ROFR Agreement. Four (4) executed counterparts of the ROFR Agreement and of the memorandum thereof.
ROFR Agreement. The Investor shall have executed and delivered a counterpart signature page to the ROFR Agreement, and certain of the Company’s existing shareholders and Investor shall have executed and delivered the Amendment No. 1 to the Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached to this Agreement as Exhibit B-2.
ROFR Agreement. The Company, certain of the Company’s existing stockholders, and Investor shall have executed and delivered the Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached to this Agreement as Exhibit C (the “ROFR Agreement”).
ROFR Agreement. Each of the CAMAC Parties agrees that, effective as of the Closing, until the fifth (5th) anniversary thereof, PAPI shall have a right of first refusal with respect to any and all upstream oil and gas assets, licenses or rights currently held or arising and inuring to any of the CAMAC Parties, which it offers for sale, transfer, license or other disposition, other than such sales that occur in the ordinary course of business (the “ROFR”), pursuant to the terms and conditions set forth in the ROFR Agreement in form and substance reasonably satisfactory to the Parties.
ROFR Agreement. Execution and delivery of the ROFR Agreement in form and substance reasonably satisfactory to the Parties.
ROFR Agreement. The Company, each of the Purchasers and the Founding Common Stockholders shall have entered into and delivered the ROFR Agreement, at or prior to the Closing, and the ROFR Agreement shall be in full force and effect, without amendment or modification.
ROFR Agreement. The ROFR Agreement;
ROFR Agreement. (a) For purposes of clarity, the term “Preferred Stock” as used in the ROFR Agreement shall refer to all shares of preferred stock of the Company, including, without limitation, the Company’s newly created Series E-2 Preferred Stock and Series F-2 Preferred Stock.
ROFR Agreement. Greeley and Xxxxxx agrees to enter into the ROFR Agreement at Closing, subject to the terms and conditions set forth in this Agreement.
ROFR Agreement. Upon closing of at least 3,300,000 Shares in the Offering, the Company hereby grants the Placement Agent a right of first refusal for a period of twelve (12) months from such Closing to participate as a lead placement agent on any future private placement of the Company’s securities or as one of the lead managing underwriters on any public offering of the Company’s securities. It is understood that if a third party broker-dealer (including, without limitation, JMP Securities or Xxxxxxxx Curhan Ford) provides the Company with written terms with respect to a future securities offering (“Written Offering Terms”), the Company shall promptly present same to the Placement Agent. The Placement Agent shall have ten (10) business days from its receipt of the Written Offering Terms in which to determine whether or not to accept such offer Empire Asset Management Company September 17, 2008 Page 6 of 12 and, if the Placement Agent refuses, and provided that such financing is consummated (a) with another placement agent or underwriter upon substantially the same terms and conditions as the Written Offering Terms and (b) within three months after the end of the aforesaid ten (10) business day period, this right of first refusal shall thereafter be forfeited and terminated; provided, however, if the financing is not consummated under the conditions of clauses (a) and (b) above, then the right of first refusal shall once again be reinstated under the same terms and conditions set forth in this paragraph. In addition, if Empire elects to act as a financial advisor or placement agent to the Company for a financing transaction, Empire agrees to discuss with the Company and Xxxxx Healthcare Royalty Partners, L.P. (“CHRP”) an opportunity for CHRP to participate in such financing transaction as provided in Section 8.02 of the Revenue Interest Financing and Warrant Purchase Agreement, dated January 28, 2008, by and between the Company and CHRP and provided that Empire receives compensation as provided in Section 3 hereunder with respect to such investment
