Term and Right of First Refusal Sample Clauses

Term and Right of First Refusal. This Agreement will commence on the Effective Date, will continue in full force and effect for three (3) years with two (2), one (1)-year automatic extensions, unless terminated by either party with thirty (30) days notice. ERF agrees to offer Schlumberger first rights of refusal on any newly developed products, software, or services, other than to the ERF Retained Clients set forth in Schedule C. The parties agree to negotiate the terms for such exclusivity agreement in good faith. If the parties are unable to reach an agreement on exclusivity, ERF agrees to then offer Schlumberger the right to resell the new products or services in the Oil and Gas Sector in the Territory on terms no less favorable to the Reseller agreement than that in effect between the parties on the original Closing Date.
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Term and Right of First Refusal. A. Unless sooner terminated in accordance with the terms of this Agreement, the term of this Agreement and all rights granted hereunder (except for the right of first refusal provided in Paragraph B of this Article) shall expire on the date of CHC's acceptance and execution of a
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Term and Right of First Refusal. The term of this Agreement shall commence upon the execution of this Agreement by both Licensee and Owner, and shall expire on February 28, 2001, unless earlier terminated, pursuant to this Section 3.2. As used in this Agreement, the term "
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Term and Right of First Refusal. A. The term of this Agreement shall expire on the required opening date for the last Outlet to be developed and opened in accordance with the Development Schedule attached hereto. Within twelve months prior to the expiration of this Agreement, Franchisor shall reassess the potential of the Development Zone for the five years immediately following the expiration date. If Franchisor concludes that potential for additional Outlet exists within the Development Zone, Franchisor (subject to the provisions of Subparagraphs B. and C. below) shall offer Developer the right to enter into a new Zone Development Agreement having a term not to exceed five (5) years, based on the new Development Schedule established by Franchisor. If Developer believes the new Development Schedule offered by Franchisor is excessive in relation to the potential of the Development Zone, the Developer, before the expiration of the sixty (60) day period (described in Subparagraph C. below) for entering into the new Zone Development Agreement, may request that the issue be reviewed by Franchisor.
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Term and Right of First Refusal. The term of this Agreement shall commence upon the execution of this Agreement by both Licensee and Owner, and shall expire on February 28th after that number of years in the term following the calendar year in which the Licensee has initially been issued tickets for the Suite for either the Florida Marlins' or Miami Dolphins' games in the Stadium (whichever issuance is earlier). As used in this Agreement, the term "Contract Year" shall mean the twelve-month period commencing March 1, and expiring February 28, during the term, except that in the year of execution, the Contract Year shall commence with the date of execution and expire on February 28th. If this Agreement is a renewal of an existing License Agreement between Owner and Licensee, then the term and initial Contract Year hereunder shall commence upon the expiration of the existing License Agreement. If not in default in the performance of Licensee's obligations under this Agreement, Licensee shall have the right of first refusal to renew this license after the expiration of the term of this Agreement at such suite fee and on such other terms and conditions as Owner may, in its discretion, determine. The Licensee's right of first refusal shall be offered and exercised in accordance with the following procedures. On or about the thirteenth month prior to the expiration of the term of this Agreement, Owner shall submit to Licensee a license agreement which sets forth the suite fee and other terms and conditions offered by Owner for the license of the Suite. Licensee may exercise its right of first refusal by executing and returning such license agreement to Owner, together with any deposit or other payment which may be required thereunder, within thirty (30) days after the agreement is sent to Licensee by Owner. If Licensee shall not timely return such agreement to Owner together with the required deposit or payment, then this right of first refusal shall terminate and Owner shall be free to offer the Suite for license to a third party.
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Term and Right of First Refusal. This Agreement shall have a term ("TERM") of one (1) year from the Effective Date unless terminated earlier in accordance with Section 14. The parties shall, at the request of either party, commence meeting one hundred twenty (120) days prior to the end of the Term to negotiate a new agreement regarding the services provided hereunder. In the event the parties are unable after negotiating in good faith, by the date that is sixty (60) days prior to the end of the Term to agree on a new agreement, NetZero shall be entitled to enter into one or more new agreements with one or more third parties regarding the provision by such third party of services to NetZero similar to those provided by LookSmart hereunder to be effective following the end of the Term; provided, LookSmart shall have a right of first refusal during the period (the "First Refusal Period") commencing with the date that is sixty (60) days prior to the end of the Term and ending with the date that is thirty (30) days prior to the end of the Term with respect to any such new agreements. If NetZero intends to enter into an agreement with a third party or parties during the First Refusal Period, it shall provide LookSmart with written notice (the "Notice") of the proposed new agreement, including all relevant terms and conditions thereof. LookSmart shall exercise such right of first refusal, if at all, by written notice to NetZero within five (5) business days after receiving such Notice. If LookSmart timely exercises its right of refusal, NetZero shall be obligated to enter into an agreement with LookSmart under substantially the same terms and conditions set forth in the Notice or otherwise agreed upon by LookSmart and NetZero within five (5) business days of the delivery of such written notice. If LookSmart fails to timely exercise its right of refusal, NetZero shall be free to enter into a new agreement or agreements during the First Refusal Period, as the case may be, on terms and conditions at least as favorable to NetZero as the terms and conditions set forth in the Notice. The entering into such agreement or agreements, or any other agreement or agreements following the termination of the First Refusal Period, by NetZero shall not alter NetZero's and LookSmart's obligations to continue to perform under this Agreement through the end of the Term.
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Term and Right of First Refusal. 6.1 Unless sooner terminated in accordance with the terms of this Agreement, the term of this Agreement and all Development Rights granted hereunder shall expire on the date the last Restaurant is opened pursuant to the Minimum Performance Schedule established in Attachment D.
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Term and Right of First Refusal 
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Related to Term and Right of First Refusal

  • 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.

  • Company Right of First Refusal (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11.

  • Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the "TRANSFER SHARES") to any person or entity, including, without limitation, any shareholder of the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").

  • Right of First Offer In the event that a Party (for the purpose of this Section 8, the “Seller”) should decide that it wishes to sell all or any portion of its Lot (the “Sale Lot”) to an unaffiliated third party, other than in connection with the sale of all or substantially all of the business assets or operations located on such Party’s Lot to the same purchaser of the business assets or operations or an affiliate of such purchaser as is buying the Sale Lot, the non-selling Lot owner (the “Buyer”) shall have the right of first offer (the “Right of First Offer”) with respect to the purchase of the Sale Lot from the Seller before any offer of the Lot is made to third parties. The Right of First Offer shall be exercised in such manner and subject to such terms and conditions as are set forth in this Section 8. A Sale Lot shall not be transferred to an unaffiliated third party without the prior written consent of the Buyer hereto or otherwise in strict compliance with the provisions of this Section 8. For the purposes of this Section 8, the “Purchase Price” shall mean such amount as is designated by the Seller (the “Seller’s Offer”) in a written notice to the Buyer advising the Buyer of its interest in selling the Sale Lot and designating, in addition to Purchase Price, the Sale Lot, proposed closing date, and any other material conditions or restrictions intended to govern the sale of the Sale Lot. If the Buyer wishes to enter into a contract for the purchase of the Sale Lot offered for sale in the Seller’s Offer, the Buyer shall so inform the Seller in writing and the Parties shall negotiate in good faith to execute a contract for the sale and purchase of the Sale Lot within thirty (30) days after the election is received by the Seller. Such contract shall provide for closing of the sale within sixty (60) days of the contract date. If the Buyer does not so notify the Seller in a timely manner of its election to enter into a contract for the purchase of the Sale Lot pursuant to Seller’s Offer, the Seller shall be free to offer the Sale Lot to an unaffiliated third party purchaser, on terms no less favorable to the Seller than those set forth in the Seller’s Offer. If the Seller does not thereafter complete a sale of the Sale Lot within nine (9) months following Buyer’s lack of acceptance of Seller’s offer on terms no less favorable to the Seller than are set forth in the Seller’s Offer, any sale of the Sale Lot or any part thereof shall again be subject to all terms of this Section 8 as though the Sale Lot had not previously been offered to the Buyer. At any time, the Buyer may request in writing and shall be entitled to receive a copy of any contract, closing document or other written instrument pertaining to the sale to any third party by the Seller of a Sale Lot. If the Seller has strictly complied with the terms of this Section 8, at the Seller’s written request in connection with the closing of a sale of a Sale Lot, the Buyer shall affirm in writing to any interested party that the Seller has complied with the terms of this Section 8.

  • 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.

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

  • 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.

  • Right of First Refusal to Purchase TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. If at any time during the term as extended, LANDLORD shall receive a bona fide offer from a third person for the purchase of the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises on the same terms as those set forth in such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise.

  • Financing Right of First Refusal (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

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