Common use of RIGHT TO ASSIGN, SELL OR DISPOSE Clause in Contracts

RIGHT TO ASSIGN, SELL OR DISPOSE. 5.1 From the date hereof until August 4, 2009, RGM agrees that it shall not: (a) dispose of any of any interest in this Agreement or any Participating Interest, whether by assignment, sale, trade, lease, sublease, farmout or otherwise; or (b) assign or transfer shares of RGM to any third party; without first complying with the provisions of Clause 5.2, provided that it may assign, transfer or dispose such an interest to an individual member of JPR's family, a corporate body controlled by JPR or a member of his family, or an Affiliate of RGM, without any requirement to comply with the provisions of this Clause 5, provided such transferee agrees in writing to be bound by all the terms of this agreement. In any event, RGM shall give five (5) days prior written notice to GGR India of all transfers in reliance upon the proviso set forth in the foregoing sentence. 5.2 If RGM wishes to make an assignment, transfer or disposition contemplated in Clause 5.1, it shall, by notice, advise GGR India of its intention to make such assignment, transfer or disposition, including in such notice a description of the Participating Interest or other interest proposed to be disposed, the identity of the proposed assignee, the price or other consideration for which the RGM is prepared to make such disposition and all other material terms of the proposed transaction, the proposed effective date and closing date of the transaction and any other information material to the exercise of GGR India's rights hereunder. GGR India shall have a right of first refusal to purchase the interest described in such notice. 5.3 Within twenty (20) days from receipt of notice in Clause 5.2 GGR India may give notice to RGM that it elects to purchase the Participating Interest or other interest described in the disposition notice for the applicable price or comparable consideration. Such notice of acceptance shall create a binding contractual obligation upon RGM to sell, and upon GGR India to purchase, for the applicable consideration, all of the Participating Interest or other interest included in such disposition notice on the terms and conditions set forth in the disposition notice. 5.4 If GGR India does not elect to exercise its right of first refusal, the assignment, transfer or disposition to the original proposed assignee may proceed, subject to the consent of GGR India, such consent not to be unreasonably withheld.