Third Party Purchase Rights definition

Third Party Purchase Rights means any and all rights of first offer, pre-emptive rights, rights of first refusal or other rights to purchase any of the Purchased Royalties or a portion thereof which may be exercisable by an Operator or any other Person pursuant to or in accordance with the terms of the Purchased Royalty Agreements applicable to the Purchased Royalties in connection with the transactions contemplated by this Agreement, which definition for greater certainty excludes any Buy Down Rights with respect to any Purchased Royalties;
Sample 1
Third Party Purchase Rights or Seller shall comply with all obligations to provide such third party with any written notices triggering such Third Party Purchase Rights and the time period for the exercise of such Third Party Purchase Rights shall have expired (as evidenced to Buyer with supporting documentation), and thereafter Seller shall execute and deliver to Escrow Agent such documents and/or instruments as may be reasonably required by Escrow Agent to evidence the compliance with such Third Party Purchase Rights for recordation in the public records of the parish where the property is located. In the event that the foregoing conditions precedent have not been satisfied as of Closing, Buyer shall have the rights and remedies set forth in Section 9(b) of this Agreement.
Sample 1
Third Party Purchase Rights means any rights of first offer, rights of first refusal or other rights to purchase any of the Royalties which may be exercisable by an Operator or any other Person or Persons under the terms of a Royalty Agreement as a result of the transactions contemplated by this Agreement;
Sample 1

Examples of Third Party Purchase Rights in a sentence

  • On or before the First Closing Date or, in the case of the Australian Royalties, upon satisfaction of the FIRB Condition, the Vendors will give such notices as may be required by the terms of the Royalty Agreements to all Persons who, to the Knowledge of Vendor, are holders of Third Party Purchase Rights (which does not include Allegiance).

  • Subject to Section 14.2, the Purchase Price shall not be reduced as the result of the exercise of Third Party Purchase Rights or the refusal of Third Party Consents.

  • To the Knowledge of Vendor, the Required Consents identified in Schedules A.1 to A.15 ( “Required Consents”) are all of the Required Consents and the Third Party Purchase Rights identified in Schedules A.1 to A.15 are all of the Third Party Purchase Rights.

  • The term of the Confidentiality Agreement with respect to all Royalties in respect of which there are Third Party Purchase Rights which are waived or expire or Royalties in respect of which there are Third Party Consents which are granted will expire on the later of the completion of the First Closing or the Second Closing as the case may be or the date on which the Third Party Purchase Rights are waived or expire or the Third Party Consents are granted, as the case may be.

  • Except in respect of the FIRB Condition and except as provided in Section 8.4 the Purchaser accepts the entire risk that Third Party Purchase Rights will be exercised and Required Consents may be refused; and the Purchaser shall have no claim against the Vendors or any of them as a result thereof.

  • Purchaser accepts the entire risk that the Third Party Purchase Rights may be exercised and any required Third Party Consents may be refused or otherwise not obtained and acknowledges and agrees that Purchaser shall have no Claim against Barrick as a result thereof.

  • If at any time Third Party Purchase Rights in respect of Australian Royalties are exercised and the FIRB Condition in respect thereof has been satisfied, the Vendor will use all commercially reasonable efforts to complete the sale of such Royalties in respect of which Third Party Purchase Rights have been exercised to the Person or Persons who have exercised such rights and the Purchaser will have the right to receive all proceeds of sale due from such Person or Persons.

  • If at any time Third Party Purchase Rights in respect of Non-Australian Royalties are exercised the Purchaser will reassign the Royalties in respect of which Third Party Purchase Rights have been exercised to the Person or Persons who have exercised such rights and the Purchaser will have the right to receive all proceeds of sale due from such Person or Persons.

  • The Parties acknowledge that the Confidentiality Agreement remains in full force and effect, except as modified by this Section 16.1. The term of the Confidentiality Agreement with respect to all Royalties in respect of which there are no Third Party Purchase Rights or Third Party Consents will expire on completion of the First Closing or the Second Closing as the case may be.

  • The Purchase Price shall not be reduced as a result of the refusal of or failure to obtain any Third Party Consents or the exercise of any Third Party Purchase Rights.

Related to Third Party Purchase Rights

  • Third Party Purchaser means any Person who, immediately prior to the contemplated transaction, (a) does not directly or indirectly own or have the right to acquire any outstanding Common Shares or (b) is not a Permitted Transferee of any Person who directly or indirectly owns or has the right to acquire any Common Shares.

  • Purchase Rights shall have the meaning set forth in Section 5(c).

  • Stock Purchase Rights means any warrants, options or other rights to subscribe for, purchase or otherwise acquire any shares of Common Stock or any Convertible Securities.

  • Stock Purchase Right means a right to purchase Common Stock pursuant to Section 11 below.

  • Purchase Right means an option to purchase shares of Common Stock granted pursuant to the Plan.

  • Restricted Stock Purchase Right means a right to purchase Stock granted to a Participant pursuant to Section 8.

  • Transfer Stock means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but does not include any shares of Preferred Stock or of Common Stock that are issued or issuable upon conversion of Preferred Stock.

  • Tag or “RFID tag” means the unique identification number or Radio Frequency Identification (RFID) issued to a licensee by the agency for tracking, identifying and verifying marihuana plants, marihuana products, and packages of marihuana product in the statewide monitoring system.

  • prospective sale means a sale which is intended to be made in the future, upon the occurrence of a stated event, whether or not the occurrence of the event is certain;

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

  • Third Party Sale means any sale for resale in interstate commerce to a Power Purchaser that is not designated as part of Network Load under the Network Integration Transmission Service but not including a sale of energy through the PJM Interchange Energy Market established under the PJM Operating Agreement.

  • Transfer Shares has the meaning ascribed to such term in Section 6.2(a)

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

  • Preemptive Rights has the meaning set forth in Section 14.1.

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

  • Drag-Along Sale has the meaning set forth in Section 3.03(a).

  • Tag-Along Rights has the meaning set forth in Section 5.2.

  • Prospective Transferee means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.

  • Preemptive Right has the meaning set forth in Section 5.1 hereof.

  • Call Rights As defined in Section 9.01(f).

  • Prospective Purchaser shall have the meaning set forth herein in Section 2.2(a).

  • Eligible Shares means each Share issued and outstanding immediately prior to the Effective Time, other than (a) subject to the last sentence of Section 4.2(f), any Excluded Shares, and (b) any Company Restricted Shares.

  • Third Party Offer shall have the meaning set forth in Section 4(a) hereof.

  • Other Shares means shares of Common Stock, other than Registrable Securities (as defined below), with respect to which registration rights have been granted.

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Tag-Along Shares has the meaning ascribed to such term in Section 4.4(a).