Right of Last Refusal means that if Buyer and Script Owner fail to reach an agreement pursuant to Buyer's right of first negotiation, and Script Owner makes and/or receives any bona fide offer to license, lease and/or purchase the particular Reserved Right or any interest therein ("Third Party Offer"), and if the proposed purchase price and other material terms of a Third Party Offer are no more favorable to Script Owner than the terms which were acceptable to Buyer during the first negotiation period, Script Owner shall notify Buyer, by registered mail or telegram, if Script Owner proposes to accept such Third Party Offer, the name of the offerer, the proposed purchase price, and other terms of such Third Party Offer. During the period of thirty (30) days after Buyer's receipt of such notice, Buyer shall have the exclusive option to license, lease and/or purchase, as the case may be, the particular Reserved Right or interest referred to in such Third Party Offer, at the same purchase price and upon the same terms and conditions as set forth in such notice. If Buyer elects to exercise thereof by registered mail or telegram within such thirty (30) day period, failing which Script Owner shall be free to accept such Third Party Offer; provided that if any such proposed license, lease and/or sale is not consummated with a third party within thirty (30) days following the expiration of the aforesaid thirty (30) day period, Buyer's Right of Last Refusal shall revive and shall apply to each and every further offer or offers at any time received by Script Owner relating to the particular Reserved Right or any interest therein; provided, further, that Buyer's option shall continue in full force and effect, upon all of the terms and conditions of this paragraph, so long as Script Owner retains any rights, title or interests in or to the particular Reserved Right. Buyer's Right of Last Refusal shall inure to the benefit of Buyer, its successors and assigns, and shall bind Script Owner and Script Owner's heirs, successors and assigns.
Right of Last Refusal shall have the meaning set forth in Subsection 6.1(c)(i).
Right of Last Refusal shall have the meaning set forth in Section 2.4.
Examples of Right of Last Refusal in a sentence
Xxxxx's Right of Last Refusal shall inure to the benefit of Xxxxx, its successors and assigns, and shall bind Writer and Writer's heirs, successors and assigns.
More Definitions of Right of Last Refusal
Right of Last Refusal has the meaning specified in Section 3.2(b).
Right of Last Refusal has the meaning set forth in Section 2.07(b) (Right of First Negotiation) hereof.
Right of Last Refusal as used herein shall mean SGC's right to accept the same material terms and conditions that uWink has been able to negotiate with one or more third parties for a License. SGC shall have a period of thirty business days commencing on the first business day after SGC receives written notice from uWink of the details of such material terms and conditions together with uWink's acknowledgment that they are willing to accept such proposed terms and conditions in which to exercise its right of last refusal. If SGC elects not to, or fails to, exercise its right of last refusal as herein provided, uWink shall be free to enter into an agreement with such third party on such material terms and conditions, provided, however, that if uWink fails or refuses for any reason whatsoever to enter into an agreement with said third party or parties on terms and conditions consistent in all material respects with those set forth in the notice to SGC, SGC's right of last refusal shall continue pursuant to the terms of this Agreement.
Right of Last Refusal means that if ABG Entertainment and Writer fail to reach an agreement pursuant to ABG Entertainment’s Right of First Negotiation, and Writer makes and/or receives any bona fide offer to license, lease and/or purchase the particular Reserved Right(s) or any interest therein (hereinafter, “Third Party Offer”), and if the proposed purchase price and other material terms of a Third Party Offer are no more favorable to Writer than the terms which were acceptable to ABG Entertainment during the Negotiation Period, Writer shall notify ABG Entertainment, by registered mail or telegram, if Writer proposes to accept such Third Party Offer, the name of the offeror, the proposed purchase price, and other terms of such Third Party Offer.
Right of Last Refusal means that prior to accepting any bona fide offer to enter into an agreement or arrangement for a Proposed Project, Nikola shall notify GNH in writing of the name of the third-party offeror and the proposed terms and conditions of such Proposed Project. GNH shall have the option (exercisable within thirty (30) days of receipt of such written notice) to lead such Proposed Project on the same terms and conditions as set forth in such notice. If GNH declines to exercise such option, but Nikola fails to execute a definitive agreement on the terms and conditions set forth in the notice within thirty (30) days, the Right of Last Refusal shall revive and apply to each and every further offer or offers received by Nikola with respect to such Proposed Project.
Right of Last Refusal means that if Purchaser and Owner fail to reach an agreement pursuant to Purchaser's right of first negotiation, and Owner makes and/or receives any bona fide offer to license, lease and/or purchase the particular Reserved Right or any interest therein ("Third Party Offer"), Owner shall notify Purchaser, by registered mail or telegram, if Owner proposes to accept such Third Party Offer, the name of the offeror, the proposed purchase price, and other terms of such Third Party Offer. During the period of thirty (30) days after Purchaser's receipt of such notice, Purchaser shall have the exclusive option to license, lease and/or purchase, as the case may be, the particular Reserved Right or interest referred to in such Third Party Offer, at the same purchase price and upon the same terms and conditions as set forth in such notice. If Purchaser elects to exercise the right to purchase such Reserved Right, Purchaser shall notify Owner of the exercise thereof by registered mail or telegram within such thirty (30) day period, failing which Owner shall be free to accept such Third Party Offer; provided that if any such proposed license, lease and/or sale is not consummated with a third party within thirty (30) days following the expiration of the aforesaid thirty (30) day period, Purchaser's Right of last refusal shall revive and shall apply to each and every further offer or offers at any time received by Owner relating to the particular Reserved Right or any interest therein; provided, further, that Purchaser's option shall continue in full force and effect, upon all of the terms and conditions of this paragraph, so long as Owner retains any rights, title or interests in or to the particular Reserved Right. Purchaser's Right of Last Refusal shall inure to the benefit of Purchaser, its successors and assigns, and shall bind Owner and Owner's heirs, successors and assigns.
Right of Last Refusal as used herein shall be defined as granting DTS the right to accept the same material terms and conditions that PEM has been able to negotiate with any third party (or itself) for the hosting of the Exhibition in the New York metropolitan area. DTS shall have five (5) calendar days in which to exercise in writing, its right of last refusal to accept or reject the material terms and conditions proposed between PEM and such third party (or itself). Said 5 days period shall commence on the date DTS receives written notice from PEM of the material terms and conditions that it has been offered. In all events any such proposal must reflect an arms’ length, good faith, transaction, consistent generally with industry standards for agreements between unaffiliated touring show promoters and exhibition venues. In the event that DTS fails to exercise its right of last refusal as provided for herein, PEM shall thereafter be able to enter into an agreement with any third party (or itself) on terms and conditions consistent in all material respects with those contained in such notice to DTS. PEM and DTS agree to amend the Exhibition, Touring, Service and Co-Promotion Agreement to eliminate the requirement that the Exhibition be presented at DTS’ Discovery Times Square venue, to be replaced by reference to the rights of first refusal and last negotiation herein.