Common use of Right of First Offer and First Refusal Clause in Contracts

Right of First Offer and First Refusal. If, at any time during the Term LICENSEE desires to sell the System to a third party, LICENSEE shall first offer to sell the System to HOST (“First Offer Notice”). HOST shall have sixty (60) calendar days after receipt of the First Offer Notice to submit an offer to LICENSEE to purchase the System. If HOST fails to make an offer within the sixty (60) calendar day period, LICENSEE shall have the right to sell the System to a third party. If, at any time during the Term, LICENSEE receives a bona fide offer from any person or entity other than a parent or subsidiary of LICENSEE to purchase all or any part of the System, which offer LICENSEE would accept, LICENSEE shall, before accepting such offer, (i) send to the DGS and HOST a true copy of the proposed offer; (ii) notify the DGS and HOST the intention of LICENSEE to accept the offer if the System is not purchased by HOST (“First Refusal Notice”), and (iii) offer the System for sale to HOST under the same terms and conditions in the proposed offer. HOST shall have sixty (60) calendar days after receipt of the proposed offer and First Refusal Notice to notify LICENSEE it will purchase the System on the terms and conditions in the proposed offer, subject to obtaining the necessary HOST authorizations. For purposes of this section the sale of the System includes the sale of 50% or more of the stock or ownership interest of any entity that owns, directly or indirectly, the System.‌