RIGHTS OF FIRST Sample Clauses

RIGHTS OF FIRST refusal If a Party, within a period of 4 (four) months from the point in time at which the information required for the registration of an IP Right is available, fails to register an IP Right, or if a Party is no longer interested in maintaining an IP Right, it shall immediately notify the other Parties thereof in writing. Within 6 (six) weeks from this notification, the other Parties shall have the opportunity to state, in writing, their interest in assuming or taking over and continuing the IP Right. The holder of the IP Right shall transfer it to the interested Party or Parties based on its/their shares or have it re-registered in the latter’s/latters’ name at the latter’s/latters’ cost and shall hand over the required documents. The conditions for the transfer of the IP Right shall be separately agreed upon in writing between the Parties, in line with all necessary formal requirements, including, without limitation, signing in notarised form. Should a Party wish to register or maintain an IP Right connected with Foreground in a country for which the other Party does not intend to assume or to maintain any rights, any and all rights regarding the corresponding foreign IP Right shall pass on to the Party that is in favour of the registration or maintenance of the IP Right in the relevant country. In the event of successful exploitation, the Party who took over the relevant IP Right shall reimburse the Party who transferred the relevant IP Right for the proportionate historic costs for the IP Right. The other provisions of the preceding paragraph shall apply analogously. If a co-owner wishes to sell or transfer its co-ownership share to Third Parties, it must offer this share, in writing, to the other co-owners for acquisition beforehand, at arm’s-length conditions. The aforementioned rights of first refusal shall also apply analogously to the co-owners’ relations among themselves in the event that a co-owner refuses the registration of IP Rights or the registration of IP Rights in particular countries. 7.4.1.2. Costs of registering and maintaining IP Rights The costs of registering and maintaining IP Rights shall be borne by the owner of the relevant IP Right. In the event of the exploitation of IP Rights, separate pertinent agreements may be concluded. 7.4.2. Access to Foreground 7.4.2.1. Access to Foreground for the implementation of the Project The owner of Foreground which is necessary for the project-related work of a Party shall grant to said Party...
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RIGHTS OF FIRST. Refusal -----------------------
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RIGHTS OF FIRST. LAST OFFER
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RIGHTS OF FIRST. OFFER (over proposed non-Enterprise projects) If Alumina or Alcoa (or an Acquirer of Alcoa or Alumina) intend to proceed with a new bauxite or alumina project (excluding any Expansion Project or New Project (in each case as defined in clause 1 of Exhibit C) or any other project within the Enterprise), Alcoa or Alumina (as applicable) must first grant the other party a right of first offer to participate in such project on terms proposed by the proposing party. If such other party wishes to participate in the project and the terms for participation are agreed within 180 days of the proposing party giving notice of its proposed terms for participation, the project shall be conducted and operated by the Enterprise and the relevant interests in the project will be held within the Enterprise by an Enterprise Company. If the other party does not wish to participate, or the terms for participation cannot be agreed within 180 days of the proposing party giving notice of its proposed terms for participation, the proposing party is free to proceed with the project outside the Enterprise on the terms determined by it (in its absolute discretion). This right of first offer shall not apply to any assets or projects which are in existence or under construction or which have existing capital commitments as at the date of Alcoa or Alumina’s Change of Control and which are not held within the Enterprise. Alcoa or Alumina or an Acquirer of Alcoa or Alumina (as applicable) are permitted to continue to hold and operate any such assets or projects outside the Enterprise. For the avoidance of doubt, this section 6 does not apply in relation to any Sole Risk Project.
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RIGHTS OF FIRST. Refusal On New Issuances ----------------------------------------
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Related to RIGHTS OF FIRST

  • 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.

  • Rights of First Offer Section 5.1. Rights of First Offer 11 Section 5.2. Procedures for Rights of First Offer 11

  • Fees and 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 shareholders of the Company, underwriters, brokers, agents or other third parties.

  • Transfer of Rights of First Refusal The rights of first refusal of each Major Investor under this Section 4 may be transferred to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 2.10.

  • Termination and Waiver of Rights of First Refusal The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

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

  • Right of First Refusal Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve (12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants or other advisors approved by the Board, (iii) issuances to strategic partners or other parties in connection with a commercial relationship, or providing the Company with equipment leases, real property leases or similar transactions approved by the Board (iv) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

  • Limitations Upon Transfer All rights under this Agreement shall belong to you alone and may not be transferred, assigned, pledged, or hypothecated by you in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution and shall not be subject to execution, attachment, or similar process. Upon any attempt by you to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provisions in this Agreement or the Plan, or upon the levy of any attachment or similar process upon such rights, such rights shall immediately become null and void.

  • 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.

  • 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.

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