Common use of SALE AND RIGHT OF FIRST REFUSAL Clause in Contracts

SALE AND RIGHT OF FIRST REFUSAL. 17.1 Unless expressly permitted by the Board of Directors of the Owner pursuant to Sections 17.2 and 17.3 below, during the term of this Agreement, Xxxx Xxxxxxx and/or any trust established for the Coustas family, under which Xxxx Xxxxxxx and/or members of his family are beneficiaries will collectively (i) own at least 80% of the outstanding capital stock of the Manager and (ii) hold at least 80% of the voting power of the outstanding capital stock of the Manager, considered for this purpose as a single class; if this provision is breached, the Owner shall have the right to purchase the capital stock of the Manager owned by Xxxx Xxxxxxx or any trust established for the Coustas family, under which Xxxx Xxxxxxx and/or members of his family are beneficiaries, at its fair market value. 17.2 Throughout the duration of this Agreement and for one (1) year period following the expiry or termination of this Agreement, the Manager is prohibited from transferring, assigning, selling or disposing of a significant portion or all of its assets or property that is necessary for the performance of its services under this Agreement and under any Shipmanagement Agreement to any other party without the prior written consent of the Board of Directors. 17.3 In the event that the Board of Directors permits the Manager to transfer, assign, sell or dispose of any assets or property pursuant to Section 17.2 above, the Manager hereby grants to the Owner a right of first refusal on any such proposed transfer, assignment, sale or disposition. The right of first refusal contained in this Section 17.3 is in effect during the term of this Agreement and shall extend for a one (1) year period following the expiry or termination of this Agreement. 17.4 The Owner and the Manager shall have a period of 30 days to reach an agreement for the proposed sale, transfer, assignment or disposition of all or part of the Manager’s assets pursuant to Section 17.3 above. If no such agreement with respect to a sale is concluded within 30 days, then the Manager may transfer or sell such assets to any other third party provided that the sale is made on terms no less favorable than those last proposed by the Manager to the Owner. 17.5 The Owner and the Manager acknowledge that all potential transfers pursuant to this Section 17 are subject to obtaining any and all written consents of governmental authorities and other non-affiliated third parties.

SALE AND RIGHT OF FIRST REFUSAL. 17.1 12.1 Unless expressly permitted by the Board of Directors of the Owner pursuant to Sections 17.2 12.2 and 17.3 12.3 below, during the term of this Agreement, Xxxx Jxxx Xxxxxxx and/or any trust established for the Coustas family, under which Xxxx Jxxx Xxxxxxx and/or members of his family are beneficiaries will collectively (i) own at least 80% of the outstanding capital stock of the Manager and (ii) hold at least 80% of the voting power of the outstanding capital stock of the Manager, considered for this purpose as a single class; if this provision is breached, the Owner shall have the right to purchase the capital stock of the Manager owned by Xxxx Jxxx Xxxxxxx or any trust established for the Coustas family, under which Xxxx Jxxx Xxxxxxx and/or members of his family are beneficiaries, at its fair market value. 17.2 12.2 Throughout the duration of this Agreement and for one (1) year period following the expiry or termination of this Agreement, the Manager is prohibited from transferring, assigning, selling or disposing of a significant portion or all of its assets or property that is necessary for the performance of its services under this Agreement and under any Shipmanagement Agreement to any other party without the prior written consent of the Board of Directors. 17.3 12.3 In the event that the Board of Directors permits the Manager to transfer, assign, sell or dispose of any assets or property pursuant to Section 17.2 12.2 above, the Manager hereby grants to the Owner a right of first refusal on any such proposed transfer, assignment, sale or disposition. The right of first refusal contained in this Section 17.3 12.3 is in effect during the term of this Agreement and shall extend for a one (1) year period following the expiry or termination of this Agreement. 17.4 12.4 The Owner and the Manager shall have a period of 30 days to reach an agreement for the proposed sale, transfer, assignment or disposition of all or part of the Manager’s assets pursuant to Section 17.3 12.3 above. If no such agreement with respect to a sale is concluded within 30 days, then the Manager may transfer or sell such assets to any other third party provided that the sale is made on terms no less favorable than those last proposed by the Manager to the Owner. 17.5 12.5 The Owner and the Manager acknowledge that all potential transfers pursuant to this Section 17 12 are subject to obtaining any and all written consents of governmental authorities and other non-affiliated third parties.

SALE AND RIGHT OF FIRST REFUSAL. 17.1 12.1 Unless expressly permitted by the Board of Directors of the Owner pursuant to Sections 17.2 12.2 and 17.3 12.3 below, during the term of this Agreement, Xxxx Xxxxxxx and/or any trust established for the Coustas family, under which Xxxx Xxxxxxx and/or members of his family are beneficiaries will collectively (i) own at least 80% of the outstanding capital stock of the Manager and (ii) hold at least 80% of the voting power of the outstanding capital stock of the Manager, considered for this purpose as a single class; if this provision is breached, the Owner shall have the right to purchase the capital stock of the Manager owned by Xxxx Xxxxxxx or any trust established for the Coustas family, under which Xxxx Xxxxxxx and/or members of his family are beneficiaries, at its fair market value. 17.2 12.2 Throughout the duration of this Agreement and for one (1) year period following the expiry or termination of this Agreement, the Manager is prohibited from transferring, assigning, selling or disposing of a significant portion or all of its assets or property that is necessary for the performance of its services under this Agreement and under any Shipmanagement Agreement to any other party without the prior written consent of the Board of Directors. 17.3 12.3 In the event that the Board of Directors permits the Manager to transfer, assign, sell or dispose of any assets or property pursuant to Section 17.2 12.2 above, the Manager hereby grants to the Owner a right of first refusal on any such proposed transfer, assignment, sale or disposition. The right of first refusal contained in this Section 17.3 12.3 is in effect during the term of this Agreement and shall extend for a one (1) year period following the expiry or termination of this Agreement. 17.4 12.4 The Owner and the Manager shall have a period of 30 days to reach an agreement for the proposed sale, transfer, assignment or disposition of all or part of the Manager’s assets pursuant to Section 17.3 12.3 above. If no such agreement with respect to a sale is concluded within 30 days, then the Manager may transfer or sell such assets to any other third party provided that the sale is made on terms no less favorable than those last proposed by the Manager to the Owner. 17.5 12.5 The Owner and the Manager acknowledge that all potential transfers pursuant to this Section 17 12 are subject to obtaining any and all written consents of governmental authorities and other non-affiliated third parties.