Right of Last Look Sample Clauses

The Right of Last Look clause grants a party, typically a liquidity provider or counterparty, the ability to review and potentially reject a trade request before final execution. In practice, this means that after a client submits a trade order, the liquidity provider can assess the order against current market conditions and decide whether to accept or decline it, often within a very short time window. This mechanism helps the provider manage risk from sudden market movements or latency issues, ensuring they are not forced to honor trades that could result in significant losses due to price changes occurring between the order submission and execution.
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Right of Last Look. If (i) WM fails to make a First Offer during the First Offer Period, (ii) the Supplied Party rejects the First Offer or (iii) the First Offer Acceptance Period expires without the Supplied Party’s acceptance of the First Offer as set forth in Section 3.1(b), the Supplied Party shall be entitled to approach and negotiate with third parties for supply of the amounts of Feedstock Waste to satisfy the Feedstock Requirements. If the Supplied Party receives a bona fide written offer from a third party for the supply of the Feedstock Waste (a “Third Party Offer”) which it deems acceptable, the Supplied Party shall promptly submit evidence to WM of such Third Party Offer, and WM shall have 10 days from receipt thereof (the “Third Party Offer Notice Period”) to give notice to the Supplied Party of whether it shall match the Third Party Offer and supply to the Supplied Party the Feedstock Waste on the terms and conditions as set forth in the Third Party Offer. If WM gives notice that it shall match the Third Party Offer, then WM and the Third Party shall proceed with the execution and delivery of a supply agreement in accordance with Section 5. If WM gives notice to the Supplied Party that it declines to match the Third Party Offer, or WM fails to timely respond to the Third Party Offer within the Third Party Offer Notice Period, the Supplied Party may proceed with the execution and delivery of an agreement to purchase Feedstock Waste from the third party supplier in accordance with the terms of the Third Party Offer, subject to the Minimum Feedstock Waste Pricing Terms set forth in Section 3.3; provided that such agreement must be executed and delivered within 30 days after the expiration of all applicable periods set forth above (the “Third Party Offer Acceptance Period”). If the Supplied Party does not execute and deliver an agreement with such third party prior to the expiration of the Third Party Offer Acceptance Period, then the Supplied Party may not enter into any agreement for, or solicit or negotiate offers for, the supply of Feedstock Waste from any third party without complying again in full with the provisions of Section 3, including, without limitation, the delivery of a new First Offer Notice to WM with respect to the proposed supply of Feedstock Waste.
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Right of Last Look. If during the Term the Seller intends to sell receivables having the same characteristics as Eligible Receivables in excess of the commitments described in Section 2.2 and Section 2.6, the Purchaser shall have the right to match the terms of such sale offered by any third party investor and purchase such receivables (or any portion thereof) upon such terms. The Seller shall provide written notice to the Purchaser of any such terms, and the Purchaser may exercise such right accepting such terms within five (5) Business Days of its receipt of the Seller’s notice.
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Right of Last Look. (a) The provisions of this Section 3.06 shall survive the IPO. (b) Following the end of the Restricted Period, except as provided for in Section 3.03(b), a Prospective Seller shall not consummate any Sale of Securities to a Third Party without offering in writing at least ten (10) Business Days prior to the consummation of the Sale of Securities, the Other Shareholder the right to acquire the Offered Securities for the purchase price set forth in this Section 3.06 and otherwise on the terms and conditions offered by the Third Party (the “Last Look Notice”). The Last Look Notice shall contain (i) the name and address of the Third Party and any Person who controls such Third Party, (ii) the proposed amount and form of consideration to be delivered by the Third Party in the transaction and a calculation of the purchase price applicable to the Other Shareholder, (iii) the material terms of such transaction, and (iv) the proposed closing date. The Other Shareholder shall have five (5) Business Days to notify the Prospective Seller of its intentions to purchase the Securities on the terms and conditions set forth above (the “Last Look Acceptance Notice”); (c) To the extent that the Other Shareholder elects not to exercise its purchase right under this Section 3.06 or does not timely deliver a Last Look Acceptance Notice, the Prospective Seller shall be permitted to consummate its transaction with the Third Party not later than five (5) Business Days after the expiration of the period of time for the Other Shareholder to deliver the Last Look Acceptance Notice. Alternatively, if the Other Shareholder timely delivers the Last Look Acceptance Notice, the Other Shareholder must consummate the acquisition of Securities on or before the proposed closing date identified in the Last Look Notice.
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Right of Last Look. (a) During the Look Period, if the Company determines to pursue a proposal or offer from a Third Party to effect an Acquisition Transaction (a “Third Party Offer”), the Company shall first notify the Investor in writing as promptly as practicable after having made such determination (which notice shall specify the material terms and conditions thereof and the identity of such Third Party (including material amendments or proposed material amendments)) (the “Determination Notice”). The Investor shall then have five Business Days (the “Counteroffer Period”) following the date that such Determination Notice is received by the Investor to notify the Company in writing if it wishes to make an offer for an Acquisition Transaction in lieu of such Third Party Offer, which notice shall include the form and amount of consideration and the structure of the Acquisition Transaction proposed by the Investor (the “Investor Proposal”). After the expiration of the Counteroffer Period, if (i) the Company has not received an Investor Proposal or (ii) the Board has determined, in its good faith judgment (after consultation with a financial advisor of internationally recognized reputation), that such Third Party Offer constitutes a Superior Proposal (as defined below), the Board may furnish information to, and enter into discussions with, the Third Party who has made such Third Party Offer and the Company shall be free thereafter (without liability to the Investor) to enter into a definitive agreement formalizing the Third Party Offer with such Third Party.
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Right of Last Look. LANDLORD hereby grants TENANT a Right of Last Look (as hereinafter described) with respect to the potential sale of the LEASED PROPERTY to a third party. LANDLORD shall be entitled to proceed with the sale of the LEASED PROPERTY and, once LANDLORD receives a firm offer from a potential buyer for the purchase of the LEASED PROPERTY, before LANDLORD proceeds with the sale of the LEASED PROPERTY, LANDLORD shall notify in writing to TENANT the terms and conditions under which LANDLORD intends to conduct the sale of the LEASED PROPERTY; within the term not to exceed ten (10) days after TENANT has received notification and the information relative to the perspective sale, TENANT shall notify LANDLORD of its intention to match the terms and conditions offered by such a third party to LANDLORD and proceed with the purchase of the LEASED PROPERTY. In such case, TENANT shall meet those terms and conditions and pay the purchase price in a term not to exceed fifteen (15) calendar days after the notification of the purchase by a third party. In order to demonstrate TENANT’S intention to match the terms and conditions offered by a third party to LANDLORD for the purchase of the LEASE PROPERTY, together with its notification of its intention to purchase, TENANT shall deliver to LANDLORD the equivalent of ten percent (10%) of the purchase price via a certified or a cashier’s check, the balance of the purchase price to be delivered to LANDLORD in readily available and unencumbered funds at the time of closing. However, if that transaction does not take place for a reason attributable to TENANT, TENANT shall forfeit and forever loose any right with respect to such deposit. This procedure shall vest and be reinstated if the sale of LEASE PROPERTY does not materialize for a reason attributable to LANDLORD.
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Right of Last Look. If Borrower obtains a Construction Loan ------------------ proposal from another source other than FFC, FFC shall have the right to match the other proposed terms." (d) Section 4.02(d) is hereby amended by deleting the word "creditors" in the seventh line thereof and replacing such word with "creditor's". 3. AMENDMENT OF SCHEDULE I, "DEFINITIONS". The parties hereto do hereby agree to amend Schedule I, Definitions, of the Original Agreement as follows: (a) The definition of "Collateral Loan" is hereby amended by adding in the --------------- second line thereof after the word "Borrower", the following phrase: ", each Construction Loan,".
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Related to Right of Last Look

  • Right of Use 8.1 Unless otherwise stated in Appendix 7, the Customer may only use the released material for his own purposes and only to the extent that it is necessary to maintain and further develop the program’s functions as it can be considered guaranteed and assumed in the protected agreement, cf. Appendix 2.

  • RIGHT OF FLIGHT Authority reserves, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the real property owned by Authority, including the Premises, together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used, for navigation of or flight in said airspace, and for the use of said airspace for landing on, taking off from or operating on Airport. Company expressly agrees for itself, its successors and assigns, to restrict the height of structures, objects of natural growth and other obstructions on the Premises to such a height so as to comply with Federal Aviation Regulations, Part 77 and Authority zoning. Company further expressly agrees for itself, its successors and assigns, to prevent any use of the Premises or Common Use Areas that would interfere with or adversely affect the operation or maintenance of Airport, or otherwise constitute an Airport hazard.

  • Right of Co-Sale To the extent the Investors do not exercise their respective Rights of First Refusal (the “Co-Sale Right Holders”) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Notice.

  • Right of Contest Borrower may contest in good faith any claim, demand, levy, or assessment the assertion of which would constitute an Event of Default hereunder. Any such contest is to be prosecuted diligently and in a manner unprejudicial to the County or the rights of the County hereunder.

  • Right of Set-off Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.