Xxxxx Financial Servicesthe Lessee of its right to lease the Additional Area on the conditions set out in paragraph (a) above, Inc. beyond such threethe Company reach an agreement with any third party whatsoever, subject to the right of refusal hereby granted to the Lessee, as to the letting of the Additional Area to that third party on conditions more favourable than those offered to the Lessee as set forth in paragraph (a) above, the Lessee's right of first refusal shall be renewed and the Company shall be obliged to offer the Additional Area to the Lessee for the second time prior to its letting the same to that third party, on conditions identical to those agreed upon as set out in this paragraph (b) with that third party, and all the provisions set forth in paragraph (a) above shall apply in connection therewith. The Company shall enable the Lessee, at its request, to peruse the relevant parts of the lease agreement entered into with that third party in order to verify the fulfilment of the provisions of this paragraph. (c) It is hereby recorded that upon expiration of the Right of Refusal Period or waiver by the Lessee of its right as set out in sub-year periodparagraph (a) above, irrespective of whether the Lessee had given notice that it did not wish to lease the Additional Area, or whether it had not given any notice whatsoever to the Company, and upon the expiration of the period of 15 days as set out above, the Lessee shall have no rights in and to the Additional Area, nor shall it have any claim against the Company and/or against any third party whatsoever with whom the Company enters into contractual arrangements, if so entered into.

Right of First. Refusal For a period OFFER Landlord hereby grants Tenant the Right of three (3) years from First Offer to lease the date contiguous space of this Agreement, 2,758 rentable square feet on the Company will not enter into an agreement for a public or private cash (other than to employees) of any securities 8th Floor of the Company Building, presently vacant and shown outlined on the floor plan annexed hereto as Exhibit A ("First Offer Space"), upon the following terms and conditions: (a) Landlord will give Tenant written notice when Landlord is about to begin negotiations to lease all or any affiliate a portion of the Company or any securities offered by the Company or any affiliate, including any shareholder owning First Offer Space to a third party and Tenant shall have ten percent (10%) or more of the Company's issued and outstanding Common Stock, for cash to or through any person, firm or corporation other than Xxxxx Financial Services, Inc. unless and until the Company shall have first negotiated for the sale of such securities with or through or offered to sell such securities to Xxxxx Financial Securities, Inc. The Company shall notify Xxxxx Financial Services, Inc. in writing of the Company's intention to offer such securities in an offering covered by this right of first refusal and the terms (including the price or other method of determining the underwriting or placement discount or fee) and the conditions of the proposed offering. Xxxxx Financial Services, Inc. shall then have 10 days from the date of after receipt of such written notice to decide whether notify Landlord of its exercise of the Right hereunder; (b) At the time Tenant notifies Landlord of its exercise of the Right, Tenant shall not be in default under any of the provisions of the Lease beyond any applicable cure period; (c) Base Rent for the First Offer Space shall be at the same annual Base Rents payable by Tenant with respect to participate the Premises; (d) Tenant's Percentage under Article 5 above shall be increased by 1.068%; (e) The effective date of the addition of the First Offer Space to the Premises shall be the 31st day after Tenant's receipt of Landlord's notice under (a) above; (f) Tenant agrees to accept the First Offer Space in such proposed offering. If Xxxxx Financial Services"as is" condition, Inc. determines that it does not wish to participate in the proposed offeringphysical state and condition thereof on the effective date under (e) above, then it provided that Landlord shall so notify contribute a construction allowance of $.22 per rentable square foot of the Company First Offer Space per month remaining in the initial term of its intention in writing not later than 30 days the Lease from and after the receipt of notice from the Company of such proposed offering. If Xxxxx Financial Services, Inc. determines not to participate in such offering, then the Company may, within a period of 90 days from the effective date of receipt of notice from Xxxxx Financial Services, Inc. of its intention not to participate, enter into a letter of intent under (e) above; (g) Except for the public sale orprovisions of paragraphs (c), as appropriate(d), a contract for and (f) above, Tenant's lease of the private sale, of any of such securities through any other person, firm or corporation on First offer Space shall be upon the same general terms and conditions as those which were tendered by contained in the Company Lease; and (h) Upon Tenant's failure to Xxxxx Financial Services, Inc. Provided, however, as to a public offering, it a definitive underwriting agreement with a firm commitment is not executed by the Company with such third party within 180 days thereafter, all the rights exercise its Right of Xxxxx Financial Services, Inc. hereunder First Offer with respect to such offering the First Offer Space, or any part thereof from time to time, within the time period provided under (a) above, Landlord shall be reinstated. Nothing in this Agreement shall be construed have the right to pursue its negotiations for a lease of the First Offer Space, or part thereof, as granting the continuation of such preferential right on case may be, with the part of Xxxxx Financial Services, Inc. beyond such three-year periodthird party.

Right of First. Refusal For a period of three (3) years from From the date of this AgreementAgreement until the date ---------------------- on which the Registration Statement is declared effective by the Commission (provided that in no event shall such time period exceed 90 days after the Closing Date), the Company will not enter into an agreement for a public or private cash (other than to employees) the Purchaser or an Affiliate thereof, the Seller shall not directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant of any securities option to purchase or other disposition) any of the Company or any affiliate its shares of Common Stock of the Company or any securities offered by the Company that are exchangeable or any affiliate, including any shareholder owning ten percent convertible (10%directly or indirectly) or more for shares of the Company's issued and outstanding its Common Stock, for cash (collectively, a "Subsequent Placement"), unless: (A) the Seller delivers -------------------- to or through any personthe Purchaser a written notice (the "Subsequent Placement Notice") of its --------------------------- intention to effect such Subsequent Placement, firm or corporation other than Xxxxx Financial Services, Inc. unless and until which Subsequent Placement Notice shall describe in reasonable detail the Company shall have first negotiated for the sale proposed terms of such securities Subsequent Placement, the amount of proceeds intended to be raised thereunder, and subject to the terms of any applicable confidentiality agreement, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or through or offered to sell such securities to Xxxxx Financial Securities, Inc. The Company similar document relating thereto and (B) the Purchaser shall notify Xxxxx Financial Services, Inc. in writing not have notified the Seller by 6:30 p.m. (New York City time) on the third Business Day after its receipt of the Company's Subsequent Placement Notice of its willingness to purchase (or to cause its sole designee to purchase), subject to completion of mutually acceptable documentation, the shares of Common Stock referenced in the Subsequent Placement Notice on the same terms and conditions set forth in such notice (such notice to purchase the shares is referred to as the "Purchase -------- Notice"). If the Purchaser shall fail to deliver a Purchase Notice to the Seller ------ regarding its intention to offer enter into such securities negotiations within three Business Days after receipt of a Subsequent Placement Notice, or upon delivery of a Purchase Notice the Purchaser fails to consummate the purchase of the shares in an offering covered by this accordance with such Purchase Notice within ten Business Days of delivery of the Purchase Notice (the "Expiration Date"), then the Seller may effect the --------------- Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Seller shall provide the Purchaser with a second Subsequent -------- Placement Notice and the Purchaser shall again have the right of first refusal and set forth above in this paragraph (b), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms (including set forth in such Subsequent Placement Notice within 20 calendar days after the price or other method of determining the underwriting or placement discount or fee) and the conditions Expiration Date of the proposed offering. Xxxxx Financial Services, Inc. shall then have 10 days from the date of receipt of such written notice to decide whether to participate in such proposed offering. If Xxxxx Financial Services, Inc. determines that it does not wish to participate in the proposed offering, then it shall so notify the Company of its intention in writing not later than 30 days from the receipt of notice from the Company of such proposed offering. If Xxxxx Financial Services, Inc. determines not to participate in such offering, then the Company may, within a period of 90 days from the date of receipt of notice from Xxxxx Financial Services, Inc. of its intention not to participate, enter into a letter of intent for the public sale or, as appropriate, a contract for the private sale, of any of such securities through any other person, firm or corporation on the same general terms and conditions as those which were tendered by the Company to Xxxxx Financial Services, Inc. Provided, however, as to a public offering, it a definitive underwriting agreement with a firm commitment is not executed by the Company with such third party within 180 days thereafter, all the rights of Xxxxx Financial Services, Inc. hereunder with respect to such offering shall be reinstated. Nothing in this Agreement shall be construed as granting the continuation of such preferential right on the part of Xxxxx Financial Services, Inc. beyond such three-year periodPurchase Notice.