Rights of First Purchase Sample Clauses

Rights of First Purchase. Buyer is the owner of the Business. Each of the Inventors, jointly and severally, hereby grants to Buyer, for the term of this Agreement, a first right of purchase for any Invented Products.
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Rights of First Purchase. The rights of an Investor under Section 4 hereof may be assigned only to a party who acquires from an Investor (or an Investor’s permitted assigns) at least that number of shares of Series A, Series A-1, Series B, Series C or Series D Preferred or an equivalent number (on an as-converted basis) of shares of Conversion Stock described in Section 4.2(a) hereof, respectively; provided, however, that the rights of an Investor under Section 4 of this Agreement may be assigned to (i) an affiliate, partner (including, without limitation, a limited partner) or member of such Holder or an entity controlling, controlled by or under common control with such Holder, (ii) in the case of ZCG, any principal, employee or
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Rights of First Purchase. (a) In the event of termination pursuant to Section 15, the terminating Venturer ("Offeror") shall offer in writing to sell its interest in the Venture (the "Offered Interest") to the other Venturer ("Offeree") as hereinafter provided. The written offer to sell shall state the terms and conditions of the proposed sale. (b) Upon receipt of such written notice and offer, the Offeree shall, within a period of ten (10) business days thereafter, give notice in writing to the Offeror of its election to negotiate for the purchase of the Offered Interest. Thereafter, for a period not to exceed 45 days after such notice by the Offeree, the parties shall proceed to negotiate in good faith for the purchase of the Offered Interest. (c) If the Offeree shall have elected not to negotiate, or if the parties shall have been unable to reach agreement within the 45 day period specified in subsection (b) hereof, then if the dispute between the parties relates to valuation, the issue of valuation shall be determined by arbitration in the City of Boston pursuant to the Rules for Commercial Arbitration of the American Arbitration Association. Valuation, as so determined, shall be binding upon the parties for all purposes. If the dispute is other than as to valuation, or if the Offeree declines to purchase based upon the value determined by arbitration, then the Venture shall be liquidated. (d) Nothing herein shall prevent any of the Venturers hereto from selling or otherwise transferring its entire interest, or any portion thereof, in this Agreement, and the Venture to its subsidiaries, affiliates, or parent (including a corporate or individual majority shareholder), provided that such transferee shall expressly assume and agree to be bound by all the terms and conditions of this Agreement. (e) It is hereby expressly agreed that upon any sale, assignment, transfer, mortgage, pledge, lease or other disposition of any Venturer's interest herein, including a judicial or involuntary sale or transfer, or a transfer by operation of law, the purchaser or transferee shall be bound by all of the terms and conditions of this Agreement, and by acceptance of any such transfer shall be deemed to have assumed and agreed to be so bound, and will on request of the Venture execute an instrument in writing to that effect.
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Rights of First Purchase. For the period beginning as of the date of this Agreement and continuing until 11:59 p.m. Central prevailing time on April 30, 2027 (the “Rights Period”): (a) Show Me Ethanol will not offer for transfer, sale, alienation, assignment, or other disposition the Ethanol Plant Property or any portion thereof at any price and upon any term or condition without first offering the Ethanol Plant Property for sale to ▇▇▇-▇▇▇▇▇▇▇ at the price and upon the terms and conditions under which the Ethanol Plant Property will be offered. In such case, Show Me Ethanol shall deliver to ▇▇▇-▇▇▇▇▇▇▇ a written offer to sell marketable fee title to the Ethanol Plant Property at a price and upon such terms as are identical to those on which Show Me Ethanol will offer the Ethanol Plant Property for sale to third parties (the “Purchase Offer Notice to ▇▇▇-▇▇▇▇▇▇▇”). ▇▇▇-▇▇▇▇▇▇▇’▇ right of first purchase may be exercised by giving written notice to Show Me Ethanol, within thirty (30) days of ▇▇▇-▇▇▇▇▇▇▇’▇ receipt of the Purchase Offer Notice to ▇▇▇-▇▇▇▇▇▇▇, that ▇▇▇-▇▇▇▇▇▇▇ intends to purchase the Ethanol Plant Property upon terms identical to those contained in the Purchase Offer Notice to ▇▇▇-▇▇▇▇▇▇▇; and (b) ▇▇▇-▇▇▇▇▇▇▇ will not offer for transfer, sale, alienation, assignment, or other disposition the Grain Elevator Property or any portion thereof at any price and upon any term or condition without first offering the Grain Elevator Property for sale to Show Me Ethanol at the price and upon the terms and conditions under which the Grain Elevator Property will be offered. In such case, ▇▇▇-▇▇▇▇▇▇▇ shall deliver to Show Me Ethanol a written offer to sell marketable fee title to the Grain Elevator Property at a price and upon such terms as are identical to those on which ▇▇▇-▇▇▇▇▇▇▇ will offer the Grain Elevator Property for sale to third parties (the “Purchase Offer Notice to Show Me Ethanol,” and together with the Purchase Offer Notice to ▇▇▇-▇▇▇▇▇▇▇, the “Purchase Offer Notices”). Show Me Ethanol’s right of first purchase may be exercised by giving written notice to ▇▇▇-▇▇▇▇▇▇▇, within thirty (30) days of Show Me Ethanol’s receipt of the Purchase Offer Notice to Show Me Ethanol, that Show Me Ethanol intends to purchase the Grain Elevator Property upon terms identical to those contained in the Purchase Offer Notice to Show Me Ethanol. In the event of either party’s exercise of its right of first purchase, the parties shall proceed to close the sale upon the terms and conditions con...
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Rights of First Purchase. (a) The Company hereby grants to LLCP the right to purchase up to the LLCP Pro Rata Share (as such term is defined below) of any New Securities (as such term is defined below) which the Company may from time to time propose to issue or sell, and the Company shall not issue or sell any New Securities without first complying with the provisions of this Section 4. LLCP’s right to purchase shall be at the same price applicable to the New Securities to be issued or sold. The term “LLCP Pro Rata Share” shall be equal to the percentage of the Common Stock Deemed Owned by LLCP, calculated immediately prior to the issuance of any New Securities.
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Rights of First Purchase 
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Related to Rights of First Purchase

  • Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

  • Rights of First Offer (a) At any time or from time to time prior to a Qualifying Public Equity Offering, in the event that (x) at any time following the first anniversary of the date hereof (provided, however, that, prior to the second anniversary of the date hereof, such Rollover Investor does not in the good faith judgment of the Company jeopardize the "recapitalization" accounting treatment afforded the Company in the Recapitalization Merger), a Rollover Investor desires to Transfer, or (y) at any time following the date hereof, a HIP Co-Investor desires to Transfer, all or part of its Common Stock ("Offered Shares"), other than pursuant to Section 3.02(a), 3.02(d), 4.02 or 4.03 of this Agreement, such Rollover Investor or HIP Co-Investor (individually, an "Investor") shall give prompt written notice (an "Investor's Notice") of its desire to sell the Offered Shares to the Company and Sponsor. The Investor's Notice shall identify (i) the number of Offered Shares and (ii) all other material terms and conditions of the proposed Transfer including the purchase price and the form of the consideration. (b) The Company shall have the right, but not the obligation, to purchase all, but not less than all, the Offered Shares (the "First Option") on the same terms and conditions as set forth in the Investor's Notice, which option shall be exercised by delivering to such Investor irrevocable written notice of its commitment to purchase the Offered Shares within fifteen (15) business days after receipt of the Investor's Notice (the "Company Option Period"). Failure by the Company to give such notice within such fifteen (15) business day period shall be deemed an election by the Company not to purchase the Offered Shares. (c) In the event that the Company decides not to purchase the Offered Shares pursuant to Section 4.01(b), then Sponsor shall have the right, but not the obligation, to purchase all, but not less than all, the Offered Shares (the "Second Option") on the same terms and conditions as set forth in the Investor's Notice, which option shall be exercised by delivering to such Investor irrevocable written notice of its commitment to purchase the Offered Shares within ten (10) business days after the termination of the Company Option Period (the "Sponsor Option Period"); provided that Sponsor may, at its sole option, assign its rights to purchase an Investor's Offered Shares pursuant to this Section 4.01 to another Shareholder or a Permitted Transferee of Sponsor (such person an "Assignee"); provided that if the Assignee is a HIP Co-Investor, each HIP Co-Investor will be able to participate in such assignment on a pro rata basis. Failure by Sponsor or its Assignee to give such notice within such ten (10) business day period shall be deemed an election by Sponsor or its Assignee not to purchase the Offered Shares. (d) Delivery of written notice by the Company, Sponsor or its Assignee accepting the First Option or the Second Option, as the case may be, shall constitute a contract between the Company, Sponsor or its Assignee, on the one hand, and such Investor on the other hand, for the purchase and sale of the Offered Shares on the terms and conditions set forth in the Investor's Notice. The purchase of any shares pursuant to the exercise of the First Option or the Second Option, as the case may be, shall be completed not later than forty-five (45) days following receipt of the Investor's Notice with respect to the Offered Shares, subject to receipt of any required material third-party or governmental approvals, compliance with applicable laws and the absence of any injunction or similar legal order preventing such transaction (collectively, the "Conditions") in which case the purchase of the Offered Shares shall be delayed pending the satisfaction of the Conditions up to an additional thirty (30) days. As a condition to entering into the contract referred to above, the Company, Sponsor and its Assignee will agree to use commercially reasonable efforts to satisfy the Conditions as soon as possible. In the event that neither the First Option nor the Second Option is exercised, the Investor shall have the right for a period of seventy-five (75) days after the termination of the Sponsor Option Period to Transfer (the "Investor Sale") the Offered Shares at a price not less than ninety percent (90%) of the price contained in, and otherwise on terms and conditions no less favorable to such Investor than those set forth in, the Investor's Notice, except that the purchase of the Offered Shares may be delayed up to an additional thirty (30) days pending satisfaction of the Conditions; provided that the Transferee agrees to execute a Joinder Agreement. If the Investor Sale is not consummated pursuant to the terms of the immediately preceding sentence, the Investor will not effect Transfer of any of the Offered Shares without commencing de novo the procedures set forth in this Section 4.01.

  • Fees and Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers, agents or other third parties.

  • Termination and Waiver of Rights of First Refusal The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

  • Right of First Refusal (a) Whenever and as often as the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.