Rights of pre-emption Sample Clauses

Rights of pre-emption. The Sellers hereby unconditionally and irrevocably waive all rights of pre-emption and any other rights or restrictions over any of the Shares conferred either by the articles of association of the Company or in any other way.

Rights of pre-emption. The following provisions apply in respect of any sale referred to in clause 15.3: (a) The Selling Shareholder must give notice of the proposed sale to each of the other Shareholders, and must include in the notice (Pre-emption Notice): (i) the name and address of the person to whom the Selling Shareholder's Shareholding is proposed to be sold (Proposed Buyer); (ii) the portion of the Selling Shareholder's Shareholding which is the subject of the proposed sale (Sale Shareholding); (iii) the consideration for which the Selling Shareholder's Shareholding is proposed to be sold; and (iv) all the other terms and conditions of the proposed sale. (b) The Selling Shareholder must include with the Pre-emption Notice an offer to sell the Sale Shareholding to such of the other Shareholders who are not then Defaulting Shareholders (Continuing Shareholders), in proportion to their respective Shareholdings, at the same price and on the same terms and conditions on which the Selling Shareholder is willing to sell the Sale Shareholding to the Proposed Buyer. The offer must be in a form which is capable of immediate acceptance by the Continuing Shareholders. (c) The Continuing Shareholders will have the right to accept such offer at any time within a period of 30 days from the date the Pre-emption Notice is given, and such offer must remain open for that period. (d) If one or more (but not all) of the Continuing Shareholders accept the offer within such 30 day period, the Selling Shareholder must notify the accepting Continuing Shareholder or Continuing Shareholders of the details of the unaccepted portion of the Sale Shareholding and such Continuing Shareholder or Continuing Shareholders will have the right within a period of 14 days after the Selling Shareholder's notice is given to accept the unaccepted part of the Sale Shareholding in proportion to their respective Shareholdings (or as they may otherwise agree) at the same price and on the same terms and conditions. (e) If: (i) the whole of the Sale Shareholding is not accepted by one or more of the Continuing Shareholders; or (ii) the whole of the Sale Shareholding is accepted by one or more of the Continuing Shareholders but the transfer of the Sale Shareholding to the accepting Continuing Shareholder or Continuing Shareholders is not completed for reasons other than default on the part of the Selling Shareholder, then the Selling Shareholder may complete the sale of the Sale Shareholding to the Proposed Buyer in acc...

Rights of pre-emption. 11.1 In the absence of any agreement in writing to the contrary, any original shares for the time being unissued and any new shares from time to time created in the Company shall before issue be offered to the Shareholders in proportion, as nearly as the circumstances admit, to the number of the existing shares held by them. The offer (which may not be ceded or renounced either in whole or in part without the consent of all Shareholders) shall be made by notice from the Board specifying the number of shares offered, the terms and conditions under which they are offered and limiting the time (which shall not be less than 15 days) when the offer, if not accepted, will be deemed to be declined. 11.2 Notwithstanding anything to the contrary contained in this Agreement or in the Company's memorandum or articles of association for the time being and unless otherwise agreed to in writing by all Shareholders - 11.2.1 a Shareholder shall not pledge, cede or otherwise burden or encumber its shares in the Company without the prior written consent of the other Shareholder; 11.2.2 a Shareholder may not sell, donate, alienate or otherwise dispose of or transfer (hereinafter collectively referred to as "SELL") any of the shares held by it in the Company save in accordance with the provisions of this clause; 11.2.3 if such Shareholder is indebted to the Company, that Shareholder may sell any of the shares held by it in the Company, only if it simultaneously repays to the Company all amounts owed by it to the Company. 11.3 Subject to the other provisions of this Agreement, a Shareholder proposing to sell all or part of his shares in the Company shall at the same time offer to sell all or a portion of that Shareholder's claims on loan account against the Company, if any, at face value. The portion of the claims on loan account to be offered for sale shall be the same percentage of the selling Shareholder's total claims on loan account as the shares offered for sale are of the selling Shareholder's total shareholding in the Company. Any person accepting an offer of shares for sale shall at the same time accept the offer of the claim on loan account. 11.4 A Shareholder wishing to sell or otherwise dispose of all or part of its shares in the Company (THE OFFEROR) shall serve notice in writing upon the Company of his intention to sell its shares (THE offer) and shall deliver the share certificates and signed share transfer forms in respect of the shares concerned (THE IDENTIFIE...

Rights of pre-emption. The Sellers hereby waive irrevocably: (i) any and all rights of pre-emption over the Shares conferred either by the Byelaws or by any other document or in any other way; and (ii) any and all rights conferred by the Employee Shareholders' Agreement on the UK Steering Group (as defined therein) to specify the transferee of any of the Shares and any obligation imposed by that agreement on an Employee Seller to notify the UK Steering Group of his/her intention to sell the Shares in accordance with the terms of this Agreement and shall procure that on or prior to Completion any and all such rights and obligations are waived irrevocably by any other person entitled thereto.

Rights of pre-emption. If a Lender proposes to transfer any of its rights and benefits under this Agreement (other than a transfer to an Affiliate under clause 24.3) it shall first give to the other Lender(s) notice (a TRANSFER NOTICE) of the proposed transfer, together with details of the amount to be transferred, the purchase price and any other material terms of the transfer. The continuing Lender(s) shall have the right to purchase the rights and benefits outlined in the Transfer Notice, on the same terms as specified therein. If there are more than one continuing Lenders then the continuing Lenders shall have the right to purchase an amount equal to the proportion that their Advances bear to the total of all Advances not held by the transferring Lender. If the continuing Lender(s) shall not have exercised their rights within 15 business days of the issue of the Transfer Notice, they shall be deemed to have elected not to purchase, provided that, if there are more than one continuing Lenders and some of the continuing Lenders have elected not to purchase then the other continuing Lenders shall have a further 5 business days to elect to purchase that proportion.

Rights of pre-emption. If, during the period between the date of this agreement and the Completion Date, any member of the Company Group receives a notice which entitles it, or otherwise becomes entitled, to exercise a right of pre-emption or first refusal under any Joint Venture Agreement then the Seller must procure that (subject to the fiduciary duties of the directors of members of the Company Group and to existing contractual, statutory and common law obligations of members of the Company Group) the relevant member of the Company Group: (a) provides a copy to the Buyer of the notice (if any) giving rise to, and all correspondence with the selling participant in respect of, the right of pre-emption or first refusal; (b) preserves and delays exercising any right of, or directly related to, pre-emption or first refusal (as applicable) for as long as is permissible under the relevant Joint Venture Agreement provided that, in preserving or exercising that right, no member of the Company Group will be obliged to take any step, by act or omission, which constitutes a full or partial exercise of the right from which the relevant member of the Company Group cannot later resile or can resile but only upon paying a penalty or making any other payment; (c) consults with the Buyer in respect of any course of action which it proposes to take or suggests should be taken; and (d) does not waive or exercise any right of pre-emption or first refusal (as applicable) unless it can no longer preserve or delay in exercising that right, except in any case as may be otherwise agreed with the Buyer. -------------------------------------------------------------------------------- 7 Completion 7.1 Date and place for Completion Completion must take place at the offices of the Seller's Solicitors (in Sydney) at 10am on the Completion Date or any other place and time as the Buyer and Seller agree.

Rights of pre-emption. LR9.1 Tenant’s contractual rights to renew this lease, to acquire the reversion or another lease of the Property, or to acquire an interest in other land None LR9.2 Tenant’s covenant to (or offer to) surrender this lease None LR9.3 Landlord’s contractual rights to acquire this lease None Particulars of Lease (incorporating Prescribed Clauses)

Rights of pre-emption. The Vendors hereby waive irrevocably any and all rights of pre-emption over the Shares conferred either by the Articles of Association or other equivalent document of the Company or in any other way.

Rights of pre-emption. Six Continents shall procure that any and all rights of pre-emption over the Retail Shares conferred either by the Articles of Association or other equivalent document of the relevant company or in any other way are waived irrevocably by the persons entitled thereto.

Rights of pre-emption. Exercise any rights of pre-emption in relation to the Leased Properties, unless within a reasonable amount of time after the exercise of such rights, the applicable Credit Party grants Security in favour of the Agent in respect of the Leased Properties subject only to Permitted Liens substantially in the same form and substance as the Security granted by the UK Credit Parties over similar assets under the Security Documents entered into by such UK Credit Parties and referred to in Section 4.2.