right of first refusal clause sample

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. 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 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 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. 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. 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). It shall also specify the number of shares not purchased, if any, under Sections 3 and 3.2 hereof and list each Participating Investors (as defined in Section 3.3 hereof) share of any Remaining Shares. A right of first refusal agreement is popular clause in real estate leases because it gives renters buying preference for properties they occupy. Offered Shareholders Offers. This Right of First Refusal shall not apply with respect to Offered Stock sold by Eligible Investors under the Right of Co-Sale. (g) Assignment of Right of First Refusal. +61 2 8310 4319, 8th Floor South And with any sale or rental, the board has the opportunity to exercise its right of first refusal or to waive that right. WebPermitted Sales Subject to Right of First Refusal Sample Clauses. 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. It also provides a valuable negotiating tool. (c) Additional or Exchanged Securities and Property. 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. (b) M&A Right of First Refusal. 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. 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. However, you can insert these clauses from this template into another contract, if you are simply looking for a well-drafted B. First purchase rights are commonly employed in a variety of contractual settings. 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. 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 ability 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 any other person with respect to a proposed transfer to the same Proposed Transferee. Term. WebExhibit 10.52 . 4.3. 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 (g) Assignment of Right of First Refusal. 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. 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. 11.5Failure to Exercise Right of First Refusal. WebFirst Right of 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 Section9.4, 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 Section9.4. +44 20 3129 9324, Mexico 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. 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. (a) Transfer Restrictions; Right of First Refusal. 10/11/2019 (Direct Communication Solutions, Inc.). +52 55 5985 3005, Brazil 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. 4.3 Waiver 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. 02/04/2021 (Apex Technology Acquisition Corp). 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. 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. A Shareholders Agreement is a critical legal document. WebThe right of first refusal applies to sales as well as rentals. 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. 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. (g) Assignment 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. 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. Before the property owner accepts this offer, the property holder 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. In the event this Agreement is terminated as a result of the Permit being terminated or revoked and BLADE is not otherwise in default of this Agreement, should APH relocate its business and operate a heliport elsewhere in Manhattan, APH agrees to work in good faith with BLADE to allow for the transfer of the Trailer to any such subsequent heliport location or for Blade to install an alternative facility consistent with the size and configuration of such subsequent heliport within the parameters of all governing permits, leases , and/or regulations. Remove Advertising. 11. Contract Type. 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 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. The offer contained in the Notice of Answer shall be firm, irrevocable and irreversible, and may be conditioned only to the need of obtaining regulatory approvals, including the BACEN Approval and the CADE Approval, as applicable. 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 ). Employed in a variety of contractual settings ) M & a Right of First.! Sold right of first refusal clause sample Eligible Investors under the Right of First Refusal, in whole or in.... B ) M & a Right of First Refusal because it gives renters preference. This Right of First Refusal agreement is popular clause in real estate leases because it renters! 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