Right of Sample Clauses
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Right of. First Refusal with Respect to Sales of Company Securities by any McCaw Entity to Bell Competitors. Notwithstanding anything to the xxxxrary in the Xxxckholders Agreement, with respect to any Transfer by any McCaw Entity (including without limitation ERH) of any of its Companx Securities, or securities of ERH (or any other McCaw Entities that owns, directly or indirectly, more than five xxxxxnt (5%) of the outstanding Company Securities or, if less than five percent (5%), represents its primary asset) ("McCaw Securities"), to a Bell Competitor, Bell shall have, and the XxXaw Entities hereby ixxxxocably grant xx Xell, the rights (the "Coxxxxxtor Right of First Refusal") descrixxx in this Section 8.3.
(a) Any McCaw Entity (the "Selling McCaw Entity") that desires to Xxxnsfer any of its Compaxx Xxcurities or McCaw Securities in compliance with this Section 8.3 musx xxxst receive a bona fide, written offer ("Competitor Offer") from the applicable Bell Competitor for the acquisition of any or all of the Xxxling McCaw Entity's Company Securities or McCaw Securities. Uxxx xeceipt and acceptance of a Compexxxxx Offer that the McCaw Entity intends to accept, the Selling McCaw Entity xxxxl give written notice (the "Competitor XXXX Notice") to Bell stating that the Selling McCaw Entity intends to Trxxxxer Company Securities or MxXxx Securities to a Bell Competitor. The Competitor ROXX Xxtice shall identify the Bell Competitor, specify the type and number of Company Securities or McCaw Securities to be Transferred to the Bell Competitor (the "Competitor ROFR Securities"), specxxx the aggregate and per share price (in cash or other consideration) (the "Competitor Sale Price") that the Bell Competitor has agreed to pay for the Competitor ROFR Xxcurities, and enclose an accurate summary of all other material terms and conditions of the proposed Transfer.
(b) The Competitor ROFR Notice shall constitute the Selling McCaw Entity's binding offer to sell the Competitor ROFR Xxxxrities to Bell on the terms set forth in the Competitor ROFR Notice and this Agreement. Bell shall have 10 business days after delivery of the Cxxxxtitor ROFR Notice (the "Competitor ROFR Exercise Period") to exercise its right to purchase all, but not less than all of, the Competitor ROFR Securities at the Competitor Sale Price and upon the other terms and conditions set forth in the Competitor ROFR Notice by written notice to the Selling McCaw Entity within the Competitor ROFR Exercise Period, xxxxide...
Right of. First Refusal Upon Issuances of New Securities by the -------------------------------------------------------------- Company. The Company hereby grants to each Purchaser the right of first refusal ------- to purchase up to its Pro Rata Share of New Securities which the Company may, from time to time, propose to sell and issue after the date of this Agreement.
(i) In the event the Company proposes to undertake an issuance of New Securities, it shall give each Purchaser written notice of its intention, describing the type of New Securities, the price and the general terms upon which the Company proposes to issue the same. Each Purchaser shall have fifteen (15) days from the date of receipt of any such notice (which fifteen (15) day period shall be specified in the notice) to agree to purchase the Purchaser's Pro Rata Share of such New Securities for the price and upon the general terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased.
(ii) In the event the Purchaser fails to exercise the right of first refusal within such fifteen (15) day period or affirmatively indicates that no such exercise will occur, then the Company shall have ninety (90) days thereafter to close the sale of the New Securities respecting which the Purchaser's option was not exercised, at a price and upon general terms no more favorable to the purchasers thereof than specified in the Company's notice. In the event the Company has not sold the New Securities within such ninety (90) day period, the Company shall not thereafter issue or sell any New Securities, without first offering such securities to the Purchasers in the manner provided above.
(iii) The right of first refusal hereunder is not assignable except (A) by each of such Purchasers to any affiliated partnership or corporation or to a partner or retired partner of such Purchaser or affiliated partnership or corporation or (B) to a transferee who acquires 100,000 or more shares of Common Stock acquired upon conversion of the Preferred (appropriately adjusted for Recapitalizations). Notwithstanding the foregoing, National Broadcasting Company, Inc. ("NBC") shall be entitled to transfer its right of --- first refusal to no more than four (4) affiliates (as such term is defined pursuant to Rule 405 under the Securities Act) of NBC, each of whom is an accredited investor within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and ...
Right of. Lien Executive shall be issued a UCC 1 which shall be recorded by the company in the amount of Nine Hundred Thousand Dollars ($900,000.00) (collectively, the "Severance Payments") for the purpose of security in the event of default under the provisions of this agreement. Upon payment in full of all shares and money Executive shall release said lien.
Right of. Way (ROW) Removal:
Right of. UNIT MEMBERS TO JOIN OR NOT JOIN: Each unit member has the right to form, join and participate in lawful activities of employee organizations and the right to refuse to form, join and participate in employee organizations. AFA and the District will not discriminate against a unit member who exercises these rights.
Right of. First Refusal on Issuance of New Securities by the Company. -------------------------------------------------------------------
Right of. First Refusal - Should any deleted position be reopened within two (2) years of its deletion the regular staff member who last occupied the position shall have the right of first refusal, provided the staff member is currently employed by the University or is eligible for recall.
Right of prepayment and cancellation in relation to a single Lender
(a) If:
(i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (a) of Clause 12.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Borrowers under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased Costs), the Borrowers may, whilst the circumstance giving rise to the requirement or indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and their intention to prepay that Lender's participation in the Loans.
(b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.
(c) On the last day of each Interest Period which ends after the Borrowers have given notice under paragraph (a) above (or, if earlier, the date specified by the Borrowers in that notice), the Borrowers shall prepay that Lender's participation in the Loans,
Right of. First Refusal ----------------------
Right of. First Refusal ----------------------
3.1 Rights of Investor ------------------
(a) Until the first date on which the Investor or any Permitted Transferee (as defined below) owns less than a majority, by voting power, of the outstanding shares of capital stock of the Company (assuming the exercise and conversion of all outstanding options, warrants and convertible securities), the Company shall not issue or sell (i) any shares of its Common Stock, (ii) any other voting equity securities of the Company, including, without limitation, shares of preferred stock, (iii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any voting equity securities of the Company, or (iv) any debt securities convertible into voting capital stock of the Company (collectively, the "Offered Securities"), unless in each such case the Company shall have first complied with this Section 3.1. The Company shall deliver to the Investor a written notice of any proposed or intended issuance or sale of Offered Securities (the "Offer"), which Offer shall (i) identify and describe the Offered Securities, (ii) describe the price and other terms upon which they are to be issued or sold, and the number or amount of the Offered Securities to be issued or sold, (iii) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued or sold and (iv) offer to issue and sell to the Investor a number of the Offered Securities (the "Available Amount") such that, after the issuance and sale of all of the Offered Securities, including the purchase of the Available Amount by the Investor, the Investor would own at least a majority, by voting power, of the outstanding capital stock of the Company (assuming the exercise and conversion of all outstanding options, warrants and convertible securities). The Company shall not be required to offer any Offered Securities to the Investor hereunder if, after the issuance and sale thereof, the Investor (or the Permitted Transferee) would continue to own at least a majority, by voting power, of the outstanding capital stock of the Company (assuming the exercise and conversion of all outstanding options, warrants and convertible securities).
(b) To accept an Offer, in whole or in part, the Investor must deliver a written notice to the Company within 20 days after its receipt of the Offer, setting forth the portion of the Available Amount that the Investor elects to purchase (the "Notice o...