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. 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. 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. 6.2 If, during the term of this Agreement, a Non-Traditional Site becomes available in your Development Area, then we may, in our sole discretion, offer to you the opportunity to develop a Restaurant at such Non-Traditional Site. You shall have thirty (30) days after receipt of our notice in which to accept or decline this right of first refusal. Your failure to notify us within such thirty (30) day period shall be interpreted that you have declined the right of first refusal. Nothing in this Agreement shall require us to provide you with a right of first refusal for a Non-Traditional Site. 6.3 Upon completion of the Minimum Performance Schedule, if we determine that it is desirable to operate one or more additional Restaurants in the Development Area, and provided you have timely complied with the Minimum Performance Schedule and are then in compliance with all terms and conditions of all Franchise Agreements, you shall have a right of first refusal to obtain the Development Rights to such additional Restaurant(s) upon such reasonable terms and conditions as are then determined by us including, but not limited to, the imposition of a new Development Fee and the payment of the then-current initial fees upon execution of the then-current Franchise Agreement. In such case, we shall advise you in writing of the terms and conditions for the acquisition of the Development Rights for such additional Restaurant(s). You must notify us in writing within sixty (60) days of the receipt of such notice whether you wish to acquire the Development Rights to one or all of such additional Restaurant(s). If you do not exercise this right of first refusal, in whole, we may, following the expiration of the sixty (60) day period, grant the Development Rights to such additional Restaurant(s) to any other person or persons on the same terms and conditions or we may elect to develop and construct any of such additional Restaurant(s).
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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. 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. 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 Franchise Agreement for the last of the Hotels to be established pursuant to the Development Schedule. B. If at any time within 5 years following the expiration of the Development Schedule, CHC determines that it is desirable to establish additional Hotels under the System in the Assigned Area, and provided that Developer has opened all of the Hotels described in the Development Schedule and is then in compliance with all terms and conditions of all Franchise Agreements between Developer and CHC, Developer shall have a right of first refusal to purchase the options to establish such additional Hotels upon CHC's then-current terms and conditions. In that event, CHC shall submit to Developer a development agreement offering such options, which agreement shall supersede in all respects this Agreement, and Developer shall have 30 days after receipt to execute and return the agreement to CHC. In the event that Developer does not exercise this right of first refusal, CHC may thereafter elect to establish additional Hotels itself or grant options to others to do so in the Assigned Area.
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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. B. Initial franchise fees for units to be developed under the Zone Development Agreement shall be one hundred percent (100%) of then current initial franchise fees for individual units and is nonrefundable. C. Developer must exercise the right to enter into the new Zone Development Agreement by executing such agreement no later than sixty (60) days after it is tendered by Franchisor to the Developer. Franchisor shall be under no obligation to offer Developer a new Zone Development Agreement unless Developer:
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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 
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Related to Term and Right of First Refusal

  • Right of First Refusal (a) The Shares acquired pursuant to the exercise of this Option may be sold by the Optionee only in compliance with the provisions of this Section 7, and subject in all cases to compliance with the provisions of Section 6(b) hereof. Prior to any intended sale, Optionee shall first give written notice (the “Offer Notice”) to the Company specifying (i) his or her bona fide intention to sell or otherwise transfer such Shares, (ii) the name and address of the proposed purchaser(s), (iii) the number of Shares the Optionee proposes to sell (the “Offered Shares”), (iv) the price for which he or she proposes to sell the Offered Shares, and (v) all other material terms and conditions of the proposed sale. (b) Within thirty (30) days after receipt of the Offer Notice, the Company or its nominee(s) may elect to purchase all or any portion of the Offered Shares at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (the “Acceptance Notice”) to the Optionee specifying the number of Offered Shares that the Company or its nominees elect to purchase. Within fifteen (15) days after delivery of the Acceptance Notice to the Optionee, the Company and/or its nominee(s) shall deliver to the Optionee payment of the amount of the purchase price of the Offered Shares to be purchased pursuant to this Section 7, against delivery by the Optionee of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. Payment shall be made on the same terms as set forth in the Offer Notice or, at the election of the Company or its nominees(s), by check or wire transfer of funds. If the Company and/or its nominee(s) do not elect to purchase all of the Offered Shares, the Optionee shall be entitled to sell the balance of the Offered Shares to the purchaser(s) named in the Offer Notice at the price specified in the Offer Notice or at a higher price and on the terms and conditions set forth in the Offer Notice; provided, however, that such sale or other transfer must be consummated within sixty (60) days from the date of the Offer Notice and any proposed sale after such sixty (60) day period may be made only by again complying with the procedures set forth in this Section 7. (c) The Optionee may transfer all or any portion of the Shares to a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such transfer being subject to the right of first refusal set forth in this Section 7, provided that the Shares so transferred shall remain subject to the terms and conditions of this Option Agreement and no further transfer of such Shares may be made without complying with the provisions of this Section 7. (d) Any Successor of Optionee pursuant to Section 5 hereof, and any transferee of the Shares pursuant to this Section 7, shall hold the Shares subject to the terms and conditions of this Option Agreement and no further transfer of the Shares may be made without complying with the provisions of this Section 7. (e) The rights provided the Company and its nominee(s) under this Section 7 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

  • 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. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

  • 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 Provided that no Event of Default has occurred under the Lease, Landlord hereby grants Tenant a right (“First Right”) to lease, during the initial Extended Term each of (i) approximately 23,455 rentable square feet of office space known as Suite No. 100, and/or (ii) approximately 18,351 rentable square feet of office space known as Suite No. 150 in the building located at 0000 Xxxxxxx Xxxx Drive, San Diego, California and shown on Exhibit A hereto (each, “First Right Space”) in accordance with and subject to the provisions of this Section; provided that this First Right shall cease to be effective during the final 12 months of the Extended Term unless and until Tenant exercises its extension option set forth in Section VIII.C above (or is then negotiating alternate terms for the extension of the Lease). Except as otherwise provided below, prior to leasing each First Right Space, or any portion thereof, to any other party during the period that this First Right is in effect and after determining that the existing tenant in the applicable First Right Space will not extend or renew the term of its lease, Landlord shall give Tenant written notice of the basic economic terms including but not limited to the Basic Rent, term, operating expense base, security deposit, and tenant improvement allowance (collectively, the “Economic Terms”), upon which Landlord is willing to lease such particular First Right Space to Tenant or to a third party; provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the tenant’s benefit. Further, if the First Right is exercised by Tenant during the first eighteen (18) months of the Extended Term, Tenant shall not be required to provide any security deposit if (i) Tenant is not then otherwise required to provide any security deposit with respect to the then current Premises, and (ii) Tenant’s net worth at the time the First Right is exercised is not less than 90% of its net worth as of the date hereof. If Tenant exercises any First Right during the initial 18 months of the Extended Term, the term for the applicable First Right Space shall be for a term equal to the then unexpired portion of the Term of the Lease and the Economic Terms shall be upon the same economic terms as the original Premises leased hereunder (including without limitation, the applicable Monthly Rate per square foot as set forth in Section II above). If Landlord intends to lease other office space in addition to the First Right Space as part of a single transaction, then Landlord’s notice shall so provide and all such space shall collectively be subject to the provisions of this Section VIII.D. Within 5 business days after receipt of Landlord’s notice, Tenant must give Landlord written notice pursuant to which Tenant shall elect to (i) lease all, but not less than all, of the space specified in Landlord’s notice (the “Designated Space”) upon such Economic Terms and the same non-Economic Terms as set forth in this Lease; (ii) refuse to lease the Designated Space, specifying that such refusal is not based upon the Economic Terms, but upon Tenant’s lack of need for the Designated Space, in which event Landlord may lease the Designated Space upon any terms it deems appropriate; or (iii) refuse to lease the Designated Space, specifying that such refusal is based upon said Economic Terms, in which event Tenant shall also specify revised Economic Terms upon which Tenant shall be willing to lease the Designated Space. In the event that Tenant does not so respond in writing to Landlord’s notice within said period, Tenant shall be deemed to have elected clause (ii) above. In the event Tenant gives Landlord notice pursuant to clause (iii) above, Landlord may elect to either (x) lease the Designated Space to Tenant upon such revised Economic Terms and the same other non-Economic Terms as set forth in this Lease, or (y) lease the Designated Space to any third party upon Economic Terms which are not materially more favorable to such party than those Economic Terms proposed by Tenant. Should Landlord so elect to lease the Designated Space to Tenant (or if Tenant exercises its right under Section VIII.D(i) above), then Landlord shall promptly prepare and deliver to Tenant an amendment to this Lease consistent with the foregoing, and Tenant shall execute and return same to Landlord within 10 days. If either Tenant or Landlord fails to timely deliver such amendment the other party may specifically enforce their respective rights hereunder, and/or to pursue any other available legal remedy. Notwithstanding the foregoing, it is understood that Tenant’s First Right shall be subject to those certain extension or expansion rights previously granted by Landlord to any third party tenant in the Building, and Landlord shall in no event be obligated to initiate this First Right prior to leasing any portion of the First Right Space to the then-current occupant thereof. Tenant’s rights under this Section shall be personal to the original Tenant named in this Lease and may not be assigned or transferred (except in connection with a Permitted Transfer of this Lease as described in Section 9.4 of the Lease). Any other attempted assignment or transfer shall be void and of no force or effect. Tenant’s election not to lease any Designated Space relating to one First Right Space shall not waive, limit, alter, or impair Tenant’s First Right with respect to the other First Right Space.

  • 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 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.

  • 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.

  • Exercise of Right of First Refusal At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

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