ARTICLE I DEFINITIONSRight of First Offer Agreement • February 7th, 2008 • Harbinger Capital Partners Master Fund I, Ltd. • Communications services, nec • New York
EX-10.3 7 d15263dex103.htm EX-10.3 RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • May 5th, 2020
THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is made and entered into as of the 24th day of June, 2015 (the “Effective Date”), by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”) and First Solar, Inc., a Delaware corporation (the “Sponsor”), each a “Party” and, collectively, the “Parties.”
SECOND AMENDED AND RESTATED RIGHT OF FIRST OFFER AGREEMENT BY AND BETWEEN ANTERO RESOURCES CORPORATION AND ANTERO MIDSTREAM LLC DATED AS OF FEBRUARY 13, 2018Right of First Offer Agreement • April 25th, 2018 • Antero Midstream Partners LP • Natural gas transmission • Colorado
This Gas Processing Agreement (this “Agreement”), dated as of [____________] (the “Effective Date”), is by and between ANTERO RESOURCES CORPORATION, a Delaware corporation (“Producer”), and ANTERO MIDSTREAM LLC, a Delaware limited liability company (“Processor”). Producer and Processor may be referred to herein individually as a “Party” or collectively as the “Parties.”
Abengoa Yield plc Right of First Offer AgreementRight of First Offer Agreement • July 29th, 2020 • New York
RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • October 20th, 2014 • Dominion Midstream Partners, LP • Natural gas transmission
This RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is entered into effective as of October 20, 2014 (the “Effective Date”) by and among Dominion Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), Dominion Midstream GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Cove Point GP Holding Company, LLC, a Delaware limited liability company (“Cove Point Holdings”), and Dominion Resources, Inc., a Virginia corporation (the “Sponsor”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • November 25th, 2013 • Ashford Hospitality Trust Inc • Real estate investment trusts • Texas
THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”), is dated and effective as of November 19, 2013 (the “Effective Date”), by and between ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation (“Ashford Trust”), and ASHFORD HOSPITALITY PRIME, INC., a Maryland corporation (“Ashford Prime”) (Ashford Trust and Ashford Prime are referred to herein as a “Party”).
RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • June 18th, 2021 • Delaware
THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of July, 2014, by and among NEXTERA ENERGY PARTNERS, LP, a Delaware limited partnership (“NEE Partners”), NEXTERA ENERGY OPERATING PARTNERS, LP, a Delaware limited partnership (“NEE Operating LP”), and NEXTERA ENERGY RESOURCES, LLC, a Delaware limited liability company (“NEER”), each a “Party” and, collectively, the “Parties.” This Agreement shall become effective immediately prior to the consummation of the initial public offering of NEE Partners’ common units on the date first above written (the “Effective Time”).
RIGHT OF FIRST OFFER AGREEMENT (Frankfurt Property)Right of First Offer Agreement • September 17th, 2004 • Digital Realty Trust, Inc. • Real estate investment trusts • California
THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) made as of July 31, 2004, by and between Global Innovation Partners, LLC, a Delaware limited liability company, (“Optionor”), and Digital Realty Trust, L.P., a Maryland limited partnership (“Optionee”).
SECOND AMENDMENT AND WAIVER TO RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • February 14th, 2017 • 8point3 Energy Partners LP • Electric services
This Second Amendment and Waiver to the Right of First Offer Agreement, dated as of February 13, 2017 (this “Waiver Agreement”), is made and entered into by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), and SunPower Corporation, a Delaware corporation (the “Sponsor”).
RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • October 4th, 2019 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Delaware
This RIGHT OF FIRST OFFER AGREEMENT, dated as of August 30, 2019 (this “Agreement”), is by and between Stifel Venture Corp., a Missouri corporation (“Stockholder”), and Investcorp BDC Holdings Limited, a company organized under the laws of the Cayman Islands (“Buyer”).
EX-99.10 3 d339441dex9910.htm RIGHT OF FIRST OFFER AGREEMENT Execution Version RIGHT OF FIRST OFFER AGREEMENT AMONG ROUST TRADING LTD. AND THE OTHER PARTIES HERETO Dated as of April 23, 2012 RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • May 5th, 2020 • New York
This RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is made as of the 23rd day of April, 2012, by and among (i) Roust Trading Ltd., a Bermuda company, with its registered office at 25 Belmont Hills Drive, Warwick WK 06, Bermuda (the “Investor”), (ii) WVC 2007 Family LLC, a Delaware limited liability company and William V. Carey as trustee of The William V. Carey Revocable Trust (collectively, the “Holders” and each, a “Holder”) and (iii) Central European Distribution Corporation, a Delaware corporation, with its registered office at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805 (the “Company”). This Agreement shall become effective upon the occurrence of, and is subject to, the Second Closing (as such term is defined in the Securities Purchase Agreement, dated as of the date hereof (as it may be amended from time to time in accordance with its terms, the “Securities Purchase Agreement”)) (the “Effective Date”); provided, that, notwithstanding the foregoing, the pro
EX-10.10 10 d569619dex1010.htm RIGHT OF FIRST OFFER AGREEMENT RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • May 5th, 2020
THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”), is made as of the 10th day of July, 2013, by and between N.T. BRINKMAN, INC., a Virginia corporation (“Offeror”), and CHP PARTNERS, LP, a Delaware limited partnership (“Offeree”).
RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • July 26th, 2013 • NRG Yield, Inc. • Electric services • Delaware
THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is made and entered into as of the 22nd day of July 2013, by and between NRG ENERGY, INC., a Delaware corporation (“NRG”), and NRG YIELD, INC., a Delaware corporation (the “Yield”). NRG and Yield are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
PHARMACEUTICAL INVESTMENT COMPANY Alra’idah Digital City, Building MU04, Al Nakhil District The Kingdom of Saudi Arabia October 26, 2023Right of First Offer Agreement • October 27th, 2023 • Centogene N.V. • Services-medical laboratories • New York
This right of first offer agreement (this “Agreement”) is entered into by and between Pharmaceutical Investment Company, a closed joint stock company incorporated pursuant to the laws of the Kingdom of Saudi Arabia (together with its successors and/or permitted assigns, “Lender”), DPE Deutschland II A GmbH & Co. KG (“DPE A”), a German limited partnership, DPE Deutschland II B GmbH & Co. KG, a German limited partnership (“DPE B”; DPE A and DPE B collectively “DPE”), Careventures Fund II S.C.Sp, a special limited partnership organized under the laws of Luxembourg (“Careventures”), TVM Life Science Innovation I, L.P., a Canadian limited partnership organized under the laws of Quebec (“TVM I”) and TVM Life Science Innovation II SCSp, a special limited partnership organized under the laws of Luxembourg (“TVM II”; TVM I and TVM II collectively “TVM”), relating to certain rights, obligations and other matters set forth herein in connection with Centogene N.V., a public company with limited li
EX-10.2 3 a05-6637_1ex10d2.htm EX-10.2 RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • May 5th, 2020 • Illinois
THIS RIGHT OF FIRST OFFER AGREEMENT (“Agreement”) is made and entered into as of the 6th day of April, 2005, by and between CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust (“CNT”), and CENTERPOINT JAMES FIELDING, LLC, a Delaware limited liability company (“Venture”).
RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • October 7th, 2014 • JP Energy Partners LP • Wholesale-petroleum bulk stations & terminals
This RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is entered into as of October 7, 2014 (the “Effective Date”) by and among JP Energy Partners LP, a Delaware limited partnership (the “Partnership”), JP Energy GP II LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), JP Energy Development LP, a Delaware limited partnership (“Development”), and Republic Midstream Holdings, LLC, a Delaware limited liability company (“RMH”). The Partnership, the General Partner, Development and RMH may hereafter be individually referred to as a “Party” or collectively as the “Parties.”
Amended and Restated Right of First Offer Agreement Dated as of December 9, 2014Right of First Offer Agreement • March 12th, 2021 • New York
This Amended and Restated Right of First Offer Agreement (this “Agreement”) is made and entered into as of December 9, 2014 (the “Effective Date”), by and between:
RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • November 16th, 2016 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Illinois
THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is made as of November 16, 2016 by and between W.H.I. Growth Fund Q.P., L.P., an Illinois limited partnership (“Investor”), and Kingsway Financial Services Inc., an Ontario corporation (the “Company”).
AMENDED AND RESTATED RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • March 12th, 2015 • NRG Yield, Inc. • Electric services • Delaware
THIS AMENDED AND RESTATED RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is made and entered into as of the 12th day of March 2015, by and between NRG ENERGY, INC., a Delaware corporation (“NRG”), and NRG YIELD, INC., a Delaware corporation (“Yield”). NRG and Yield are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • December 5th, 2005 • Itec Environmental Group Inc • Hazardous waste management • California
THIS RIGHT OF FIRST OFFER AGREEMENT (“Agreement”) is made as of November ___, 2005, by and among ITEC ENVIRONMENTAL GROUP, INC., a Delaware corporation (“ITEC”) and TIGER PAW CAPITAL CORP., incorporated in Canada (“Tiger Paw”).
SECOND AMENDMENT TO RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • March 23rd, 2022 • Aclarion, Inc. • Services-medical laboratories
This SECOND AMENDMENT TO RIGHT OF FIRST OFFER AGREEMENT (the “Amendment”) is dated and effective as of February 28, 2020 (the “Amendment Date”), by and between NOCIMED, INC., a Delaware corporation with its principal place of business at 951 Mariners Island Blvd., Suite 300, San Mateo, CA 94404 (the “Company”), and NUVASIVE, INC., a Delaware corporation with its principal place of business at 7475 Lusk Boulevard, San Diego, CA 92121 (“NuVasive”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the ROFO Agreement (as defined below).
FORM OF RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • June 18th, 2013 • City Ventures, Inc. • Operative builders • New York
This Right of First Offer Agreement (this “Agreement”) is made as of , 2013, by and between CV LandCo, LLC, a Delaware limited liability company (together with each of its subsidiaries that owns Property (defined below) and executed a Joinder Agreement, the “Owner”), and City Ventures, Inc., a Delaware corporation (together with its subsidiaries, the “Developer”).
RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • August 9th, 2017 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • New York
This RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is dated as of August 4, 2017, and is by and between Pike West Coast Holdings, LLC, a Delaware limited liability company (“Pike”), and TransMontaigne Partners L.P., a Delaware limited partnership (“TLP”). Pike and TLP are sometimes referred to individually as a “Party” and collectively as the “Parties.”
RIGHT OF FIRST OFFER TO REINSURE TERM SHEET =================================== ============================================= PARTIES: Commercial Guaranty Assurance, Ltd. ("CGA") and Capital Reinsurance Company ("Cap Re"). ===========...Right of First Offer Agreement • July 30th, 1998 • Cga Group LTD • Surety insurance
AMENDMENT AND WAIVER NO. 2 TO RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • June 29th, 2016 • 8point3 Energy Partners LP • Electric services
This Amendment and Waiver No. 2 to the Right of First Offer Agreement, dated as of June 28, 2016 (this “Waiver Agreement”), is made and entered into by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), and First Solar, Inc., a Delaware corporation (the “Sponsor”).
FORM OF RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • September 7th, 2007 • NRDC Acquisition Corp. • Blank checks • New York
THIS RIGHT OF FIRST OFFER AGREEMENT (the “Agreement”) is made as of [•], 2007 by and among NRDC Acquisition Corp. (the “Company”), NRDC Capital Management, LLC, NRDC Real Estate Advisors, LLC, NRDC Equity Partners LLC (the preceding three entities, the “Associated Entities”), William Mack, Robert Baker, Richard Baker and Lee Neibart (the “Associated Persons” and, together with the Associated Entities, the “Associated Parties”) and each of the Independent Directors (as defined below) of the Company.
RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • January 13th, 2011 • Adecoagro S.A. • Agricultural prod-livestock & animal specialties
INTERNATIONAL FARMLAND HOLDINGS LLC, a limited liability company organized under the laws of the State of Delaware, with its principal place of business in the city of New York, New York, U.S.A., at 888 Seventh Avenue (“IFH LLC”) and ADECO BRASIL PARTICIPAÇÕES LTDA., a limited liability company organized under the laws of Brazil, with its principal place of business in the city of São Paulo, state of São Paulo, at Rua São Joaquim 249, Loja 13, enrolled with the general taxpayers’ roll CNPJ/MF under no. 07.835.579/0001-51 (“ADECO”) (IFH LLC and ADECO hereinafter jointly referred to as “IFH”); and
FIRST AMENDMENT TO RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • March 23rd, 2022 • Aclarion, Inc. • Services-medical laboratories
This FIRST AMENDMENT TO RIGHT OF FIRST OFFER AGREEMENT (the “Amendment”) is dated and effective as of July 27, 2017 (the “Amendment Date”), by and between NOCIMED, INC. a Delaware corporation with its principal place of business at 370 Convention Way, Redwood City, CA 94063 (the “Company”), and NUVASIVE, INC., a Delaware corporation with its principal place of business at 7475 Lusk Boulevard, San Diego, CA 92121 (“NuVasive”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Right of First Offer Agreement (as defined below).
FIRST AMENDMENT TO RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • February 14th, 2019 • Clearway Energy, Inc. • Electric services
This FIRST AMENDMENT TO RIGHT OF FIRST OFFER AGREEMENT (this “Amendment”), is made and entered into as of February 14, 2019, by and between Clearway Energy Group LLC (“CEG”) and Clearway Energy, Inc. (“CWEN”).
Right of First Offer AgreementRight of First Offer Agreement • March 3rd, 2020 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining
This Right of First Offer Agreement (“Agreement”) is entered into as of February 28, 2020 (the “Effective Date”), by and among each of Pocahontas Royalties LLC, a Delaware limited liability company (“PRL”), Natural Resource Partners L.P. (“NRP”), GP Natural Resource Partners LLC (the “Company”), NRP (GP) LP (the “GP”), and NRP (Operating) LLC (“OLLC” and together with NRP, the Company, and the GP, the “NRP Entities”). Each of PRL and the NRP Entities may hereafter be individually referred to as a “Party” or collectively as the “Parties.”
by and betweenRight of First Offer Agreement • March 31st, 1998 • Prime Group Realty Trust • Real estate investment trusts • Illinois
O3B NETWORKS LIMITED RIGHT OF FIRST OFFER AGREEMENT (Initial Common Investor)Right of First Offer Agreement • February 26th, 2008 • Liberty Global, Inc. • Cable & other pay television services • New York
This Right of First Offer Agreement (the “Agreement”) is entered into as of the 4th day of January, 2008, by and among O3B Networks Limited, a private company limited by shares organized under the laws of Jersey (the “Company”), LGI Ventures B.V. (the “Preferred Investor”), Gregory Wyler (the “Founder”) and John Dick (the "Initial Common Investor”).
NTOP HOLDINGS LLC RIGHT OF FIRST OFFER AGREEMENT AMENDMENT NO. 1Right of First Offer Agreement • December 10th, 2004 • Idt Corp • Telephone communications (no radiotelephone)
This Amendment No. 1 to the NTOP Holdings LLC Right of First Offer Agreement (this “Amendment No. 1”) is entered into as of December 1, 2004, by and among IDT Corporation, a Delaware corporation (“IDT Corporation”), IDT Domestic-Union, LLC, a Delaware limited liability company (“IDT Sub”), IDT Investments Inc., a Nevada corporation (“IDT Investments” and together with IDT Sub, the “IDT Members”), Liberty Media Corporation, a Delaware corporation (“LMC”), Liberty N2P, Inc., a Delaware corporation (“Liberty N2P”), Liberty N2P II, Inc, a Delaware corporation (“Liberty N2P II” and together with Liberty N2P, the “Liberty Members”) and NTOP Holdings, LLC, a Delaware limited liability company (the “Company”).
Secondary Sale of Common Shares of Biovail CorporationRight of First Offer Agreement • February 5th, 2009 • Melnyk Eugene • Pharmaceutical preparations
This letter is to confirm that, subsequent to a trade on February 3, 2009 of approximately Two (2) million shares of Biovail Corporation (the “Shares”) by EM Holdings B.V. (“BV”) through GMP Securities L.P. (“GMP”), BV, Eugene Melnyk and any entity controlled by or affiliated with Eugene Melnyk (each a “Selling Shareholder”), hereby grant a right of first offer to GMP for a period of 30 days, commencing on the date of the settlement of the traded Shares, whereby each Selling Shareholder:
FORM OF RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • May 1st, 2008 • National Security Solutions Inc. • Blank checks • Delaware
THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is made as of [•], 2008, by and among National Security Solutions Inc. (the “Company”), Medallion Financial Corp. (“Medallion”), November Group LTD (“November Group” and, together with Medallion, each an “Associated Entity” and, collectively, “Associated Entities”), Kenneth L. Boyda, Andrew M. Murstein, Larry D. Hall, Howard Safir, Adam Safir and David Rudnick (each an “Associated Person” and, collectively, the “Associated Persons” and, together with the Associated Entities, the “Associated Parties”) and each of the Independent Directors (as defined below) of the Company.
