Common use of Right of First Purchase Clause in Contracts

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. 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 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 calculated using the aggregate amount due under Section 5 ..following formula: the purchase price of the IP Rights and the associated technology shall be equal to three (3) times the average annual sales turnover of the Software made by Licensee in the three years preceding the date of exercise of the right of purchase of the IP Rights.