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. 6.2 Encumbrance on Shares. 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. First purchase rights are commonly employed in a variety of contractual settings. 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. 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. (a) Transfer Restrictions; Right of First Refusal. Exclude Keywords. The right of first refusal can be used to sweeten the deal when WebRight of first refusal or ROFR is driven by the asset seller and favors the right holder/buyer. 9.5 Failure to Exercise Right of First Refusal. SUCCESSORS AND ASSIGNS. 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. 5.2 Exercise of Right of First Refusal. 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). The Right of First Refusal shall terminate as to any Shares upon the earlier of (i)the first sale of Common Stock of the Company to the general public, or (ii)a Change in Control in which the successor corporation has equity securities that are publicly traded. This Right of First Refusal shall not apply with respect to Offered Stock sold by Eligible Investors under the Right of Co-Sale. 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. WebPermitted Sales Subject to Right of First Refusal Sample Clauses. Section 5 provides a prohibition on the sale of the Company's shares for 180 days following the closing of a going public transaction. RIGHT OF FIRST REFUSAL. 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 Company may assign any of its rights under this Agreement including its rights to purchase Shares under the 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. (d) Termination of Right of First Refusal. WebFirst Right of 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 Reading Bridge House A right of first refusal agreement is popular clause in real estate leases because it gives renters buying preference for properties they occupy. 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 the first refusal lease clause or addendum is a legally-binding document that gives a tenant the first right to purchase a property if it goes up on the (n)Right of First 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. 11.5 Failure to Exercise Right of First Refusal. (e)Failure to Exercise Right of First Refusal. 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. 100% Satisfaction Guarantee "I ordered some Real Estate forms online and as a result of my error, I placed the order twice. 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 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. Additional filters are available in search. WebSample Clauses. Exercise of Right of First Refusal. Sydney NSW 2000 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. 11.1 Grant of Right of First Refusal. (d) Termination of Right of First Refusal. 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. 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 as specified below. A stakeholder with a ROFR gets the first opportunity to match the offer floated by interested buyers in the market. A generic right of first refusal (ROFR) provision that restricts a contracting party from accepting a third-party offer to enter into 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. 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. 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. The Companys right of first refusal 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). (d)Termination of Right of First Refusal. +52 55 5985 3005, Brazil 11.9 Early Termination of Right of First Refusal. (d) Termination of Right of First Refusal. Termination of Right of First Refusal. Section 3.3 prohibits the transfer of shares to a competitor of the Company. 11.5Assignments; Successors and Assigns. Suite 300 B. It can protect remaining shareholders interests by retaining control over the company structure and composition. Purpose of Right of First Refusal Clause A right of first refusal clause is an optional clause in operating agreements and can be tailored to suit the needs of the LLC. 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 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. 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. 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 Section 4). (b) Companys 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. 12/14/2020 (Stable Road Acquisition Corp.). It also provides a valuable negotiating tool. WebPermitted Sales Subject to Right of First Refusal Sample Clauses. 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. 9.1 Grant of Right of First Refusal. The Award Agreement for an Option, Restricted Shares, RSUs or Unrestricted Shares, may include a provision whereby the Company or its designee 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 received upon the exercise of the Award. 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). (c) Additional or Exchanged Securities and Property. (c)Additional or Exchanged Securities and Property. 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. 11.7 Transfers Not Subject to 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. 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. 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. WebRight of first refusal is granted under a contract that needs the buyer or receiver of the horse, under particular terms and conditions provide the seller a chance to own the horse again if or when the buyer wants to leave with the horse. 17. (c) Additional or Exchanged Securities and Property. 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. 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 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. For purposes of the foregoing, cancellation of any indebtedness of the Participant to the Company shall be treated as payment to the Participant in cash to the extent of the unpaid principal and any accrued interest cancelled. What is a right of first refusal clause? 11. This Right of First Refusal and Right of Last Refusal Agreement (this Agreement) is made and entered into as of June 24, 2011 by and between Dell Products L.P., a Texas limited partnership (Dell), and Glasshouse Technologies, Inc., a Delaware corporation (the You politely decline an invitation to have that second helping of banana pudding. 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. 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. Sub-Clauses. 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 (c) Additional or Exchanged Securities and Property. RIGHT OF FIRST REFUSAL. It also provides a valuable negotiating tool. However, these 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). 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. 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. However, you can insert these clauses from this template into another contract, if you are simply looking for a well-drafted Any other provision of this Section 7 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. 2. The Board of Directors may freely assign the Companys Right of First Refusal, in whole or in part. 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. 9.2 Exercise of Right of First Refusal. 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. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Acquired Shares subject to this Section2. With a Right of First Refusal, the holder must wait until the owner decides to sell the property. Right of first refusal. +55 21 4040 4623, How Ice Miller Adopted the Cloud Completely Remote. That is not, legally, right of first refusal, but nice try (and probably better for your pants). 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) Before the property owner accepts this offer, the property holder 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. 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. It allows me to work quickly, get something straight from my head and out into the public., 2500 Executive Parkway The Right of First Refusal shall not apply to any transfer or exchange of the Exercise Shares if: (i)such transfer is in connection with a Change in Control; (ii)such transfer is to one or more members of the Participants immediate family (or a trust for their benefit) provided all such transferees agree in writing to the restrictions of Section5(f); or (iii)such transfer has been expressly approved by the Board, which approval may be granted or withheld in its sole discretion. In order to exercise its right hereunder, the Company must deliver written notice to Seller within the Initial Exercise Period. 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. 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. 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. (ii) Exercise of Right of First Refusal. +44 20 3129 9324, Mexico 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. The provisions of this bylaw may be waived with respect to any transfer either by the corporation upon duly authorized action of the Board of Directors or by its Compensation Committee. The Board of Directors may freely assign the Companys Right of First Refusal, in whole or in part. Except as provided in Section 11.7 and Section 16 below, in the event the Participant, the Participants legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the Transfer Shares ) to any person or entity, including, without limitation, any stockholder of the 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 11 (the Right of First Refusal ). Initial Exercise Period on the sale of the Company may assign any of its rights to purchase shares under Right! +55 21 4040 4623, How Ice Miller Adopted the Cloud Completely Remote Eligible Investors under Right! Owner decides to sell the Property Seller within the Initial Exercise Period purchase! 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