right of first refusal clause sample

Additional filters are available in search. 10.7. 11.5 Failure to Exercise 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 11.4Exercise of Right of First Refusal. It allows me to work quickly, get something straight from my head and out into the public., 2500 Executive Parkway (d)Termination of Right of First Refusal. 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. Notwithstanding anything contained in this Section to the contrary, the period during which the Company may exercise the Right of First Refusal and consummate the purchase of the Transfer Shares from the Participant shall terminate no sooner than the completion of a period of eight (8)months following the date on which the Participant acquired the Transfer Shares upon exercise of the Option. 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. Section 3.3 prohibits the transfer of shares to a competitor of the Company. (g) Assignment of Right of First Refusal. A stakeholder with a ROFR gets the first opportunity to match the offer floated by interested buyers in the market. Right of first refusal. The Board of Directors may freely assign the Companys Right of First Refusal, in whole or in part. Notwithstanding anything in this Agreement, the Company or each Holder shall, upon receipt of any bona fide written offer from a third party (whether unsolicited or solicited) for a Sale of the Company (the Third Party Offer), promptly first provide to each Investor with written notice of such Third Party Offer (the ROFR Notice). RIGHT OF FIRST REFUSAL. "In Nolo you can trust." With a Right of First Refusal, the holder must wait until the owner decides to sell the property. Filter & Search. 3. Generally, the provision allows the LLC or the other members to purchase all or part of the membership interest that a dissociating member is selling. 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. WebThe right of first refusal applies to sales as well as rentals. 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). George Street (g) Assignment of the Right of First Refusal. +44 20 3129 9324, Mexico The Board of Directors may freely assign the Companys Right of First Refusal, in whole or in part. WebRight of First Refusal is a useful clause for people searching for property offers. The Company shall have the right to assign the Right of First Refusal at any time. 11.1Grant of Right of First Refusal. WebThe Legal Zebra template is a stand-alone Agreement with clauses dealing solely with a first right of refusal. The Company may assign any of its rights under this Agreement including its rights to purchase Shares under the Right of First Refusal. 11.5Failure to Exercise Right of First Refusal. Suite 300 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. To the extent such shareholders do not exercise their right of first refusal, they will have tag along rights that require XP Controle, Ita and/or GA Bermuda, as applicable, to include all the shares held by them in the offered shares to be sold to the Certified Buyer, at the same price per share and under the same terms and conditions. 5.1.1. Table of Contents shareholders party to the Shareholders Agreement, who shall have the right of first refusal. 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. 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). 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. It also provides a valuable negotiating tool. 4. 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. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. (g) Assignment of 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 The foregoing right of first refusal shall terminate upon the date of consummation of the corporations first firm commitment underwritten public offering of its common stock registered under the Securities Act of 1933, as amended. Right of First Refusal. (f) Transfers Not Subject to the Right of First Refusal. 11.7 Transfers Not Subject to Right of First Refusal. Open Search. 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. What is a right of first refusal clause? In such case, the transferee or other recipient shall receive and hold the shares so transferred subject to the provisions of this Section11, and there shall be no further transfer of such shares except in accordance with the terms of this Section11. If the Company exercises the Right of First Refusal, the Company and the Participant shall thereupon consummate the sale of the Exercise Shares to the Company on the terms set forth in the Transfer Notice; provided however, that if the Transfer Notice provides for the payment for the Exercise Shares other than in cash, the Company shall have the option of paying for the Exercise Shares by the discounted cash equivalent of the consideration described in the Transfer Notice as reasonably determined by the Board. RIGHT OF FIRST REFUSAL AND RIGHT OF LAST REFUSAL AGREEMENT . This Right of First Refusal shall not apply with respect to shares sold and to be sold by Eligible Investors pursuant to the Right of Co-Sale (set forth in Section4). Remove Advertising. Australia 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. 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). The Option or SAR may include a provision whereby the Company may elect to exercise a right of first refusal following receipt of notice from the Participant of the intent to transfer all or any part of the shares of Common Stock received upon the exercise of the Option or SAR. 4.3. Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon Optionee and Optionees heirs, executors, administrators, legal representatives, successors and assigns. Download Equine Bill of Sale Template 8ws.org 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. 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 Section8. 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 Section11. WebRight of First Offer. 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. 11.9 Early Termination of Right of First Refusal. Termination of Right of First Refusal. The Right of First Refusal exists to protect condo owners in the building from non arms length transactions at off market prices between friendly parties. 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. 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 Section7 shall immediately be subject to the Right of First Refusal. (c) Additional or Exchanged Securities and Property. (c) Additional or Exchanged Securities and Property. In order to exercise its right hereunder, the Company must deliver written notice to Seller within the Initial Exercise Period. 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. (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 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. WebRight of First Refusal - Sample Contracts and Business Forms Right of First Refusal Popular Free Forms Loan Agreement General Contract for Services Promissory Note Employment Agreement Noncompete Agreement Sponsored Links Right of First Refusal Right of First Refusal and Co-Sale Agreement - HomeAway Inc. (Mar 10, 2011) Lehi, Utah 84043 7. B. 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. You politely decline an invitation to have that second helping of banana pudding. 11.7 Transfers Not Subject to Right of First Refusal. 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. 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 9.2 Exercise of Right of First Refusal. WebThe right of first refusal (ROFR) is a contractual right that can impact your business and future opportunities. Exercise of Right of First Refusal. [PARTY B]'s Right. It can protect remaining shareholders interests by retaining control over the company structure and composition. 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. 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. (d) Failure to Exercise Right of First Refusal. WebRight of First Refusal Clause for Will or Trust. 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. That is not, legally, right of first refusal, but nice try (and probably better for your pants). 6.2 Encumbrance on Shares. At any time within 30 days after receipt of the Holder's notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the proposed transferees, at the purchase price determined in accordance with Section 4.C. 2. 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. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Clause: Permitted Sales Subject to Right of First Refusal. 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