11. 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 agreements. 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. The Right of First Refusal will terminate as to all Shares (a) 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 1933 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) or (b) 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 Securities Exchange Act of 1934, as amended. WebThe right of first refusal (ROFR) is a contractual right that can impact your business and future opportunities. The Companys right of first refusal described below will expire on the first date upon which any security of the Company is listed (or approved for listing) upon notice of issuance on a national securities exchange or quotation system (the Listing Date). WebThe right of first refusal is usually triggered when a third party offers to buy or lease the property owner's asset. 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. In case the Certified Buyer is also a Shareholder, the Offered Shares shall be Transferred to those Offered Shareholders that exercised their Right of First Refusal and to the Certified Buyer proportionally to their respective interests in the total share capital of the Company, excluding the interests held by the other Shareholders. The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section11.9 result in a termination of the Right of First Refusal. WebAny right of first refusal granted shall expire ninety (90) days from the date of the written notice, provided that, during such ninety (90) - day period, the Affiliated Entities have failed to commence discussions with any third party regarding such business opportunity. Build document automations that allow you, your staff, and your clients to auto-populate contract templates. 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. The right of first refusal (Section 2.1) provides that where a shareholder proposes to transfer shares of the Company, the Company shall have a right of first refusal to purchase all or any portion of such shares that such shareholder may propose to transfer at the same price and on the same terms and conditions as those offered to the prospective transferee. (o) Right of First Refusal. If [PARTY B] is not in Default, [PARTY A] shall allow [PARTY B] to make the first offer on additional marketable space within the building as At any time after the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 months immediately following the first 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. A right of first refusal is important because it assures the holder that they will not lose their rights to an asset if others show interest. It allows the buyer and seller to enter into an agreement in which the buyer is given the first chance to purchase a property when it is listed. 7. 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 Section11.4 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 Section11.4. The Transfer Notice shall be signed both by the Founder and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Acquired Shares. WebThe right of first refusal granted herein shall terminate (i)with respect to any particular First Refusal Space upon the failure by Tenant to exercise its right of first refusal with respect 11.9Early Termination of 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. 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 Section3. If in the event any subsequent APH heliport has facilities for multiple quasi-private and/or branded passenger lounges, APH shall not offer any third party use of any such lounge that is substantially similar to BLADE-s lounge in size and configuration on terms more favorable than those offered to BLADE, including rates on landing fees, unless such terms are also offered to BLADE upon reasonable prior notice. B. 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. 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. 4.3 Waiver of Right of First Refusal. 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. Units that you acquire under your Award are subject to any right of first refusal that may be described in the LLC Agreement at such time the Company elects to exercise its right. From the date of the Investors receipt of the ROFR Notice and for a period of thirty (30) days thereafter (which period may be extended by mutual written agreement between the parties hereto) (the Review Period), each Investor shall have a right of first refusal (the M&A ROFR Right) to submit a proposal relating to a Sale of the Company on the same or substantially identical terms as set forth in the ROFR Notice (the Investor Proposal). WebThe right of first refusal creates an incentive for a tenant to take better care of an owners property in the hope of future ownership. Section 3.3 prohibits the transfer of shares to a competitor of the Company. Within five (5) days after the expiration of the Initial Refusal Period, the Seller will give written notice to the Company and each Eligible Investor specifying the number of shares of Offered Stock that was subscribed by the Eligible Investors exercising their Rights of First Refusal (the Confirmation Notice). If the Founder desires to transfer Acquired Shares, the Founder shall give a written Transfer Notice to the Company describing fully the proposed transfer, including the number of Acquired Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal, State or foreign securities laws. It can protect remaining shareholders interests by retaining control over the company structure and composition. The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby. WebNotwithstanding the ----- provisions of Section 4.1, and absent the right to make a transfer of Stock pursuant to Section 4.2, commencing o Notice of Right of First Refusal Sample Clauses The Confirmation Notice shall specify the number of shares to be purchased by the Company and those Eligible Investors who are exercising their Right of First Refusal. Upon the earlier to occur of (a) the expiration of the Initial Exercise Period or (b) the time when Seller has received written confirmation from the Company regarding its exercise of its Right of First Refusal, the Company shall be deemed to have made its election with respect to the Offered Shares. The asset seller in this case must offer the best deal first to Sub-Clauses. WebEXERCISE OF FIRST OPTION: This right of first refusal or first option to purchase may only be exercised by Purchaser within ten (10) days from notification by Seller that Seller (b) M&A Right of First Refusal. Tenant shall not have the right to lease any First Refusal Space pursuant to the terms of this Section1.3 in the event that less than two (2)years remains prior to the Lease Expiration Date; provided, however, to the extent Tenant then has an unexpired Lease Term renewal option pursuant to Section2.2 of this Lease, Tenant shall have the right to irrevocably exercise such renewal option simultaneously with Tenants exercise of its first refusal right hereunder in order to cause the Lease Expiration Date to occur more than two (2)years following the First Refusal Commencement Date. In the event that the Founder proposes to sell, pledge or otherwise transfer to a third party any Acquired Shares, or any interest in Acquired Shares, the Company shall have the Right of First Refusal with respect to all (and not less than all) of such Acquired Shares. (e)Failure to Exercise Right of First Refusal. In the event that the Optionee proposes to sell, pledge or otherwise transfer to a third party any Shares acquired under this Agreement, or any interest in The Company may exercise such purchase option and purchase all or any portion of the Offered Shares by notifying the Selling Common Holder in writing before expiration of such [***] period as to the number of such shares that it wishes to purchase. 3.6Exclusion from Right of First Refusal. WebNotwithstanding the ----- provisions of Section 4.1, and absent the right to make a transfer of Stock pursuant to Section 4.2, commencing o Notice of Right of First Refusal Sample Clauses WebPermitted Sales Subject to Right of First Refusal Sample Clauses. Exercise of Right of First Refusal. 10.7. (g) Assignment of Right of First Refusal. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section11.9 result in a termination of the Right of First Refusal. Subject to the rights of existing tenants, Tenant shall have a one (1)time right of first refusal on available space on the 12th or 14th floor of the Building as more particularly set out on Addendum Two attached hereto. No Transfer Shares shall be transferred on the books of the Company until the Company has received such assurances, if so demanded, and has approved the proposed transfer as bona fide. +52 55 5985 3005, Brazil Afterpattern will live on as PatternBuilder, a part of NetDocuments. Before the property owner accepts this offer, the property holder The right of first refusal can be used to sweeten the deal when 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. What is Right of First Refusal in a Custody Agreement? Download Equine Bill of Sale Template 8ws.org The Company shall have an option for a period of [***] from Delivery of the Transfer Notice to elect to purchase the Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice. (b) Transfer Restrictions; Right of First Refusal. The Right of first refusal clause provides certain specific rights to the shareholder under which an investor can purchase additional shares in a company before the same is offered to any new purchaser. Upon an exercise of the Right of First Refusal, Purchaser will have no further rights as a holder of the Shares so purchased upon such exercise, except the right to receive payment for the Shares so purchased in accordance with the provisions of this Agreement, and Purchaser will promptly surrender the stock certificate(s) evidencing the Shares so purchased to the Company for transfer or cancellation. 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 Section7 with respect to such whole or partial assigned Right of First Refusal. (d) Termination of Right of First Refusal. (d) Termination of Right of First Refusal. A tenant may agree to pay a higher rent or make other concessions in exchange for the right of 11.8Assignment of Right of First Refusal. Right of first refusal. WebHow much does a right of first refusal cost? 100% Satisfaction Guarantee "I ordered some Real Estate forms online and as a result of my error, I placed the order twice. 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 Company's 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 8 shall immediately be subject to the Right of First Refusal. The right of first refusal granted herein shall terminate (i)with respect to any particular First Refusal Space upon the failure by Tenant to exercise its right of first refusal with respect to the First Refusal Space so offered by Landlord pursuant to the terms of this Section1.3. If the Holder would like to transfer any Shares, the Holder must provide the Company or its assignee(s) with a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 3(b) (the Right of First Refusal), which the Company may either (1) exercise its Right of First Refusal and purchase the Shares as forth in this Section 3(b), (2) decline to exercise its Right of First Refusal and permit the transfer of the Shares to the Proposed Transferee (as defined below), or (3) decline to exercise its Right of First Refusal and reject any transfer of the Shares. WebGeneral Contract Clauses: Right of First Refusal. I've found it very easy to use. The Board of Directors may freely assign the Companys Right of First Refusal, in whole or in part. Webform a quadratic equation whose roots are 3 and 4 3500 lb torsion trailer axle with electric brakes; snake knot with two loops htb dante walkthrough; 581 area code ny times wordle; thailand sexy girls pictures porn 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. 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. Sub-Clauses. WebThe Legal Zebra template is a stand-alone Agreement with clauses dealing solely with a first right of refusal. Any person who accepts an assignment of the Right of First Refusal from the Company shall be entitled to and assume all of the Companys rights and obligations under this Section7. (d) Termination of Right of First Refusal. It also provides a valuable negotiating tool. Any assignment of rights and obligations by any other party to this Agreement requires the Companys prior written consent. Include Keywords. Suite 300 Filter & Search. RIGHT OF FIRST REFUSAL. G. Termination of 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 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. Introduction A right of first refusal (ROFR) is a preemptive right to purchase specific real property at some future time upon defined terms and conditions. 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. 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. 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 8. Except as expressly provided in this Section5(n)or in the Option Agreement, such right of first refusal will otherwise comply with any applicable provisions of the LLC Agreement. What is a right of first refusal clause? A right of first refusal is essentially a dormant option. WebNotwithstanding the ----- provisions of Section 4.1, and absent the right to make a transfer of Stock pursuant to Section 4.2, commencing o Notice of Right of First Refusal Sample Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Participant, shall again be subject to the Right of First Refusal and shall require compliance by the Participant with the procedure described in this Section10. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section11.9 result in a termination of the Right of First Refusal. A ROFR provides non-selling shareholders with the right to accept or refuse an offer by a selling shareholder after the selling shareholder has solicited an offer for their shares from a third-party buyer. WebSample Clauses. WebRight of First Offer. Remove Advertising. Nor shall the Right of First Refusal apply to any transfer of the shares acquired upon exercise of the Option if the Participant is a party to, and such transfer is subject to the right of first refusal provisions of, the Third Amended and Restated Stockholders Agreement, dated as of April6, 2018 (as heretofore and hereafter amended, the Stockholders Agreement), by and among the Company and the Holders (as defined in the Stockholders Agreement). 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. Gold Award 2006-2018 BEST Legal Forms Company 11 Year Winner in all Categories: Forms, Features, Customer Service and Ease of Use. 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. 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. Any other provision of this Section8 notwithstanding, in the event that the Stock is readily tradable on an established securities market when the Optionee desires to transfer Shares, the Company shall have no Right of First Refusal, and the Optionee shall have no obligation to comply with the procedures prescribed by Subsections(a) and (b)above. 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. George Street 11.5 Failure to Exercise Right of First Refusal. 12/14/2020 (Stable Road Acquisition Corp.). 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. A Standard Clause that can be included in a will or trust instrument to grant a testator's or settlor's child or other individual a right of 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. In custody and parenting plan documents, the right of first refusal (sometimes referred to as first right of refusal) requires each parent to give the other parent the option of taking care of a child before they ask anyone else to do it. (c) Additional or Exchanged Securities and Property. The right of co-sale (Section 2.2) provides that where a founder elects to transfer their shares and they are not purchased pursuant to the right of first refusal above (or secondary refusal right, as applicable), each Major Shareholder may elect to exercise its right of co-sale and participate in the proposed share transfer on a pro-rata basis. Remove Advertising. WebParents who include right of first refusal basically want the opportunity to watch the children when the other parent has them. Right of First Refusal. And with any sale or rental, the board has the opportunity to exercise its right of first refusal or to waive that right. 11.9 Early Termination of Right of First Refusal. Exclude Keywords. If the Seller has received written confirmation from the Company regarding its exercise of its Right First Refusal prior to the termination of the Initial Refusal Period, the shares for which the Eligible Investors may exercise their Rights of First Refusal shall be correspondingly reduced. 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. (g) Assignment of Right of First Refusal. Section 3 provides that the right of first (and secondary) refusal shall not apply to certain "exempt" transfers, which include: i) transfers among affiliates; ii) repurchases of shares by the Company; and iii) transfers for bona fide estate planning purposes. (c) Additional or Exchanged Securities and Property. It restricts the inducement of third person in the company and provides additional control to the right holders during share sale. 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. 3. Clause: Permitted Sales Subject to Right of First Refusal. It allows me to work quickly, get something straight from my head and out into the public., 2500 Executive Parkway Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Participant, shall again be subject to the Right of First Refusal and shall require compliance by the Participant with the procedure described in this Section. (d)Termination of Right of First Refusal. 9.2 Exercise of 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 Additional filters are available in search. (g) Assignment of Right of First Refusal. 11.1 Grant of Right of First Refusal. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Participant, also shall be subject to the Right of First Refusal and shall require compliance by the Participant with the procedure described in this Section5. (c) Additional or Exchanged Securities and Property. 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 Section10(d) 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 Section10(d). Filter & Search. 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. 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 Section8 shall immediately be subject to the Right of First Refusal. ( d ) Termination of Right of First Refusal webthe Right of First Refusal the children when other. 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Much does a Right of First Refusal or to waive that Right in part watch the children when other... Board has the opportunity to Exercise Right of First Refusal it can protect remaining shareholders interests by retaining control the! Legal Forms Company 11 Year Winner in all Categories: Forms, Features, Customer Service and Ease Use! ) Additional or Exchanged Securities right of first refusal clause sample Property webthe Right of First Refusal Right!, Brazil Afterpattern will live on as PatternBuilder, a part of NetDocuments Custody Agreement shares to a competitor the! Exercise Right of First Refusal any Assignment of Right of First Refusal 3.3 prohibits the transfer shares...
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