Right of First Option Sample Clauses
The Right of First Option clause grants a party the initial opportunity to accept or refuse a proposed transaction before the offer is made available to others. In practice, this means that if the owner decides to sell, lease, or otherwise transfer an asset, the holder of the right must be given the chance to match the terms or decline before third parties are approached. This clause is commonly used to give existing partners, tenants, or investors a priority position, thereby protecting their interests and ensuring they are not bypassed in favor of outside parties.
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Right of First Option. (a) Except as set forth in Section 10.6, without the consent of both of the General Partners, no Partner may Transfer less than all of its Units and no Partner may Transfer its Units for consideration other than cash. Any Limited Partner (or Limited Partners, if there are Affiliated Limited Partners) and its (or their) Affiliated General Partner desiring to Transfer all of their Units (together, the "Selling Partners") shall give written notice (the "Initial Notice") to the Partnership and the other Partners (the "Offeree Partners") stating that the Selling Partners desire to Transfer their Units and stating the cash purchase price and all other terms on which they are willing to sell (the "Offer Terms"). Delivery of an Initial Notice shall constitute the irrevocable offer of the Selling Partners to sell their Units to the Offeree Partners hereunder.
(b) The Offeree Partners shall have the option, exercisable by delivering written notice (the "Acceptance Notice") of such exercise to the Selling Partners within 45 days of the date of the Initial Notice, to elect to purchase all of the Units of the Selling Partners on the Offer Terms described in the Initial Notice. If all of the Offeree Partners deliver an Acceptance Notice, then all of the Units shall be transferred to the Offeree Partners on a pro rata basis (based on the ratio of the number of Units owned by each Offeree Partner delivering an Acceptance Notice to the number of Units owned by all Offeree Partners delivering an Acceptance Notice or on any other basis that shall be mutually agreed upon between the Offeree Partners delivering an Acceptance Notice). If less than all of the Offeree Partners deliver an Acceptance Notice, the Selling Partners shall give written notice thereof (the "Additional Notice") to the Offeree Partners electing to purchase, and such Offeree Partners shall have the option, exercisable by delivery of an Acceptance Notice of such exercise to the Selling Partners within 15 days of such Additional Notice, to purchase all of the Units, including the Units it had not previously elected to purchase; provided, however, that any election by an Offeree Partner not to purchase all such Units shall be deemed a rescission of such Offeree Partner's original Acceptance Notice and an election not to purchase any of the Units of the Selling Partners. The Acceptance Notice shall set a date for closing the purchase, such date to be not less than 30 nor more than 90 days after delivery of the ...
Right of First Option. 9 2.3 Prohibition on Affiliated Obligor Bankruptcy, Etc ............ 11 2.4
Right of First Option. If CONICET does not decide on a destination for the own and exclusive use of the Area, at the option of INDEAR, the Parties, in good faith, may negotiate the terms of a new agreement that would allow INDEAR to continue using the Area. In any case, CONICET hereby grants INDEAR the right of first offer with respect to any future use and enjoyment of the area against any third party in similar conditions.
Right of First Option. 34 10.3 Inclusion of General or Limited Partner Units ........................... 36 10.4
Right of First Option. (a) The Company hereby grants to each Holder the right of first option to purchase a number of shares (rounded down to the nearest whole share) equal to its pro rata share of New Securities (as defined in Section 4.1(c)) which the Company may, from time to time, propose to sell and issue on or after the date of this Agreement, subject to Sections 4.1(b)-(e). A Holder’s pro rata share, for purposes of this right of first option, is equal to the ratio of (a) the number of shares of Common Stock owned by such Holder immediately prior to the issuance of New Securities (assuming full conversion of the Shares and full conversion or exercise of all outstanding convertible securities, rights, options and warrants held by said Holder) to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares and full conversion or exercise of all outstanding convertible securities, rights, options and warrants). Each Holder (including CL Alaska) shall have a right of over-allotment such that if any Holder fails to exercise its rights hereunder to purchase its full pro rata share of New Securities, the other Holders may purchase such Holder’s unsubscribed portion on a pro rata basis; provided, however, that where a Holder informs the Company during the Election Period that such Holder intends to exercise its rights to purchase its full pro rata share of New Securities, but such Holder (or one or more designees of such Holder as provided in Section 4.1(d)) does not purchase such pro rata share for whatever reason, the Company may determine either (i) not to sell the unpurchased amounts or (ii) to offer unpurchased amounts to the other Holders in accordance with their over-allotment rights.
(b) In addition to the rights granted pursuant to Section 4.1(a) above, the Company hereby grants to CL Alaska, the right of first option to purchase an additional number of New Securities, in each issuance of New Securities after the date of this Agreement, equal to the amount by which the CL Alaska Participation Shares exceeds CL Alaska’s pro rata share as calculated in accordance with Section 4.1(a), subject to Section 4.1(c)-(e); provided, however, that the number of New Securities that CL Alaska shall have the right of first option to purchase in any issuance pursuant to Sections 4.1(a) and (b) shall in no event exceed the amount by which (i) the total number of shares of New Securities issued in su...
Right of First Option. During the Term of this Lease, Tenant will have the right to be offered by Landlord the opportunity to add to the Premises any “RFO Space” (as defined below) that becomes available for lease during the Term. The “
Right of First Option. If, following the closing, HCT or its Affiliates seeks future additional debt, equity, or other financing (the “Future Financing”), HCT or its Affiliates shall notify Sun of such intent in writing (a “Future Financing Notice”) and Sun shall have the first right to negotiate the terms of and/or participate in such Future Financing. If terms for the Future Financing cannot be agreed between HCT and Sun within thirty (30) days of the Future Financing Notice, HCT or its Affiliates shall have the right to negotiate with other investors for the Future Financing; provided, however, that HCT or its Affiliates shall not accept Future Financing from third-party investors if such Future Financing is substantially similar to Future Financing offered by Sun pursuant to the Future Financing Notice. Each new Future Financing offering by HCT or its Affiliates shall be subject to Sun’s first right of participation as above.
Right of First Option. In the event Tenant desires to lease additional laboratory or office space in San Diego, Landlord, or an affiliated entity of Landlord, shall have a right, prior to Tenant receiving offers from other potential landlords, to issue a written offer for space in the Building or other properties owned by Landlord or its affiliates, including space in future
Right of First Option. (a) Except as provided in this Section 5.05, nothing in this Agreement shall limit the right of IFC, at any time, to sell, transfer or otherwise dispose of all or any portion of the IFC Shares that are not then subject to a Put Notice or Call Notice, provided it complies with the conditions set forth in this Article V.
(b) In the event that IFC wishes to sell or otherwise transfer any IFC Shares to any party, it shall first offer to sell such IFC Shares to Pioneer Omega, in accordance with the following provisions:
(i) Any sale or other disposition of any of the IFC Shares, other than according to the terms of this Section 5.05, shall be void and shall transfer no right, title, or interest in or to any of such IFC Shares to the purported transferee.
(ii) The rights of Pioneer Omega under this Section 5.05 shall not apply to any pledge of IFC Shares by IFC which creates a mere security interest, provided that the pledgee provides the Company and Pioneer Omega with a written agreement to be bound hereby to the same extent as the IFC.
(iii) If IFC desires to sell, transfer or otherwise dispose of any of the IFC Shares, or of any interest in the IFC Shares, whether voluntarily or by operation of law, in any transaction other than pursuant to Article II or Article III of this Agreement, IFC shall first deliver written notice of its desire to do so (the "Notice") to the Company and Pioneer Omega. The Notice must specify: (i) the number of IFC Shares proposed to be sold or otherwise disposed of (the "Offered Shares"), (ii) the cash purchase price per Offered Share, (iii) if known, the name and address of any party to which IFC proposes to sell or otherwise dispose of the Offered Shares or an interest in the Offered Shares (the "Offeror"), and (iv) all other material terms and conditions of the proposed transaction.
(iv) Pioneer Omega shall have the first option to purchase all or any part of the Offered Shares for the consideration per share and on the terms and conditions specified in the Notice. Pioneer Omega must exercise such option by delivering written notice to such effect to IFC no later than 45 days after the Notice is deemed under Section 5.07 hereof to have been delivered to Pioneer Omega.
(v) In the event that Pioneer Omega duly exercises its option to purchase all or part of the Offered Shares, the closing of such purchase shall take place at the offices of the Company not later than the date five days after the expiration of such 45-day period.
(vi)...
Right of First Option. (a) (a) The Company hereby grants to each Holder the right of first option to purchase its pro rata share of New Securities (as defined in Section 4.1(c)) which the Company may, from time to time, propose to sell and issue after the date of this Agreement, subject to Sections 4.1(b)-(e). A Holder’s pro rata share, for purposes of this right of first option, is equal to the ratio of (a) the number of shares of Common Stock owned by such Holder immediately prior to the issuance of New Securities (assuming full conversion of the Shares and full conversion or exercise of all outstanding convertible securities, rights, options and warrants held by said Holder) to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares and full conversion or exercise of all outstanding convertible securities, rights, options and warrants). Each Holder (including CL Alaska) shall have a right of over-allotment such that if any Holder fails to exercise its rights hereunder to purchase its pro rata share of New Securities, the other Holders may purchase the non-purchasing Holder’s portion on a pro rata basis.