Common use of First Refusal Right Clause in Contracts

First Refusal Right. Except as provided in Section 5.2.2 above, the parties mutually agree that each of them shall have the right of first refusal in respect of the shares of JVC held by the other and that any sale, assignment, transfer, mortgage, pledge or other encumbrances of its shares of JVC by either of them shall be subject to the following provision that if either party (the "Selling Party") shall desire to sell, assign, or transfer any or all of its shares, it shall give the other party written notice of such desire, setting forth in such notice all of the details of such contemplated sale, assignment or transfer, including without limitation thereto, the price, currency, terms and conditions of such proposed transaction and the identity and address of the proposed purchaser or transferee. The consideration in the case of any such contemplated transaction may not be unique, or not readily procurable, or a service to be performed for the Selling Party. The other party shall have sixty (60) days after receipt of such notice to exercise its right of first refusal option to purchase such shares at the same price, in the same currency, and upon the same terms and conditions that the Selling Party has been offered and is willing to accept from the proposed purchaser or transferee, by mailing to the Selling Party a written notice thereof. If the other party so exercises its right of first refusal option to purchase, it shall have an additional four (4) months after such exercise within which to make payment for, and take title to, the stock of the Selling Party. If the other party does not so exercise its right of first refusal option, the Selling Party may sell, assign or transfer such shares to the proposed purchaser or transferee pursuant to the terms and conditions set forth in such notice to the other party.

First Refusal Right. Except as provided in Section 5.2.2 above, the parties mutually agree that each of them shall have the right of first refusal in respect of the shares interests of JVC EOI held by the other and that any sale, assignment, transfer, mortgage, pledge or other encumbrances of its shares interests of JVC EOI by either of them shall be subject to the following provision that if either party (the "Selling Party") shall desire to sell, assign, or transfer any or all of its sharesinterests, it shall give the other party written notice of such desire, setting forth in such notice all of the details of such contemplated sale, assignment or transfer, including without limitation thereto, the price, currency, terms and conditions of such proposed transaction and the identity and address of the proposed purchaser or transferee. The consideration in the case of any such contemplated transaction may not be unique, or not readily procurable, or a service to be performed for the Selling Party. The other party shall have sixty (60) days after receipt of such notice to exercise its right of first refusal option to purchase such shares interests at the same price, in the same currency, and upon the same terms and conditions that the Selling Party has been offered and is willing to accept from the proposed purchaser or transferee, by mailing to the Selling Party a written notice thereof. If the other party so exercises its right of first refusal option to purchase, it shall have an additional four (4) months after such exercise within which to make payment for, and take title to, the stock of the Selling Party. If the other party does not so exercise its right of first refusal option, the Selling Party may sell, assign or transfer such shares interests to the proposed purchaser or transferee pursuant to the terms and conditions set forth in such notice to the other party.

First Refusal Right. Except as provided in Section 5.2.2 aboveNo party will sell, the parties mutually agree that each transfer or otherwise dispose of them shall have the right of first refusal in respect any of the shares of JVC held by SNW at any time (other than to majority owned subsidiaries of that party) unless the other parties shall have been given the opportunity, in the following manner, to purchase (or cause a corporation, entity, person or group designated by them to purchase) such shares: a. The selling party shall notify the other parties in writing of such intention, specifying the shares proposed to be disposed of and that any salethe proposed terms thereof. b. The other parties shall have the right, assignment, transfer, mortgage, pledge or other encumbrances of its shares of JVC exercisable by either of written notice given by them shall be subject to the following provision that if either selling party (the "Selling Party") shall desire to sell, assign, or transfer any or all of its shares, it shall give the other party written notice of such desire, setting forth in such notice all of the details of such contemplated sale, assignment or transfer, including without limitation thereto, the price, currency, terms and conditions of such proposed transaction and the identity and address of the proposed purchaser or transferee. The consideration in the case of any such contemplated transaction may not be unique, or not readily procurable, or a service to be performed for the Selling Party. The other party shall have sixty (60) within 30 days after receipt of such notice of intention, to purchase (or to cause a corporation, entity, person or group designated by them to purchase) all or any part of the shares specified in such notice of intention on the terms and at the price set forth therein. c. If the other parties exercise its their right of first refusal option hereunder, the closing of the purchase of the shares with respect to purchase which such shares at the same price, in the same currency, and upon the same terms and conditions that the Selling Party right has been offered and is willing to accept from exercised shall take place within 60 days after the proposed purchaser or transferee, by mailing to the Selling Party a written other parties give notice thereof. of such exercise. d. If the other party so exercises its parties do not exercise their right of first refusal option to purchase, it shall have an additional four (4) months after hereunder within the time specified for such exercise within which to make payment for, and take title toexercise, the stock selling party shall be free during the period of 60 days following the Selling Partyexpiration of such time for exercise to sell the shares to the purchaser specified in such notice of intention at the price specified therein or at any price in excess thereof. Any shares not sold by the selling party within said 60 day period shall continue to be subject to the provisions of this Section 12. e. If the other party does not so exercise its parties shall designate another corporation, entity, person or group as the purchaser pursuant to this Section 12, the giving of notice of acceptance of the right of first refusal optionby the other parties shall constitute a legally binding obligation of the other parties to complete such purchase if such other corporation, the Selling Party may sellentity, assign person or transfer such group shall fail to do so. f. The right of any party to sell its shares to a third party shall be subject to the proposed condition that any such purchaser or transferee pursuant agree in writing to be bound by all of the terms and conditions set forth in such notice to the other partyof this Agreement.