right of first refusal clause sample

RIGHT OF FIRST REFUSAL. A public market shall be deemed to exist if (i)such stock is listed on a national securities exchange (as that term is used in the Exchange Act) or (ii)such stock is traded on the over-the-counter market and prices therefor are published daily on business days in a recognized financial journal or the Canadian Securities Exchange. This means that instead of calling a babysitter when a In addition, notwithstanding anything to the contrary contained in this Section11 or the Plan, the transfer of any or all of the shares during the Participants lifetime or on the Participants death by will or intestacy to Participants Immediate Family or a trust for the benefit of Participants Immediate Family shall be exempt from the provisions of this Section11. When the owner of property decides to sell their property, a right of first refusal becomes an option since the holder is not obligated to exercise the Right. However, the extent of the right, and when it is triggered, depends on the language of the contract. G. Termination of Right of First Refusal. The Company may assign any of its rights and obligations under this Agreement, including but not limited to its right to repurchase Shares under the Right of First Refusal. Lehi, Utah 84043 (g) Assignment of the Right of First Refusal. B. The Shares also shall be subject to whatever right of first refusal and other limitations that may exist in the Bylaws or other organizational documents of the Company. At any time within 30 days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to reject the proposed transfer, in full or in part, or elect to purchase any or all of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the Transfer Purchase Price, provided that if the Transfer Purchase Price consists of no legal consideration (as, for example, in the case of a transfer by gift), the purchase price will be the fair market value of the Shares as determined in good faith by the Company. If the Company fails to exercise such Right of First Refusal, the Participant may conclude a transfer to the Proposed Transferee of the Exercise Shares on the terms and conditions described in the Transfer Notice, provided such transfer occurs not later than three (3)months following expiration of the forty-five (45)day Right of First Refusal period provided in Section5(c). The other provisions of this Option Agreement notwithstanding, the Right of First Refusal shall terminate and be of no further force and effect upon (a)the occurrence of a Change in Control, unless the Acquiror assumes the Companys rights and obligations under the Option or substitutes a substantially equivalent option for the Acquirors stock for the Option, or (b)the existence of a public market for the class of shares subject to the Right of First Refusal. In the event the Employer permanently closes a store (i.e., no Replacement Store is opened), it is agreed that the Union shall have the first right of refusal to purchase the store and operate it as an enterprise of the Union or some kind of (d) Termination of Right of First Refusal. The Board of Directors may freely assign the Companys Right of First Refusal, in whole or in part. 10. For purposes of the foregoing, cancellation of any indebtedness of the Participant to any Participating Company shall be treated as payment to the Participant in cash to the extent of the unpaid principal and any accrued interest canceled. If the Holder would like to sell or transfer any Shares, the Holder must provide the Company or its assignee(s) with a Notice (as defined below) requesting approval to sell or transfer the Shares and offering the Company or its assignee(s) a Right of First Refusal on the same terms and conditions set forth in this Section3(a). Right of first refusal in real estate allows interested parties the first chance to purchase a property. (e)Failure to Exercise Right of First Refusal. Exclude Keywords. WebWaiver of Right of First Refusal.Pursuant to Section 5.1 of the Rights Agreement, the undersigned Investors, representing the Holders (as defined in the Rights Agreement) +61 2 8310 4319, 8th Floor South The Companys exercise or failure to exercise the Right of First Refusal with respect to any proposed transfer described in a Transfer Notice shall not affect the Companys right to exercise the Right of First Refusal with respect to any proposed transfer described in any other Transfer Notice, whether or not such other Transfer Notice is issued by the Participant or issued by a person other than the Participant with respect to a proposed transfer to the same Proposed Transferee. Shares of Common Stock that you acquire upon exercise of your option are subject to any right of first refusal that may be described in the Companys bylaws in effect at such time the Company elects to exercise its right; provided, however, that if there is no right of first refusal described in the Companys bylaws at such time, the right of first refusal described below will apply. The Company may either (1)exercise its Right of First Refusal in full or in part and purchase such Shares pursuant to this Section3(a), (2)decline to exercise its Right of First Refusal in full or in part and permit the transfer of such Shares to the Proposed Transferee (as defined below) in full or in part or (3)decline to exercise its Right of First Refusal in full or in part and, to the extent the Companys approval is required by the Plan or any applicable Bylaw Provisions, decline the request to sell or transfer the Shares in full or in part. (c) Additional or Exchanged Securities and Property. To the extent that the aggregate number of shares that the Eligible Investors desire to purchase exceeds the Remaining Shares, each Eligible Investor will be entitled to purchase a fraction of the Remaining Shares, the numerator of which shall be the number of shares of Common Stock (assuming conversion of all securities then outstanding that are convertible into Common Stock) owned by such Eligible Investor on the date of the Transfer Notice and the denominator of which shall be the number of shares of Stock held by all Eligible Investors exercising their Right of First Refusal. WebFirst Right of Refusal. Except as expressly provided in this Section5(n) or in the Stock Award Agreement, such right of first refusal will otherwise comply with any applicable provisions of the bylaws of the Company. Except as provided in Section9.7, in the event the Participant, the Participants legal representative, or other holder of shares acquired upon settlement of the Award proposes to sell, exchange, transfer, pledge, or otherwise dispose of any such shares (the Transfer Shares) to any person or entity, including, without limitation, any stockholder of a Participating Company, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section (the Right of First Refusal). The Board of Directors may freely assign the Companys Right of First Refusal, in whole or in part. (d)Termination of Right of First Refusal. (ii) Exercise of Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section7. A tenant may agree to pay a higher rent or make other concessions in exchange for the right of 4. Termination of Right of First Refusal. 6.2 Encumbrance on Shares. Suite 300 Subject to the terms and conditions of this Agreement, Purchaser will have all of the rights to the Shares from and after the date that Purchaser delivers payment of the Purchase Price until such time as Purchaser disposes of the Shares or the Company and/or its assignee(s) exercise(s) the Right of First Refusal. Download Equine Bill of Sale Template 8ws.org A 11.9 Early Termination of Right of First Refusal. In the event of a merger or consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Companys outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section10 shall immediately be subject to the Right of First Refusal. That is not, legally, right of first refusal, but nice try (and probably better for your pants). The Company shall have the right to purchase all, but not less than all, of the Exercise Shares at the purchase price and on the terms set forth in the Transfer Notice by delivery to the Participant of a notice of exercise of the Right of First Refusal within thirty (30)days after the date the Transfer Notice is delivered to the Company. (g) Assignment of Right of First Refusal. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Companys rights and obligations under this Section8. (g)Assignment of Right of First Refusal. WebThe right of first refusal applies to sales as well as rentals. If the Company exercises the Right of First Refusal, the Company and the Participant shall thereupon consummate the sale of the Transfer Shares to the Company on the terms set forth in the Transfer Notice within sixty (60)days after the date the Transfer Notice is delivered to the Company (unless a longer period is offered by the Proposed Transferee); provided, however, that in the event the Transfer Notice provides for the payment for the Transfer Shares other than in cash, the Company shall have the option of paying for the Transfer Shares by the present value cash equivalent of the consideration described in the Transfer Notice as reasonably determined by the Company. For a period of twenty (20) days (the Initial Exercise Period) after the date on which the Transfer Notice is delivered to the Company, the Company shall have the right to purchase all or any part of the Offered Shares on the terms and conditions set forth in this Section 6.11(ii). In case more than one Offered Shareholder timely exercise the Right of First Refusal, the Offered Shares shall be sold, free and clear of any Liens, to the Offered Shareholders exercising the Right of First Refusal proportionally to their respective interests in the share capital of the Company, excluding the interests held by the Offering Shareholder and by those Offered Shareholders who have not exercised the Right of First Refusal. WebPermitted Sales Subject to Right of First Refusal Sample Clauses. The Tag Along Right provided in this CHAPTER V shall only benefit and be exercisable by Ita in case of a Transfer of the Companys Control. The Company shall have the right to demand further assurances from the Participant and the Proposed Transferee (in a form satisfactory to the Company) that the transfer of the Transfer Shares was actually carried out on the terms and conditions described in the Transfer Notice. 11.7Transfers Not Subject to Right of First Refusal. Jurisdiction. The right of first refusal can be used to sweeten the deal when A. 02/04/2021 (Apex Technology Acquisition Corp). Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Transferred Shares subject to this Section3. Clause: Permitted Sales Subject to Right of First Refusal. First Refusal. A sample of the right of first refusal clauses The ROFR provision can typically be found in the term sheet, stock purchase agreement, company's bylaws, or other A right of first refusal is essentially a dormant option. However, you can insert these clauses from this template into another contract, if you are simply looking for a well-drafted WebRight of first refusal or ROFR is driven by the asset seller and favors the right holder/buyer. The asset seller in this case must offer the best deal first to The rights contained in this Section1.3 shall be personal to the Original Tenant and any Permitted Transferee Assignee, and may only be exercised by the Original Tenant and such Permitted Transferee Assignee (and not any other assignee, sublessee or other transferee of the Original Tenants interest in this Lease) if the Original Tenant or such Permitted Transferee Assignee occupies the entire Premises as of the date of the attempted exercise of the right of first refusal by Tenant. The Right of First Refusal shall not apply to any transfer or exchange that would otherwise be subject to the Right of First Refusal if such transfer or exchange is in connection with an Ownership Change Event. Reading Bridge House Contract Type. 3.6Exclusion from Right of First Refusal. To the extent that the Company elects not to purchase all of the Offered Stock, such remaining stock shall be allocated to the Eligible Investors (the Remaining Shares). You politely decline an invitation to have that second helping of banana pudding. Therefore, even in this case, XP Controle (as the Offering Shareholder) shall deliver to Ita the Notice of Right of First Refusal (even if Ita is not entitled to exercise the Right of First Refusal), under the terms of Clause 4.1, to guarantee to Ita the possibility to deliver its Notice of Tag Along, as provided in Clause 5.2. Simply put, the ROFR gives the holder of the right the option to enter into a transaction before anyone else. At any time within thirty (30) days after the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all (or, with the consent of the Holder, less than all) the Offered Shares proposed to be transferred to any one or more of the Proposed Transferees named in the Notice, at the purchase price determined in accordance with Section 5.3 below. (c) Additional or Exchanged Securities and Property. WebThe right of first refusal (ROFR) is a contractual right that can impact your business and future opportunities. 9.4 Exercise of Right of First Refusal. 12. The Company shall have the right to purchase all, and not less than all, of the Acquired Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted under Subsection (b)below) by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. 11.4 Exercise of Right of First Refusal. (b) Companys Right of First Refusal. If the Company fails to exercise the Right of First Refusal in full (or to such lesser extent as the Company and the Participant otherwise agree) within the period specified in Section 11.4 above, the Participant may conclude a transfer to the Proposed Transferee of the Transfer Shares on the terms and conditions described in the Transfer Notice, provided such transfer occurs not later than ninety (90) days following delivery to the Company of the Transfer Notice or, if applicable, following the end of the period described in the last sentence of Section 11.4. (b) Transfer Restrictions; Right of First Refusal. Except as otherwise provided in this Section5(o) or in the applicable Stock Award Agreement, a right of first refusal will comply with the Companys bylaws. Remove Advertising. Before any Shares held by Participant or any transferee of Participant (either being sometimes referred to herein as the Holder) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company shall have the right to approve such transfer, in its sole and absolute discretion. Exercise of Right of First Refusal. The Company shall have the right to demand further assurances from the Participant and the Proposed Transferee (in a form satisfactory to the Company) that the transfer of the Transfer Shares was actually carried out on the terms and conditions described in the Transfer Notice. In the event of a merger or consolidation of the Company, a sale of all or substantially all of the Companys stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Companys outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 7 shall immediately be subject to the Right of First Refusal. The other provisions of this Option Agreement notwithstanding, the Right of First Refusal shall terminate and be of no further force and effect upon (a)the occurrence of a Change in Control, unless the Acquiror assumes the Companys rights and obligations under the Option or substitutes a substantially equivalent option for the Acquirors stock for the Option, or (b)the existence of a public market for the class of shares subject to the Right of First Refusal. (c) Additional or Exchanged Securities and Property. B. The Board of Directors may freely assign the Companys Right of First Refusal, in whole or in part. A right of first refusal requires the proprietor of a property to offer the property to the right holder on similar terms as those presented by that outsider before the proprietor can sell the property to an outsider. The Right of First Refusal will terminate as to all Shares: (i)on the effective date of the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act (other than a registration statement relating solely to the issuance of Common Stock pursuant to a business combination or an employee incentive or benefit plan); (ii) on any transfer or conversion of Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations if the common stock of the surviving corporation or any direct or indirect parent corporation thereof is registered under the Exchange Act; or (iii)on any transfer or conversion of Shares made pursuant to a statutory conversion of the Company into another form of legal entity if the common equity (or comparable equity security) of entity resulting from such conversion is registered under the Exchange Act. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 7. Any other provision of this Section2 notwithstanding, in the event that the Stock is readily tradable on an established securities market when the Purchaser desires to transfer Purchased Shares, the Company shall have no Right of First Refusal, and the Purchaser shall have no obligation to comply with the procedures prescribed by Subsections(a) and (b) above. The Major Shareholders shall have a secondary refusal right to purchase all or any portion of the shares proposed to be transferred not already purchased by the Company pursuant to their foregoing right of first refusal. In real estate, right of first refusal is a provision written into a lease or other agreement. Remove Advertising. It also provides a valuable negotiating tool. Immediate Family as used in this Agreement shall mean lineal descendant or antecedent, spouse (or spouses antecedents), father, mother, brother or sister (or their descendants), stepchild (or their antecedents or descendants), aunt or uncle (or their antecedents or descendants), brother-in-law or sister-in-law (or their antecedents or descendants) and shall include adoptive relationships. A public market shall be deemed to exist if (i)such stock is listed on a national securities exchange (as that term is used in the Exchange Act) or on a securities exchange or other established trading market in the Republic of Korea or (ii)such stock is traded on the over-the-counter market in the United States or the Republic of Korea and prices therefor are published daily on business days in a recognized source. (866) 638-3627, Level 11, 1 Margaret Street (f) Transfers Not Subject to the Right of First Refusal. A higher rent or make other concessions in exchange for the Right of Refusal... 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