Right of Sample Clauses
The "Right of" clause establishes a specific entitlement or authority granted to a party within an agreement. This clause typically outlines what actions a party is permitted to take, such as accessing information, using certain resources, or making decisions under defined circumstances. For example, it may give a party the right to inspect goods before purchase or to terminate the contract under certain conditions. Its core practical function is to clearly delineate the rights and powers of the parties involved, thereby reducing ambiguity and potential disputes over what each party is allowed to do.
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Right of. First Refusal Upon Issuances of New Securities by the -------------------------------------------------------------- Company. The Company hereby grants to each Purchaser the right of first refusal ------- to purchase up to its Pro Rata Share of New Securities which the Company may, from time to time, propose to sell and issue after the date of this Agreement.
(i) In the event the Company proposes to undertake an issuance of New Securities, it shall give each Purchaser written notice of its intention, describing the type of New Securities, the price and the general terms upon which the Company proposes to issue the same. Each Purchaser shall have fifteen (15) days from the date of receipt of any such notice (which fifteen (15) day period shall be specified in the notice) to agree to purchase the Purchaser's Pro Rata Share of such New Securities for the price and upon the general terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased.
(ii) In the event the Purchaser fails to exercise the right of first refusal within such fifteen (15) day period or affirmatively indicates that no such exercise will occur, then the Company shall have ninety (90) days thereafter to close the sale of the New Securities respecting which the Purchaser's option was not exercised, at a price and upon general terms no more favorable to the purchasers thereof than specified in the Company's notice. In the event the Company has not sold the New Securities within such ninety (90) day period, the Company shall not thereafter issue or sell any New Securities, without first offering such securities to the Purchasers in the manner provided above.
(iii) The right of first refusal hereunder is not assignable except (A) by each of such Purchasers to any affiliated partnership or corporation or to a partner or retired partner of such Purchaser or affiliated partnership or corporation or (B) to a transferee who acquires 100,000 or more shares of Common Stock acquired upon conversion of the Preferred (appropriately adjusted for Recapitalizations). Notwithstanding the foregoing, National Broadcasting Company, Inc. ("NBC") shall be entitled to transfer its right of --- first refusal to no more than four (4) affiliates (as such term is defined pursuant to Rule 405 under the Securities Act) of NBC, each of whom is an accredited investor within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and ...
Right of. Lien Executive shall be issued a UCC 1 which shall be recorded by the company in the amount of Nine Hundred Thousand Dollars ($900,000.00) (collectively, the "Severance Payments") for the purpose of security in the event of default under the provisions of this agreement. Upon payment in full of all shares and money Executive shall release said lien.
Right of. Way (ROW) Removal:
Right of. UNIT MEMBERS TO JOIN OR NOT JOIN: Each unit member has the right to form, join and participate in lawful activities of employee organizations and the right to refuse to form, join and participate in employee organizations. AFA and the District will not discriminate against a unit member who exercises these rights.
Right of. First Refusal on Issuance of New Securities by the Company. -------------------------------------------------------------------
Right of. First Refusal ----------------------
A. It is a principal inducement for Manager to enter into this transaction that the fifteen (15) Inns shall not, at any one time, ever be owned by more than four (4) separate individuals or entities each of whom has a management agreement with Manager with respect to its Inn or Inns. Accordingly, Lessee agrees that it will not have the right to enter into a Sale of an Inn if such a transaction, when consummated, would result in the fifteen (15) Inns being owned by more than four (4) separate owners. Subject to the foregoing, if Owner receives a bona fide written offer to enter into a Sale of an Inn, and desires to accept such offer, Lessee shall, or shall cause Owner to, give written notice thereof to Manager stating the name of the prospective purchaser or tenant, as the case may be, the price or rental and the terms and conditions of such proposed Sale of the Inn, together with all other information requested by Manager and reasonably available to Owner or Lessee. Within thirty (30) days after the date of receipt of Lessee's written notice and such other information, Manager shall elect, by written notice to Lessee, one of the following alternatives:
1. To purchase or lease such Inn or Inns at the same price or rental and upon the same terms and conditions as those set forth in the written notice from Lessee to Manager or upon other terms acceptable to Owner, in which event Lessee and Manager shall promptly enter into an agreement for such sale or lease and shall finalize the same within ninety (90) days.
2. To consent to such Sale of an Inn and to agree to enter into a new management agreement, with respect to such Inn or Inns, with such purchaser or tenant, which new management agreement will be on all of the terms and conditions of this Agreement, except that the Stipulated Debt Service and the Operating Profit Objective shall be only the portion thereof allocable to such Inn or Inns as set forth in Exhibits "B" and "C" ------------ --- hereof, and except that, in preparing such new management agreement, appropriate adjustments shall be made to all other terms and provisions of this Agreement which have been agreed to and/or computed on the assumption that this Agreement will apply to all fifteen (15) Inns (and reciprocal adjustments shall likewise be made to this Agreement itself, which will be applicable to the Inns not being sold under this Section 18.01, as set forth in Section 18.02 hereof); provided, however,...
Right of. First Refusal ----------------------
3.1 Rights of Investor ------------------
(a) Until the first date on which the Investor or any Permitted Transferee (as defined below) owns less than a majority, by voting power, of the outstanding shares of capital stock of the Company (assuming the exercise and conversion of all outstanding options, warrants and convertible securities), the Company shall not issue or sell (i) any shares of its Common Stock, (ii) any other voting equity securities of the Company, including, without limitation, shares of preferred stock, (iii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any voting equity securities of the Company, or (iv) any debt securities convertible into voting capital stock of the Company (collectively, the "Offered Securities"), unless in each such case the Company shall have first complied with this Section 3.1. The Company shall deliver to the Investor a written notice of any proposed or intended issuance or sale of Offered Securities (the "Offer"), which Offer shall (i) identify and describe the Offered Securities, (ii) describe the price and other terms upon which they are to be issued or sold, and the number or amount of the Offered Securities to be issued or sold, (iii) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued or sold and (iv) offer to issue and sell to the Investor a number of the Offered Securities (the "Available Amount") such that, after the issuance and sale of all of the Offered Securities, including the purchase of the Available Amount by the Investor, the Investor would own at least a majority, by voting power, of the outstanding capital stock of the Company (assuming the exercise and conversion of all outstanding options, warrants and convertible securities). The Company shall not be required to offer any Offered Securities to the Investor hereunder if, after the issuance and sale thereof, the Investor (or the Permitted Transferee) would continue to own at least a majority, by voting power, of the outstanding capital stock of the Company (assuming the exercise and conversion of all outstanding options, warrants and convertible securities).
(b) To accept an Offer, in whole or in part, the Investor must deliver a written notice to the Company within 20 days after its receipt of the Offer, setting forth the portion of the Available Amount that the Investor elects to purchase (the "Notice o...
Right of prepayment and cancellation in relation to a single Lender
(a) If:
(i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (a) of Clause 12.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Borrowers under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased Costs), the Borrowers may, whilst the circumstance giving rise to the requirement or indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and their intention to prepay that Lender's participation in the Loans.
(b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.
(c) On the last day of each Interest Period which ends after the Borrowers have given notice under paragraph (a) above (or, if earlier, the date specified by the Borrowers in that notice), the Borrowers shall prepay that Lender's participation in the Loans,
Right of. In the event that (i) it becomes necessary for [*] to [*] under [*] of a Third Party, where such [*] or [*] of a Development Compound comprising a Licensed Product, or the [*] or [*] (as defined below) of the Collaboration Target to which such Licensed Product is directed, which Development Compound or Collaboration Target is within the CK Existing Technology or consists of Collaboration or Post-Collaboration Technology owned solely or jointly by CK, and such [*] would [*] or [*] of such Licensed Product (but not, for example, by reason of its [*] or [*]), and (ii) [*] must [*] such Third Party for such [*] on [*] such Licensed Product [*], [*] may [*] that [*] of the [*] to such Third Party as the Parties agree under [*] below, but in no event more than [*] percent ([*]%) of such [*], against [*] on [*] of such Licensed Product [*], subject in each case to the [*] of [*] specified in [*] below. [*] shall not be entitled to such [*] in [*] of the [*] in the event the [*] of such Third Party for which such [*] have been incurred are [*] or [*]. For purposes of this Section 6.12.1, a [*] shall "[*] of the Collaboration Target" if such [*] a [*] or [*] by [*] of such Collaboration Target.
Right of. First Refusal - Should any deleted position be reopened within two (2) years of its deletion the regular staff member who last occupied the position shall have the right of first refusal, provided the staff member is currently employed by the University or is eligible for recall.