Right of First Negotiation and Right of First Refusal Sample Clauses

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Right of First Negotiation and Right of First Refusal. In the event that Licensor seeks to sell all or part of its assets or any interest in a successor partnership, and seeks to sell a controlling interest in such entity), Licensor shall first negotiate in good faith with MAI for the sale of such assets (or interest) to MAI. If the parties are unable to reach agreement on the terms and conditions of such a sale, Licensor may notify MAI that if any agreement is not reached within ten (10) days of the effective date of such notice, Licensor may enter into negotiations with a third party for the sale of such assets of interest. Prior to entering any agreement to sell all or part of its assets, or any interest in a successor entity, Licensor shall have the right to purchase such assets or interest on substantially the same economic terms and conditions set forth in any bona fide offer made to Licensor. MAI shall have thirty (30) days following the effective date of notice of such offer to elect whether or not to exercise the rights granted herein, and shall have an additional fifteen (15) days within which to complete such transaction. If MAI fails to timely notify Licensor of its intention to purchase, or to timely complete the transaction, Licensor may complete the transaction. If the material economic terms of the transaction are modified following MAI's failure to exercise its rights hereunder, Licensor shall renotice MAI of the transactions and MAI shall have the same time periods within which to exercise the rights granted herein. Any transaction not completed within ninety (90) days after the effective date of MAI's failure to give notice of its intention to complete the transaction shall be deemed to have been abandoned by Licensor.
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Right of First Negotiation and Right of First Refusal. (a) If at any time during the Term, Seller intends to distribute any Alternative Product or HIV Alternative Product for purposes of the Humanitarian Program within the Territory, Seller shall provide a Right of First Negotiation to Parent to manufacture such Alternative Product or HIV Alternative Product by sending a written notice to Parent not less than 18 months before Seller’s intended commencement of such project. During the 3-month period following Parent’s receipt of such written notice, Seller and Parent shall negotiate in good faith regarding Parent’s manufacture of such Alternative Product or HIV Alternative Product (including the terms of a license with respect to any patents owned, held or licensed (with the right to sublicense) held by Seller or its Affiliates which are required for the manufacture of such Alternative Product or HIV Alternative Product, which such license shall be ****); provided, however, that Parent provides reasonable evidence to Seller of its ability to commence manufacturing such Alternative Product or HIV Alternative Product no later than 18 months after receipt of such notice at both a performance level and price comparable to any other potential third-party manufacturer. In the event Parent and Seller reach a definitive agreement for the manufacture of such Alternative Product or HIV Alternative Product , within 6 months of Parent’s receipt of the foregoing notice, Parent shall obtain any license from third parties required to manufacture such Alternative Product or HIV Alternative Product. Seller shall cooperate and assist Parent to obtain any license from any third party required for the manufacture of the Alternative Product or HIV Alternative Product. If Parent and Seller fail to negotiate terms acceptable to both Parties for the manufacture of such Alternative Product or HIV Alternative Product within 3 months after Parent’s receipt of such written notice or Parent’s failure to obtain the third party license within such 6-month period, Seller shall be free to offer the manufacture of such Alternative Product or HIV Alternative Product to any potential third-party manufacturer; provided, however, that solely in the case of an HIV Alternative Product (but not in the case of an Alternative Product), Seller shall promptly pay to Parent the pro rata amount (up to a maximum of $2,500,000) of the net book value of the Line 2 Equipment (based on 5 year depreciation schedule, which such depreciation beginning when the firs...
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Right of First Negotiation and Right of First Refusal. (a) Each of the Borrowers agree that MBL shall have the right of first negotiation with respect to the financing and hedging for the exploration and production of Hydrocarbons within the Area of Mutual Interest by Borrowers, Guarantors or any of their Affiliates. The parties shall have twenty (20) business days from the date of notice to MBL of its intent to seek such financing or hedging to reach a mutually acceptable financing or two (2) business days from the date of notice to MBL of its intent to seek such hedging arrangement. After said periods, this right of first negotiation shall expire. Further, Borrowers hereby grant to MBL a right of first refusal with respect to any additional financing and hedging sought by Borrowers or any of their Affiliates in connection with the exploration and production of Hydrocarbons for properties located within the Area of Mutual Interest. The right of first refusal requires MBL to meet or exceed the financing or hedging terms offered by third parties. In connection with any such financing or hedging sought by Borrowers or any of their respective Affiliates, throughout that each period, Borrowers and each of their Affiliates shall allow MBL access to all relevant geological and engineering information, cost estimates and other information so that MBL can evaluate the proposed project. MBL shall have no obligation to provide funding for any activities unless it expressly agrees to do so in writing. (b) Each of the Borrowers agree that Lender shall have the first right of negotiation with respect to the financing and hedging for the exploration and production of Hydrocarbons by Borrowers or any of their Affiliates outside of the AMI. The parties shall have twenty (20) business days from the date of notice to Lender of its intent to seek such financing or two (2) business days from the date of notice to MBL of its intent to seek such hedging, to reach a mutually acceptable financing or hedging arrangement. After said sixty (60) day period, this right of first negotiation shall expire. Throughout the sixty (60) day period, Lender will have access to all relevant geological and engineering information, cost estimates and other information so that Lender can evaluate the proposed project. Lender shall have no obligation to provide funding for any activities unless it expressly agrees to do so in writing. (c) The obligations of Borrowers under this Section 6.30 shall terminate upon payment in full of the Obligations.
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Right of First Negotiation and Right of First Refusal a. In connection with the Initial Closing, the Company hereby grants Investor an option (the “Option”) for entering into a license agreement to exclusively (even as to the Company) develop, register, and commercialize GB-102 (the “Compound”) solely in the Territories (as defined below) (the “License Agreement”). The term of the Option will commence upon the date of the Initial Closing and continue until the earlier to occur of: (i) 24 months after the Initial Closing and (ii) 60 days after the Company provides a top line data package of the ▇▇-▇▇▇ ▇▇▇▇▇ ▇▇ clinical trial to Investor (the “Option Period”). The Investor may exercise the Option at any time during the Option Period by providing a written notice (the “Option Notice”) to the Company of its decision to exercise the Option together with a non-binding term sheet (the “Term Sheet”) for the License Agreement reflecting the proposed Market Based Terms (as defined below). If the Investor elects to exercise the Option, the Company shall negotiate exclusively with the Investor in good faith regarding the Term Sheet for up to 30 days after the receipt of the Option Notice. Thereafter, the Term Sheet shall be submitted to the board of directors for consideration. If the board of directors of the Company (the “Board”), by a majority vote of the Board excluding a vote from the director appointed by the Investor, approves the Term Sheet agreed by the Parties, then the Parties will thereupon commence negotiation of the License Agreement in good faith consistent with the terms of such approved Term Sheet for a period of 60 days exclusively with the goal of finalizing and executing the License Agreement within such 60-day period (such 30-day Term Sheet negotiation period and such 60-day License Agreement negotiation period, collectively, the “ROFN Period”). At the conclusion of the ROFN Period, the License Agreement shall be submitted to the Board for consideration. If the Board, by a majority vote of the Board excluding a vote from the director appointed by the Investor, approves the License Agreement, then the Parties will execute the License Agreement. If the Investor does not exercise the Option by providing the Option Notice to Company during the Option Period, then Company shall have no further obligation to Investor after the expiration of the Option Period. (A) If the Board does not approve the Term Sheet agreed by the Parties at the end of the 30-day period or if the Board does not accept the License Ag...
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Right of First Negotiation and Right of First Refusal. 17.1 Party A covenants and agrees that, if Party A at any time intends to sell, market for sale or otherwise transfer its interest in the Hangzhou Real Property during the Term of the Lease, Party A shall deliver to Party B a written notice (the "Right of First Negotiation Notice") thereof and shall negotiate in good faith exclusively with Party B for a period of twenty
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Related to Right of First Negotiation and Right of First Refusal

  • Right of First Negotiation If, during the two (2) year period beginning on the First Commercial Sale of a Licensed Product by Proprius, (i) Proprius desires to divest or sublicense all or substantially all of its business relating to the Licensed Products (whether by sale, license or otherwise) to a Third Party, or (ii) a Third Party initiates such discussions with Proprius and Proprius is interested in entertaining such discussions (both (1) and (ii) are collectively referred to as a “Business Opportunity”), then Proprius will promptly notify Prometheus in writing thereof, with such notice containing a reasonably complete summary of reasonably available information necessary to evaluate the Business Opportunity; provided, however, that Proprius shall not be obligated to disclose to Prometheus the identity of any such Third Party, the terms proposed by such Third Party (if confidential) or any other confidential or proprietary information of such Third Party. If Prometheus indicates interest in pursuing the Business Opportunity within [***] business days of Prometheus’ receipt of Proprius’ written notice, the Parties will negotiate in good faith to enter into a definitive agreement. If the Parties are unable to enter into a definitive agreement within [***] days after Proprius’ receipt of Prometheus’ indication of interest, or if Prometheus does not so indicate an interest in pursuing the Business Opportunity within the [***] business day period, Proprius will be free to execute such Business Opportunity with a Third Party provided that Proprius shall not offer the Business Opportunity to a Third Party on terms more favorable then those offered to Prometheus or on terms worth less to Proprius then those offered by Prometheus for the Business Opportunity. In no event shall Proprius be obligated to enter into any such transaction with Prometheus. Notwithstanding anything in this Agreement to the contrary, any Business Opportunity entered into by Proprius with a Third Party will be subject to Prometheus’ rights under this Agreement, including, without limitation, Prometheus’ right to receive the payments set forth in Article 5. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

  • 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.

  • 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.

  • Termination of Right of First Refusal The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

  • 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").