Right of First Purchase Sample Clauses
A right-of-first-purchase clause grants a specified party the first opportunity to buy an asset or property before the owner can offer it to others. In practice, if the owner decides to sell, they must notify the holder of the right, who then has a set period to accept or decline the purchase under predetermined terms. This clause ensures the holder has priority in acquiring the asset, thereby protecting their interests and potentially preventing unwanted third-party ownership.
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Right of First Purchase. Where the Company consists of two or more Members, in the event that a Member's Interest in the Company is or will be sold, due to any reason, the remaining Members will have a right of first purchase of that Member's Interest. The value of that interest in the Company will be the lower of the value set out in the Valuation of Interest section of this Agreement and any third party offer that the Member wishes to accept.
Right of First Purchase. The Shareholder shall not transfer, encumber, or otherwise dispose of (by sale, pledge, gift, devise, or other disposition) any shares of the Corporation's capital stock now or hereafter held of record or beneficially owned by him or her unless the Shareholder shall have complied with the following procedure:
(a) The Shareholder shall give TMMC written notice of his or her intent to dispose of such shares, and such notice shall be deemed to be an offer to sell such shares to a designee of TMMC subject to acceptance and pursuant to the price and terms provided in this paragraph 4. Any such designee of TMMC must be a duly licensed physician in the State of ______.
(b) Any offer made pursuant to this paragraph 4 may be accepted by a designee of TMMC by giving written notice of such acceptance to the Shareholder not later than the ninetieth (90th) calendar day after the offer was given. The designee of TMMC may accept the offer only as to all of the shares offered.
(c) The price of each share offered and purchased pursuant to this paragraph 4 shall be $1.00.
(d) The closing of the shares offered and purchased pursuant to this paragraph 4 shall take place not later than fifteen (15) days after the date for timely acceptance of the offer to sell. A certificate in transferable form for the number of shares offered and purchased shall be delivered against payment of the purchase price thereof.
Right of First Purchase. (a) Subject to the terms and conditions specified in this Section 4.14, the Company hereby grants to the Purchasers a right of first purchase with respect to certain issuances by the Company after the Closing of any Senior Capital Stock (as hereinafter defined) as provided in this Section 4.14.
(b) For purposes of this Section 4, the term "Senior Capital Stock" shall mean shares of any capital stock of the Company having a preference relative to the Class A Common Stock with respect to dividends or upon liquidation, distribution or winding up of the Company, whether now authorized or not, and any rights, options or warrants to purchase such capital stock, and securities of any type that are, or may become, convertible into such capital stock; provided, however, that nothing contained in this Section 4.14 shall be construed as permitting the Company to authorize or issue any Senior Capital Stock in contravention of any of the provisions of this Agreement or the other Transaction Documents, including the Certificates of Designation.
Right of First Purchase. Upon the request by the Partnership, SteepRock shall provide to the Partnership such information regarding the Existing SteepRock Assets as may be reasonably requested by the Partnership, including, copies of any documents evidencing or relating to such Existing SteepRock Assets. If SteepRock proposes to sell or transfer all or any portion of the Existing SteepRock Assets (or provide exclusivity regarding such Existing SteepRock Asset in connection with a potential sale or transfer of such asset) to any Person that is not an Affiliate of SteepRock (provided that any Affiliate to which Existing SteepRock Assets are transferred agrees to be bound by the provisions of this Section 2.03), prior to effecting any such sale or transfer, entering into any agreement for any such sale or transfer or providing any exclusivity regarding such Existing SteepRock Asset, SteepRock shall first offer the Partnership the right to cause SR Mezz to purchase the applicable Existing SteepRock Asset for the price that SteepRock proposes to transfer or sell such Existing SteepRock Asset. If the Partnership and SteepRock reach an agreement on the sale and purchase of such Existing SteepRock Assets, SteepRock and SR Mezz will then be legally obligated to consummate the purchase and sale contemplated by such agreement and shall use its reasonable best efforts to: (i) secure any required governmental authorization; (ii) comply as soon as reasonably practicable with all applicable legal requirements; and (iii) take all such other actions and to execute such additional documents as are reasonably necessary or appropriate to consummate the purchase and sale of such Existing SteepRock Assets as promptly as practicable. To the extent that any Existing SteepRock Asset is purchased by SR Mezz in exchange for Common Units, the unfunded portion of the SteepRock Aggregate Equity Commitment shall be reduced by the amount of the purchase price paid by the Partnership for such Existing SteepRock Asset.
Right of First Purchase. (a) The Company recognizes that Buyer and its Affiliates are currently engaged and may in the future engage in the same or similar activities or lines of business as the Company’s and its Subsidiaries’ business, which activities or lines of business may compete with the Company’s and its Subsidiaries’ business, and that Buyer and its Affiliates will continue in such businesses following the date hereof. Accordingly, subject only to Section 6.02(b) and the provisions of any employment agreement, consulting agreement or other written agreement with the Company, Buyer, its Affiliates, and any agent, representative, officer, director, employee of Buyer or any of its Affiliates, may engage in, or possess an interest in, other business ventures of every nature and description, independently or with others, whether or not such other enterprises shall be in competition with or operating the same or similar businesses as the Company or any of its Subsidiaries, and no such Person shall have any obligation or duty to bring business opportunities to the attention of the Company or any of its Subsidiaries, other than those business opportunities that were offered to or intended to be directed towards the Company or its Subsidiaries or were made aware or available to such Person solely as a result of such Person’s position with, or during the course of the performance of such Person’s duties to, the Company or any of its Subsidiaries.
(b) From the date hereof until the earliest of (i) the first date upon which Buyer and its Affiliates no longer Beneficially Own Voting Securities representing at least 15% of the Total Voting Power, (ii) the date of consummation by Buyer of any 100% Acquisition Proposal permitted under the terms of this Agreement and (iii) any termination of this Agreement pursuant to Section 12.01 (the “First Purchase Period”), Buyer agrees that it will not and will not permit any of its Affiliates to acquire, directly or indirectly, for its own account, solely or jointly with others, control of any Competing Business without first offering to the Company the right to acquire such Competing Business in the manner provided in Section 6.02(c) below.
(c) If, at any time during the First Purchase Period, Buyer desires to acquire control of a Competing Business, it shall deliver a written notice to the Company (the “First Purchase Notice”) identifying the Competing Business and setting forth, to the extent then known by Buyer, the material terms upon which su...
Right of First Purchase. 6.1 The Licensor shall give the Licensee a first right of purchase for the IP Rights, and the associated technology for so long as this License Agreement is in effect, in the event that:
(a) the Licensor, or a majority interest in the Licensor, is sold,
(b) the Licensor intends to sell the IP Rights, and the associated technology or
(c) the Licensor effects any:
(i) merger or consolidation of the Licensor with or into another entity,
(ii) sale of all or substantially all of its assets in one or a series of related transactions,
(iii) tender offer or exchange offer (whether by the Licensor or any or another entity) is completed pursuant to which the Licensor’s shareholders are permitted to tender or exchange their shares for other securities, cash or property,
(iv) reclassification of its shares or any compulsory share exchange pursuant to which the Licensor’s shares are effectively converted into or exchanged for other securities, cash or property , or
(d) the Licensee or the majority interest in the Licensee is being acquired by a company in which the present shareholders of the Licensee are not part of. However, clauses (iii) and (iv) above will only be applicable if the available shares pursuant to the tender offer or exchange offer represent more than the majority of the shares of the Licensor. (collectively, the “ROFP Events”).
6.2 The right of first purchase may be exercised by the Licensee within 30 days following notice of a ROFP Event by notifying the Licensor in writing. The purchase price of the IP Rights and the associated technology shall be the aggregate amount due under Section 5 ..
Right of First Purchase. Each time the Seller or any Partner proposes to transfer, assign or sell all or any part of the ▇▇▇▇ Notes or the ▇▇▇▇ Shares, the Seller or such Partner (an "Offeror") shall first offer such ▇▇▇▇ Notes of ▇▇▇▇ Shares to ▇▇▇▇ in accordance with the following provisions:
13.1. The Offeror shall deliver a written notice (the "Offer Notice") to ▇▇▇▇ stating (i) the Offeror's bona fide intention to transfer such ▇▇▇▇ Notes or ▇▇▇▇ Shares, (ii) the name and address of the proposed transferee if known or otherwise the means of transfer, (iii) the ▇▇▇▇ Notes or ▇▇▇▇ Shares to be transferred and (iv) the purchase price in terms of payment for which the Offeror proposes to transfer such ▇▇▇▇ Notes or ▇▇▇▇ Shares.
13.2. Within seven (7) days after receipt of the Offer Notice, ▇▇▇▇ shall notify the Offeror in writing of its desire to purchase all or any portion of the ▇▇▇▇ Notes or ▇▇▇▇ Shares being so transferred, and within such 7-day period, ▇▇▇▇ shall have the first right to purchase such ▇▇▇▇ Notes or ▇▇▇▇ Shares upon the price and terms of payment designated in the Offer Notice. If the Offer Notice provides for the payment of non-cash consideration, ▇▇▇▇ ▇▇▇ elect to pay the consideration in cash equal to the present fair market value of the non-cash consideration offered. If ▇▇▇▇ elects to exercise its first right to purchase, it shall deliver the purchase price to the Offeror either (1) at the time specified in the Offer Notice or (2) within ninety (90) days after the date of delivery of the Offer Notice, provided the buyer is the same party identified in the Offer Notice, whichever is greater, except that, in the case of any ▇▇▇▇ Shares held by Phemus, the 7-day and 90-day periods referred to above shall instead be 24-hours and 30 days, respectively.
13.3. If ▇▇▇▇ elects not to purchase all of the ▇▇▇▇ Notes or ▇▇▇▇ Shares designated in the Offer Notice, then the Offeror may transfer the ▇▇▇▇ Notes or ▇▇▇▇ Shares with respect to which ▇▇▇▇ has elected not to exercise its right of first refusal in the manner described in the Offer Notice, providing such transfer (i) is completed within the time period specified in Section 13.2, and (ii) is made at the price, on the terms and to the same buyer designated in the Offer Notice. If such ▇▇▇▇ Notes or ▇▇▇▇ Shares are not so transferred, the Offeror must give notice in accordance with this Article 13 prior to any other or subsequent transfer of such ▇▇▇▇ Notes or ▇▇▇▇ Shares.
13.4. The ▇▇▇▇ Notes and ▇▇▇▇ Shares sha...
Right of First Purchase. The Shareholder agrees that he will not sell, give, encumber, pledge or otherwise transfer, assign, or dispose of either voluntarily or involuntarily, or by operation of law (collectively a "Transfer"), all or any part of the Shares which he now owns or may hereafter acquire (except as otherwise permitted or required herein) without the consent of the Corporation.
Right of First Purchase. (1) If a transfer of any Business is contemplated, the Reinsurer or any subsequent transferor, must first offer the Business proposed to be transferred to the Company as follows.
(2) The transferor must give written notice (the “Notice”) to the Company stating the name of the proposed transferee and all the terms and conditions of the proposed transfer and offering to transfer the Business on those terms to the Company. For 90 days following receipt of the Notice (the “Purchase Period”), the Company shall have the right to purchase the Business proposed to be transferred on the same terms and conditions as set forth in the Notice. If at the end of the Purchase Period the Company has not accepted this offer, the Company shall execute a document stating that it consents to the proposed transfer. The proposed transfer must then be completed within 90 days following the expiration of the Purchase Period to the person named in the Notice on substantially the same terms and conditions as set out in the Notice. The Company shall be given a true and correct copy of all closing documents. If the proposed transfer is not completed by the end of the 90th day following the expiration of the Purchase Period, transferor must submit a new written notice to the Company and follow the other rules set forth above, in order to comply with the restrictions in this Paragraph.
(3) Regardless of the failure of the Company to exercise its right to purchase any business under this Article VIII, the restrictions contained in this Paragraph continue to apply to all persons who hold or may hold any interest in this Agreement and to any subsequent transfers of business reinsured hereunder.
Right of First Purchase. The Company hereby grants to the Purchasers ----------------------- the right of first purchase for a number of shares of the same class of New Securities (as defined below) which the Company may, from time to time, propose to sell and issue. Each Purchaser shall be entitled to purchase a number of shares of the class of New Securities sufficient to maintain its Pro Rata Ownership in the Company after taking into account the proposed