Waiver of Preferential Rights Sample Clauses

Waiver of Preferential Rights. If a third party holding a preferential right to purchase any of the Interests has not waived such right prior to the Closing and the period to exercise such preferential right has not yet expired by the scheduled Closing Date, Closing on such preferential right property will postponed for a maximum period of five (5) days after the preferential right period has expired without being exercised and the Base Purchase Price for the unaffected Interests will be adjusted by the Allocation for such preferential right property in connection with the Closing with respect to the unaffected Interests. The Closing Date with respect to the unaffected Interests shall not be delayed.
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Waiver of Preferential Rights. All parties to the Joint Operating Agreement shall have waived any and all preferential rights that may have arisen thereunder as a result of the Merger.
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Waiver of Preferential Rights. The Seller acknowledges and agrees that all Existing Shareholders of the Company waive the right of first refusal, tag-along right, repurchase right, priority liquidation right and other rights that may affect this Transaction.
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Waiver of Preferential Rights. Each Covenantor acknowledges and agrees that, Xxxx Xxxxxxx, the Existing Shareholder of the Company, has waived the right of first refusal, co-sale right, repurchase right, priority liquidation right and other rights that may affect this Transaction.
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Waiver of Preferential Rights. Each Party waives any preferential right it may have with respect to the purchase and sale hereunder as to any other Party.
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Waiver of Preferential Rights. The Existing Shareholders acknowledge and agree that all Existing Shareholders shall waive the right of first refusal, pre-emption right, co-sale right, repurchase right, Annex II Framework Acquisition Agreement Strictly Confidential liquidation preference right and any other right (if any) that may affect the Transaction in respect of any shares, assets or interest in connection with the Transaction.
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Waiver of Preferential Rights. All of the shareholders not a party to this Agreement who are parties to that certain Stock Purchase Agreement dated September 20, 1995 by and among the Company, the Trustees UID 12/18/80 FBO Michxxx X. Xxxxxxxxx, xxe Trustees UID 12/18/80 Grandchildren, J. Brad Xxxxxxxx, Xxncer Corporation, Southwest Texas Distributors, Inc., Jeff Xxxxxx xxx Alexxxxxx Xxxxxxxxxx Xxxxxxx, xxall have waived their respective rights under Article 8 of said Stock Purchase Agreement to purchase the 10% convertible demand promissory notes dated December 11, 1996, any Series B Preferred Stock, and Common Stock issuable upon conversion of the Series B Preferred Stock.
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Related to Waiver of Preferential Rights

  • Preferential Rights Except as set forth in Schedule 4.10, there are no preferential rights to purchase that are applicable to the transfer of the Assets in connection with the transactions contemplated hereby.

  • No Preferential Rights (i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Common Stock or upon the exercise of options that may be granted from time to time under the Company’s stock option plan), (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Common Stock or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Common Stock, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except in each case for such rights as have been waived on or prior to the date hereof.

  • Waiver of Preemptive Rights The Subscriber hereby grants, conveys, and vests the Chief Executive Officer of the Corporation as the Subscriber’s power of attorney solely for the purpose of waiving any prior or preemptive right which the Subscriber may have under applicable law to further issues of Securities of the Corporation.

  • No Special Rights Nothing herein shall confer upon the Indemnitee any right to continue to serve as an officer or director of the Corporation for any period of time or at any particular rate of compensation.

  • Preferential Rights to Purchase Sellers shall use all reasonable efforts to comply with all preferential right to purchase provisions encumbering any Asset prior to the Closing, if any. Prior to the Closing, Sellers shall notify Buyer of the existence of any unrecorded preferential purchase rights and if any preferential purchase rights are exercised or if the requisite period has elapsed without said rights having been exercised. If a third party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects prior to the Closing to purchase such Asset pursuant to the aforesaid offer, the interest so affected will be eliminated from the Assets and the Purchase Price shall be reduced by the Allocated Value of such Asset. Otherwise, the interest offered as aforesaid shall be conveyed to Buyer at the Closing subject to any preferential right to purchase of any third party for which notice has been given but the time period for response by the holder of such preferential right extends beyond the Closing and Buyer shall assume all duties, obligations and liabilities arising from such preferential right to purchase. Without limiting the foregoing, if any such third party timely and properly elects to purchase an interest in any Asset subject to a preferential right to purchase after the Closing Date, Buyer shall be obligated to convey said interest to such third party and shall be entitled to the consideration for the sale of such interest.

  • Other Provisions Relating to Rights of Holders of Rights SECTION 3.01. No Rights as Holders of Common Stock Conferred by Rights. No Right shall entitle the holder thereof to any of the rights of a holder of Common Stock, including, without limitation, the right to receive dividends, if any, or payments upon the liquidation, dissolution or winding up of the Corporation or to exercise voting rights, if any.

  • Other Provisions Relating to Rights of Holders of Warrants 7.1 No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter.

  • Waiver of Dissenters’ Rights Shareholder hereby waives, and agrees not to assert or perfect (and agrees to cause not to be asserted and perfected), any appraisal or dissenters’ rights with respect to any of the Shareholder Shares in connection with the Merger.

  • ADDITIONAL RIGHTS OF HOLDERS In addition to the rights provided to Holders of Notes under the Indenture, Holders of this Regulation S Temporary Global Note will have all the rights set forth in the Registration Rights Agreement dated as of August 7, 2008, between the Company, the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders thereof will have the rights set forth in one or more registration rights agreements, if any, between the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”).

  • OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES 3.1 No Rights As Holders of Warrant Debt Securities Conferred By Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced thereby shall entitle the holder thereof to any of the rights of a holder of Warrant Debt Securities, including, without limitation, the right to receive the payment of principal of (or premium, if any) or interest, if any, on the Warrant Debt Securities or to enforce any of the covenants in the Indenture.

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