First Right of Purchase Sample Clauses

The First Right of Purchase clause grants a specified party the initial opportunity to buy an asset or property before the owner can offer it to others. In practice, if the owner decides to sell, they must first notify the holder of this right, who then has a set period to accept or decline the purchase under predetermined terms. This clause ensures the holder has priority in acquiring the asset, thereby protecting their interests and preventing the owner from selling to third parties without first offering it to them.
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First Right of Purchase. Upon receipt of the Notice of Proposed Transfer, the Company shall have a right to purchase the Shares to which such Notice relates at the price and in the manner specified herein before any other action is taken to sell, assign, transfer, pledge, or otherwise dispose of the Shares. Such right shall continue for a period of 10 days from the receipt of the Notice of Proposed Transfer. If the Company elects to exercise its first right of purchase, it shall so notify the Holder of the Shares on the terms and conditions as are specified in such Notice and shall specify the time and place for tender of certificates representing such Shares.
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First Right of Purchase. Any Institutional Stockholder (other than Bate▇) ▇▇y Transfer any interest in any Restricted Securities to any transferee PROVIDED that any such Transfer shall be made in accordance with the provisions of this Section 3.2 and Sections 3.3 and 3.4 and in compliance with the requirements any applicable federal or state securities laws. At least 30 days prior to making any such Transfer of any Institutional Stock, the transferring Institutional Stockholder (the "Transferring Stockholder") will deliver a written notice (the "Offer Notice") to each of the other Institutional Stockholders. The Offer Notice will disclose in reasonable detail the proposed number of shares of Restricted Securities to be transferred, the type of such Restricted Securities, the proposed price, terms and conditions of the Transfer and the identity of the transferee. Any Institutional Stockholder may elect (by itself or through an Affiliate of such Institutional Stockholder) to purchase all of the shares of any Restricted Securities specified in any Offer Notice given by a Transferring Stockholder at the price and on the terms specified therein by written notice of such election to the Transferring Stockholder within 30 days after delivery of such Offer Notice (the "Institution Election Period"). If any of the Institutional Stockholders elects to purchase all of such Restricted Securities, the Transfer of the Restricted Securities will be consummated within 15 days after the expiration of the Institution Election Period. If more than one Institutional Stockholder elects to purchase all of the Restricted Securities to be transferred, each Institutional Stockholder electing to purchase such Restricted Securities will be entitled to purchase a PRO RATA portion (based upon the respective numbers of shares of Restricted Securities then held by such Institutional Stockholders (on a fully diluted basis)) of the Restricted Securities proposed to be transferred. If none of the Institutional Stockholders elects to purchase all of the Restricted Securities being offered, the Transferring Stockholder may, within 90 days after the expiration of the Institution Election Period, Transfer the Restricted Securities specified in the Offer Notice to one or more third parties specified in the Offer Notice at a price and on terms no more favorable to the transferees than the price and terms offered to the Institutional Stockholders in the Offer Notice, PROVIDED that no such Transfer may be completed except...
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First Right of Purchase. During each year that this Agreement remains in effect, the Company shall have the right to purchase (the "First Right of Purchase") at the purchase price and under the terms provided in this Article 2, each Qualifying Mortgage Loan with a Loan to Value Ratio in excess of 80% held by GMACCM which GMACCM determines to sell, assign or otherwise transfer, up to an aggregate principal amount of $100 million (the "Annual Commitment Amount"). GMACCM may, but is not obligated to, make available for purchase by the Company under the terms of this Agreement Qualifying Mortgage Loans with a Loan to Value Ratio of 80% or less, and the principal amount of such Qualifying Mortgage Loans shall be applied to the Annual Commitment Amount. GMACCM shall not sell, assign or otherwise transfer any Qualifying Mortgage Loan with a Loan to Value Ratio in excess of 80% to anyone other than the Company during any year that this Agreement remains in effect unless and until (i) GMACCM has made available for purchase by the Company Qualifying Mortgage Loans during such year in an aggregate principal amount equal to or greater than the Annual Commitment Amount or (ii) the Company has either notified GMACCM in writing that the Company does not intend to purchase such Qualifying Mortgage Loan or the Company either fails to deliver the Exercise Notice with respect to such Qualifying Mortgage Loan or fails to purchase such Qualifying Mortgage Loan within the time provided in this Article 2. The Annual Commitment Amount under this Section 2.1 will be measured on a 12-month basis as of each of the first, second and third anniversary of the date of this Agreement.
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First Right of Purchase. Lessor hereby grants to Lessee the exclusive first right to negotiate for the purchase of the Property of which the Premises is a part for a twenty (20) day period following the date on which Lessor delivers to Lessee a written notice setting forth Lessor's intention to place the Property on the market, and the price and other material terms and conditions on which Lessor offers to sell the Property to Lessee. If, during such twenty
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First Right of Purchase. (a) Notwithstanding anything to the contrary in this Agreement and unless required otherwise by law, City shall, during the term of this Agreement, have the first right to purchase the Athletic Fields and the Improvements (“First Right of Purchase”) in accordance with this Section 8.6 and Education Code Section 17485 et seq. (b) Unless required otherwise by law, prior to selling the Athletic Fields and the Improvements, School District shall first offer to sell the Athletic Fields and the Improvements to the City in writing. The City may exercise the First Right of Purchase by delivery of written notice of exercise to School District within sixty (60) days after the City has received School District’s written offer to sell. If the City does not deliver such written notice to School District within the 60-day period, the City’s First Right of Purchase shall expire. (c) The purchase price for the Athletic Fields and the Improvements pursuant to the First Right of Purchase (the “Right of Purchase Price”) shall be an amount equal to: (i) The fair market value of the Athletic Fields and Improvements as determined by a licensed appraiser mutually acceptable to the City and the School District and who is a member of the Master Appraisal Institute; minus (ii) The City’s Share calculated in accordance with Section 8.4. In no event shall the Right of Purchase Price exceed the maximum sales price, or be less than the minimum sales price, set forth in Education Code Section 17491. (d) In the event the City elects to purchase the Athletic Fields and Improvements pursuant to this Section 8.6, the terms and conditions of the purchase and sale agreement shall comply with the requirements set forth in Education Code Section 17485 et seq.
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First Right of Purchase. You will give us the right of first purchase before soliciting offers from a third party if you choose to sell your franchise business. You agree to notify us in writing if you desire to sell or transfer any interest in you or in your franchised business. We will elect to exercise our option to purchase within 30 business days after our receipt of your written notification. If we offer you an amount that you do not agree to, you may try to sell to a third party. You are obligated before any transfer to a third party to comply with all criteria set forth in the subsections entitled "Sale or Assignment" and "First Right of Refusal."
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First Right of Purchase. Lessor hereby grants to Lessee the exclusive first right to negotiate for the purchase of the Property of which the Premises is a part for a twenty (20) day period following the date on which Lessor delivers to Lessee a written notice setting forth Lessor's intention to place the Property on the market, and the price and other material terms and conditions on which Lessor offers to sell the Property to Lessee. If, during such twenty (20) day period, Lessor and Lessee fail to agree with respect to the terms for the sale of the Property to Lessee, then Lessor thereafter may market and sell the Property to any other person provided, immediately following expiration of the twenty (20) day first-offer period under this Paragraph 55, Lessor initially may not offer (or list) the Property for sale at a price lower than that at which it was offered to Tenant pursuant to this Paragraph 55.
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First Right of Purchase. Upon receipt of the Notice of Proposed Transfer of intent to make a voluntary transfer under Section 3.1, the Company shall have a right to purchase the Debenture or the shares of Common Stock, as the case may be, to which such Notice relates at the price and in the manner specified herein before any other action is taken to sell, assign, transfer, pledge, or otherwise dispose of the Debenture or Common Stock, as the case may be. Such right shall continue for a period of 10 days from the receipt of the Notice of Proposed Transfer of a proposed transfer under Section 3. 1. If the Company elects to exercise its first right of purchase, it shall so notify the holder of the Debenture or shares of Common Stock, as the case may be, and purchase the Debenture or shares of Common Stock, as the case may be, on the terms and conditions as are specified in such notice and shall specify the time and place for tender of the Debenture or certificates representing such shares of Common Stock.
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First Right of Purchase. Groom has the first right to purchase HDD's ownership interest in the Trademark Assets.
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Related to First Right of Purchase

  • First Right of Refusal If any Partner shall enter into an agreement to sell their ownership interest in the Partnership with an individual or entity that is not a current Partner, the following parties must be given a first right of refusal before such a transaction can take place:

  • Exercise of Right of First Refusal At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

  • Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the "TRANSFER SHARES") to any person or entity, including, without limitation, any shareholder of the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

  • Right of First Refusal (a) Whenever and as often as the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.