Right of First Negotiation / First Refusal definition

Right of First Negotiation / First Refusal means that, with respect to the applicable arrangement, the parties shall negotiate in good faith and on a commercially reasonable basis for a period of thirty (30) days; provided, that if no agreement has been reached during such period, the party bearing the obligation to provide the Right of First Negotiation / First Refusal shall have no further obligation to negotiate with the other party and shall be free to negotiate with third parties with respect to the applicable arrangement; provided, further, that the party bearing the obligation to provide the Right of First Negotiation / First Refusal shall not conclude any arrangement with any third party on the same terms or terms that, taken together, are less favorable to it (all things considered) than those terms that have been offered to the other party, without providing the other party five (5) Business Days to either accept or reject the applicable arrangement on such new terms. The initial thirty (30) day negotiation period shall commence on a date reasonably designated in writing by the party bearing the obligation to provide the Right of First Negotiation / First Refusal after good faith consultation with the other party.
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Right of First Negotiation / First Refusal means that, with respect to the applicable arrangement, the parties shall negotiate in good faith and on a commercially reasonable basis for
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Examples of Right of First Negotiation / First Refusal in a sentence

  • For the avoidance of doubt, the Right of First Negotiation / First Refusal granted to Licensee under this Section 3.5(d) shall not apply to the Broadcast of Pantelion Movies by means of Theatrical Exhibition or Hard Good Home Videograms (neither of which constitute Licensed Media).

  • Licensee will provide Licensor with a Right of First Negotiation / First Refusal to provide virtual technical advertising services for any virtual advertising if and to the extent that Licensee engages a third party for such services.

  • So I said if you arrested the military observers that would cause some problems to the RUF and himself.

  • Further, it is understood and agreed that any rights licensed to, or acquired by, Licensee in connection with the exercise of its Right of First Negotiation / First Refusal set forth in Section 3.5(d) shall not constitute part of the Licensed Rights and will not be subject to the terms and conditions of this Agreement applicable to Licensed Content (provided, that this Section 3.5(e) shall not be deemed to affect the calculation of the Royalty, the Royalty Base or the operation of Section 9).

  • Subject to Licensee’s Right of First Negotiation / First Refusal under Section 1.1(b)(vi), Licensee shall have no right to Broadcast, sublicense, exploit or otherwise make available any Excluded Content other than the Televisa Publications Content and Televisa Produced Clips (pursuant to the terms and conditions and subject to the exceptions and exclusions herein).

  • Subject to Licensee’s Right of First Negotiation / First Refusal under Section 1.1(b)(vi), Licensee shall have no right to Broadcast, sublicense, exploit or otherwise make available any Excluded Content other than the Univision Publications Content and Univision Produced Clips (pursuant to the terms and conditions and subject to the exceptions and exclusions herein).

  • An Affiliate of GT which is capable of effecting such substitution will have the Right of First Negotiation / First Refusal to perform such substitution.

  • Licensor shall provide, or shall cause Videocine or Pantelion to provide, to Licensee a Right of First Negotiation / First Refusal to acquire and/or license the exclusive right to Broadcast, on a Pantelion Movie-by-Pantelion Movie basis, each Pantelion Movie by means of each Licensed Media in the Territory (other than by means of Free Television, which is exclusively licensed to Licensee hereunder).

Related to Right of First Negotiation / First Refusal

  • Right of First Refusal means the Company’s right of first refusal described in Section 8.

  • Right of First Refusal Agreement means the Right of First Refusal Agreement, dated as of August 4, 2017, among the Partnership, the Operating Partnership and NextEra Energy Resources, LLC.

  • Right of First Offer has the meaning set forth in Section 8.7.

  • Right of First Refusal and Co-Sale Agreement means the agreement among the Company, the Purchasers, and certain other stockholders of the Company, dated as of the date of the Initial Closing, in the form of Exhibit G attached to this Agreement.

  • First Refusal Right means the right granted to the Corporation in accordance with Article E.

  • Right of Co-Sale means the right, but not an obligation, of an Investor to participate in a Proposed Key Holder Transfer on the terms and conditions specified in the Proposed Transfer Notice.

  • Exclusive Right to Sell listing means that if you, the owner of the property, find a buyer for your house, or if another broker finds a buyer, you must pay the agreed commission to the present broker.

  • right of use means any right we have to use, in our own name and on our own account or the account of another counterparty, financial instruments received by us by way of collateral under a security collateral arrangement between you and us;

  • Right of Repurchase means the Company’s right of repurchase described in Section 7.

  • Secondary Refusal Right means the right, but not an obligation, of each Investor to purchase up to its pro rata portion (based upon the total number of shares of Capital Stock then held by all Investors) of any Transfer Stock not purchased pursuant to the Right of First Refusal, on the terms and conditions specified in the Proposed Transfer Notice.

  • Right of Reference means the “right of reference” defined in 21 CFR 314.3(b), including with regard to a Party, allowing the applicable Regulatory Authority in a country to have access to relevant information (by cross-reference, incorporation by reference or otherwise) contained in Regulatory Documentation (and any data contained therein) filed with such Regulatory Authority with respect to a Party’s Compound, only to the extent necessary for the conduct of the Study in such country or as otherwise expressly permitted or required under this Agreement to enable a Party to exercise its rights or perform its obligations hereunder.

  • Original Holder shall have the meaning given in the Recitals.

  • Investors Agreement has the meaning set forth in Section 6.01(e).

  • Existing Transfer Restrictions means Transfer Restrictions existing with respect to any securities by virtue of the fact that Counterparty may be an “affiliate” of the Issuer (as such term is defined in Rule 144 under the Securities Act).

  • Second Extension Option shall have the meaning set forth in Section 2.6.1 hereof.

  • First Offer has the meaning set forth in Section 3.9(e)(1) or Section 11.1(b)(i), as applicable.

  • Termination of parental rights means the permanent elimination of all parental rights and duties, including residual parental rights and duties, by court order.

  • Termination Option means the option of either party to terminate a transaction in the event that the other party fails to perform a Firm obligation to deliver Gas in the case of Seller or to receive Gas in the case of Buyer for a designated number of days during a period as specified on the applicable Transaction Confirmation.

  • Transfer Restriction Event shall have the meaning specified in Section 2.11.

  • Transfer Restriction means any condition to or restriction on the ability of the Subscriber to pledge, sell, assign or otherwise transfer the Shares under any organizational document, policy or agreement of, by or with the Company, but excluding the restrictions on transfer described in paragraph 6(c) of this Subscription Agreement with respect to the status of the Shares as “restricted securities” pending their registration for resale or transfer under the Securities Act in accordance with applicable securities laws.

  • Drag-Along Right has the meaning set forth in Section 8.6(a).

  • Initial Xxxx of Sale means the document, in the form of Attachment B hereto, executed by an authorized officer of SLM ECFC which shall (i) set forth the applicable Initial Loans offered by SLM ECFC and accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding, (ii) sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all rights, title and interest of SLM ECFC in the Initial Loans listed on that Xxxx of Sale and (iii) certify that the representations and warranties made by SLM ECFC as set forth in Sections 5 (A) and (B) of these Master Terms are true and correct.

  • Restriction Notice has the meaning set forth in Section 8.04(f) hereof.

  • Repurchase Right means the right granted to the Corporation in accordance with Article D.

  • Transfer Restrictions means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.

  • Non-transferability means the occurrence of any event that makes it impossible for the Issuer to deliver Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation).