Right of First Consideration Clause Samples

The Right of First Consideration clause grants a party the initial opportunity to review and potentially accept an offer or proposal before the offering party can present it to others. In practice, this means that if the owner of an asset or opportunity decides to sell, lease, or otherwise transfer it, they must first notify the holder of this right and allow them to consider the terms before seeking other interested parties. This clause helps ensure that the holder is not bypassed in favor of third parties, providing them with a preferential position and reducing the risk of missing out on valuable opportunities.
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Right of First Consideration. With respect to continued research in the Field of Use, Licensee shall consider CSMC as its external research facility of first choice, for research contracts in excess of Twenty Thousand Dollars ($20,000) for research in the Field of Use (excluding therefrom clinical trials in which CSMC could be considered to be an inappropriate choice by reason of its relationships with the Inventor). Licensee shall notify CSMC in each case where Licensee intends to fund such external research in the Field of Use. Such notice shall specify the general criteria upon which Licensee intends to choose the appropriate facility to conduct the proposed research, and CSMC shall promptly provide such information to Licensee as shall be relevant in demonstrating its ability to meet such criteria. Upon the presentation of such information, CSMC and Licensee shall negotiate in good faith the proposed terms of a research agreement, to be consummated within forty-five (45) days after receipt of detailed written notice from Licensee specifying the research to be conducted. The overhead and other terms of any research agreement offered by CSMC to License shall be the standard overhead rate established for commercial sponsored research at CSMC and using CSMC’s standard sponsored research agreement form.
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Right of First Consideration. With respect to continued research in the Field of Use, Prometheus shall consider CSMC and UCLA as its external research facilities of first choice, for research contracts in excess of [***] Dollars ($[***]) for research in the Field of Use, where CSMC or UCLA, as the case may be, is generally considered to have demonstrated expertise in the area of research (excluding therefrom clinical trials in which CSMC or UCLA could be considered to be an inappropriate choice by reason of the relationships of the parties hereto to ▇▇▇▇▇▇ and ▇▇▇▇▇). Prometheus shall notify CSMC and UCLA in each case where Prometheus intends to fund such external research in the Field of Use. Such notice shall specify the general criteria upon which Prometheus intends to choose the appropriate facility to conduct the proposed research, and CSMC or UCLA, as applicable, shall promptly provide such information to Prometheus as shall be relevant in demonstrating its ability to meet such criteria. Upon the presentation of such information, CSMC or UCLA, as the case may require, and Prometheus shall negotiate in good faith the proposed terms of a research contract, to be consummated within forty-five (45) days after receipt of detailed written notice from Prometheus specifying the research to be conducted.
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Right of First Consideration. During the term of this Agreement, Gecko will not use a fuel technology without first offering MCEL the right (the “Fuel Technology Offer”) to provide Gecko with a fuel technology or the equivalent (“MCEL Fuel Technology”) on a non-exclusive basis for the same purposes. The Fuel Technology Offer must be made in good faith, and Gecko shall use its best efforts to use the MCEL Fuel Technology. Gecko agrees that, during the term of this Agreement, it will not use a chemical hydride fuel technology other than MCEL Fuel Technology in any products or services owned, operated, or controlled by Gecko or otherwise compete with the MCEL Fuel Technology without the express, written consent of MCEL. MCEL, at its sole discretion, may waive any or all of the requirements of this paragraph 4.09 in writing.
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Right of First Consideration. A. ROCHESTER grants CONVATEC the right ("First Consideration Right") expiring June 30, 1998, to negotiate in good faith with Rochester a separate agreement relating to CONVATEC's purchase and distribution of ROCHESTER's Nitrofuran Delivery Catheter.
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Right of First Consideration. With respect to continued research in the areas of bioartificial liver devices, bioartificial liver systems and associated technology related to a bioartificial human liver ("BAL Area"), if any, Licensee shall consider CSMC as its external facility of first choice, for research contracts in excess of Twenty-Five Thousand Dollars ($25,000) for research in the BAL Area (excluding therefrom clinical trials in which CSMC would be considered to be an inappropriate choice by reason of its relationships with the Inventors). Licensee shall notify CSMC in writing in each such case where Licensee intends to fund such external research in the BAL Area. Such written notice shall specify the general criteria upon which Licensee intends to choose the appropriate facility to conduct the proposed research, and CSMC shall promptly provide such information to Licensee as shall be relevant in demonstrating its ability to meet such criteria. Upon the presentation of such information, CSMC and Licensee shall negotiate in good faith the proposed terms of a research agreement, to be consummated within forty-five (45) days after receipt by CSMC from Licensee of a detailed written description of the research to be conducted. CSMC acknowledges and agrees that the Shares, royalties, and other obligations of Licensee under this Agreement constitute fair market value for the rights granted to Licensee under this Agreement based on arms'-length negotiations with Licensee and an independent evaluation made by CSMC's outside expert(s).
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Right of First Consideration. If Operator fails to duly exercise its option to lease the Club Lot, within the time allotted under Section 1.3(a) of this Agreement, then Owner may either (x) cause the Hotel Operator to manage and/or operate the Club, as part of the Hotel, on such terms as may be agreed upon by Hotel Operator and Owner, in Owner's sole and absolute discretion, (y) lease the Club Lot to a third party at an annual rent of $1,600,000 and on the other terms (with such immaterial deviations thereto as may be agreed to by Owner) set forth in the Lease Agreement (the "Minimum Lease Terms") or (z) subject to Operator's limited right of first consideration described below (the "First Consideration Right"), lease the Club Lot to a third party for an annual rent of less than $1,600,000 (or otherwise on terms less favorable to Owner than the Minimum Lease Terms), which First Consideration Right shall be subject to and exercisable only in strict accordance with the provisions of this Section 1.3(b).
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Related to Right of First Consideration

  • Company Right of First Refusal (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

  • 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.

  • 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.

  • Right of First Offer So long as (i) there then exists no Default of Tenant, (ii) the initially named Tenant pursuant to Section 1.1 hereof (and any successor of Tenant by merger or any other entity which controls, is controlled by or is under common control with the Tenant set forth in Section 1.1 above) shall occupy the entire Premises, and (iii) this Lease is still in full force and effect, then if Landlord shall desire to lease all or any space within the Building for a period commencing on or after the Commencement Date, Landlord shall so notify Tenant, and shall identify the space available (the "Offered Space") together with the rental rate and other terms and conditions (collectively, the "Terms") under which in good faith it intends to offer such space to third parties and the date on which such Offered Space is expected to be available. Tenant may irrevocable elect to lease the Offered Space on the Terms by giving notice thereof to Landlord within five (5) days after Tenant's receipt of notice from Landlord of the Terms. If Tenant shall have so elected to lease the Offered Space, it shall enter into an amendment to this Lease within ten (10) days after it shall have received the same from Landlord, confirming the lease of such Offered Space to Tenant on the Terms, Tenant acknowledging, however, that the term applicable to such Offered Space may not coincide with the term applicable to the Premises initially demised hereunder. If Tenant shall fail to give notice of its election to lease the Offered Space within the aforesaid 5-day period, then Tenant shall have no further rights under this Section and Landlord shall thereafter be free to lease any or all of such Offered Space or any other space in the Building to a third party or parties from time to time on such terms and conditions as it may deem appropriate, it being agreed that time is of the essence with respect to the exercise of Tenant's rights under this Section. For purposes of the first sentence of this Section, the term "lease" shall not include (a) the leasing of any space then leased to or occupied by, or the extension or renewal of a lease with, any then existing tenant or occupant, (b) the exercise of any expansion option, right of first offer, or right of first refusal by any tenant of the Industrial Center pursuant to a lease in effect prior to the date of this Lease, or (c) the lease of any space to any entity controlling, controlled by or under common control with, or otherwise affiliated with Landlord. The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. LANDLORD: TENANT: KEEP YOUR DAY JOB, LLC ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, a Delaware corporation a Delaware limited liability company Name: By: MANSFIELD LAND LLC Title: a Massachusetts limited liability company Its: Manager By: NDNE REALTY, INC. a Massachusetts corporation Its: Manager By:_____________________________ Name: Its: AMB PROPERTY, L.P. a Delaware limited partnership By: AMB PROPERTY CORPORATION a Maryland corporation By: ________________________ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Its: Vice President Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, CFO ▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Needham, MA 02192 Telephone: ( ) Telephone: ( ) Facsimile: ( ) Facsimile: ( ) Executed at: Executed at: LANDLORD'S REMEDIES IN EVENT OF TENANT DEFAULT ADDENDUM This Remedies Addendum is part of the Lease dated ______________________ by and between KEEP YOUR DAY JOB LLC and ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ for the premises known as ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇.

  • Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.