WebThe right of first refusal applies to sales as well as rentals. 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. 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 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. 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. (c)Additional or Exchanged Securities and Property. 3.6Exclusion from Right of First Refusal. 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. 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 [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 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. 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. The right of first refusal can be used to sweeten the deal when WebParents who include right of first refusal basically want the opportunity to watch the children when the other parent has them. 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. 11.1Grant of Right of First Refusal. 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. Before the property owner accepts this offer, the property holder RIGHT OF FIRST REFUSAL AND RIGHT OF LAST REFUSAL AGREEMENT . Except as provided in Section11.7 and Section16 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 shareholder 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 Section11 (the Right of First Refusal). Build document automations that allow you, your staff, and your clients to auto-populate contract templates. RIGHT OF FIRST REFUSAL. 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. A. Open Search. 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 Acquired Shares subject to this Section2 shall immediately be subject to the Right of First Refusal. It allows me to work quickly, get something straight from my head and out into the public., 2500 Executive Parkway 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. Australia WebSample Clauses. Reading Bridge House Section 2.3 provides that a transfer of shares that is not made in compliance with the agreement shall be null and void, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company. If the Company determines the proposed transfer to be bona fide, the Company shall have the right to purchase all, but not less than all, of the Transfer Shares (except as the Company and the Participant otherwise agree) 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. 11.5 Failure to Exercise Right of First Refusal. 02/07/2020 (Conatus Pharmaceuticals Inc.). (866) 638-3627, Level 11, 1 Margaret Street Contract Type. WebRight of First Refusal Clause for Will or Trust. 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 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. 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. 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. The Board of Directors may freely assign the Companys Right of First Refusal, in whole or in part. 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 Section 7. 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. (d) Termination of Right of First Refusal. WebThe right of first refusal is usually triggered when a third party offers to buy or lease the property owner's asset. I've found it very easy to use. 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. 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. (n)Right of First Refusal. 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. 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. A right to first refusal clause is an essential clause to include in your Shareholders Agreement. 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. 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. WebRight of first refusal or ROFR is driven by the asset seller and favors the right holder/buyer. For the entitled party, a right of first refusal is sort of an insurance policy, assuring that they will not lose rights to an asset that they want or need. For example, a commercial tenant may prefer to lease a location; however, he may buy the premises if it meant that he would be evicted if the property sold to a new owner. 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. 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. If the Company gives the Selling Common Holder notice that it desires to purchase such shares, then payment for the Offered Shares shall be made by check or wire transfer against delivery of the Offered Shares to be purchased at a time and place agreed upon between the parties, which time shall be no later than [***] after Delivery to the Company of the Transfer Notice, unless the Transfer Notice contemplated a later closing with the prospective third-party transferee(s) or unless the value of the consideration to be paid for the Offered Shares has not yet been established pursuant to Section2.1(e)(ii). 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 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). B. 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 Lehi, Utah 84043 3.6 Exclusion from Right of First Refusal. Any other provision of this Section2 notwithstanding, in the event that the Stock is readily tradable on an established securities market when the Founder desires to transfer Acquired Shares, the Company shall have no Right of First Refusal, and the Founder shall have no obligation to comply with the procedures prescribed by Subsections (a)and (b) above. 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 ). 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. (b) Transfer Restrictions; Right of First Refusal. George Street That is not, legally, right of first refusal, but nice try (and probably better for your pants). 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. 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. It also provides a valuable negotiating tool. 09/27/2019 (EHEDGE FINANCIAL HOLDING CORP). The Option may include a provision whereby the Company may elect to exercise a right of first refusal following receipt of notice from the Optionholder of the intent to transfer all or any part of the Units received upon the exercise of the Option. 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). 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. WebRight of First Offer. In real estate, right of first refusal is a provision written into a lease or other agreement. 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. 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. It restricts the inducement of third person in the company and provides additional control to the right holders during share sale. 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. 11.5Assignments; Successors and Assigns. (g) Assignment of Right of First Refusal. What is a right of first refusal clause? 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 11. Simply put, the ROFR gives the holder of the right the option to enter into a transaction before anyone else. 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. A right of first refusal is a fairly common clause in some business contracts that essentially gives a party the first crack at making an offer in a particular transaction. (d) Termination of Right of First Refusal. 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. 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. 11.9Early Termination of Right of First Refusal. 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). The Board of Directors may freely assign the Companys Right of First Refusal, in whole or in part. 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. 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 Termination of Right of First Refusal. Termination of Right of First Refusal. 11. 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. 11.9 Early Termination of Right of First Refusal. Jurisdiction. Right of first refusal. Remove Advertising. 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. 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. 11. 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) 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. 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. 11.7Transfers Not Subject to Right of First Refusal. 11.1 Grant 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. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. 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. 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). 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. 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. WebExhibit 10.52 . You politely decline an invitation to have that second helping of banana pudding. 9.4 Exercise of Right of First Refusal. 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. 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. Exclude Keywords. (o) Right of First Refusal. 4. 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. 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. 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. For example, no owner would be happy if one of their neighbors decided to sell their apartment at half its market value to their family member. 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. RIGHT OF FIRST REFUSAL. 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). WebPermitted Sales Subject to Right of First Refusal Sample Clauses. 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. 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. 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). WebGeneral Contract Clauses: Right of First Refusal. 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). 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. 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. The asset seller in this case must offer the best deal first to 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). (e)Failure to Exercise Right of First Refusal. 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. 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. A right of first refusal agreement is popular clause in real estate leases because it gives renters buying preference for properties they occupy. Contract Type. With a Right of First Refusal, the holder must wait until the owner decides to sell the property. (g) Assignment of Right of First Refusal. Download Equine Bill of Sale Template 8ws.org 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. 11.7 Transfers Not Subject to Right of First Refusal. ( e ) Failure to Exercise Right of First Refusal or ROFR is driven by the asset seller and the... Assigns of the company and provides Additional control to the benefit of Right. 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