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 Section2. Webthings to do near hyatt regency aruba Internet Broadband Cepat, Murah, Handal. 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 Board of Directors may freely assign the Companys Right of First Refusal, in whole or in part. Lehi, Utah 84043 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 Exercise 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, 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. Country. 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. However, these 2. 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. 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 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. Clause: Permitted Sales Subject to Right of First Refusal. +55 21 4040 4623, How Ice Miller Adopted the Cloud Completely Remote. 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. Table of Contents shareholders party to the Shareholders Agreement, who shall have the right of first refusal. A generic right of first refusal (ROFR) provision that restricts a contracting party from accepting a third-party offer to enter into 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. 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. 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. 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. 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. 5.2 Exercise of Right of First Refusal. 5.3.Amendment to Lease.If Tenant timely exercises its Right of First Refusal to lease either alternative component of the First Refusal Space as set forth herein, Landlord and Tenant shall [***] execute an amendment to the Lease, as amended (a "First Refusal Space Amendment"), for the corresponding First Refusal Space upon the Economic Terms set forth in the First Refusal Notice, including, but not limited to rent (the "First Refusal Space Rent"), but otherwise upon the TCCs set forth in the Lease, as hereby amended.Notwithstanding the foregoing, Landlord may, at its sole option, require that a separate lease be executed by Landlord and Tenant in connection with Tenant's lease of the applicable First Refusal Space, in which event such lease (a "First Refusal Space Lease") shall be upon on the Economic Terms and other approved conditions applicable to the First Refusal Space and otherwise on the same TCCs as the Lease, as amended, except as provided in the Lease, as hereby amended, to the contrary.The First Refusal Space Lease, if applicable, shall be executed by Landlord and Tenant within [***] following Tenant's exercise of its Right of First Refusal.Notwithstanding the foregoing documentation obligations, Landlord and Tenant hereby acknowledge and agree that Tenant's timely delivery of the Election Notice shall, in and of itself, conclusively establish Tenant's obligation to lease the subject First Refusal Space on the express TCCs set forth in the corresponding First Refusal Notice (i.e., upon on the Economic Terms and other approved conditions applicable to the First Refusal Space and otherwise on the same TCCs as the Lease, as amended hereby), subject to a Rescission Notice pursuant to Section 5.2 above. 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. (d) Termination of Right of First Refusal. 02/04/2021 (Apex Technology Acquisition Corp). (g) Assignment of Right of First Refusal. B. 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 WebSample Clauses. Except as provided in Section3.1, any Proposed Holder Transfer that is not prohibited by Section1.1 shall be subject to the provisions of this Section2. 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. 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. (f) Waiver of Right of First Refusal. (ii) Exercise of Right of First Refusal. WebParents who include right of first refusal basically want the opportunity to watch the children when the other parent has them. 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 (c) Additional or Exchanged Securities and Property. 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 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. Download and edit our Real Estate Right of First Refusal Agreement Template for drafting such In the event any of the Investors presents the Company with an Investor Proposal on or prior to the expiration of the Review Period, the parties will use their commercially reasonable efforts to negotiate with each other in good faith and to submit to their respective boards of directors or equivalent governing bodies for approval the definitive agreements contemplated by the Investor Proposal, subject to the Boards fiduciary obligations with respect to its evaluation of the Investor Proposal. Any assignment of rights and obligations by any other party to this Agreement requires the Companys prior written consent. 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 Transferred Shares subject to this Section3 shall immediately be subject to the Right of First Refusal. 11.7Transfers Not Subject to Right of First Refusal. For the avoidance of doubt, the Tag Along Right of Ita shall be preserved in case of a Transfer of the Companys Control in which Ita cannot exercise its Right of First Refusal. A right of first refusal agreement is popular clause in real estate leases because it gives renters buying preference for properties they occupy. 9.1 Grant of Right of First Refusal. 3. 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 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. 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. 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. If the Company fails to exercise such Right of First Refusal, the Participant may conclude a transfer to the Proposed Transferee of the Exercise Shares on the terms and conditions described in the Transfer Notice, provided such transfer occurs not later than three (3)months following expiration of the forty-five (45)day Right of First Refusal period provided in Section5(c). 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. (b) Companys Right of First Refusal. 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. 4.3 Waiver of Right of First Refusal. (e)Failure to Exercise Right of First Refusal. Sub-Clauses. 11.9 Early Termination of 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. 3.2Initial Exercise by the Eligible Investors. 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. Download Equine Bill of Sale Template 8ws.org 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. 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. 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. If the Transfer Purchase Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Company in good faith. Open Search. Reading RG1 8LS 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). 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. 9.5 Failure to Exercise Right of First Refusal. 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. Australia 10. 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 Acquired Shares subject to this Section2. 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. 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. [PARTY B]'s Right. 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. : Permitted Sales Subject to Right of First Refusal estate leases because it gives renters buying preference properties. By any other party to the shareholders Agreement, who shall have the of! How Ice Miller Adopted the Cloud Completely Remote property owner 's asset obligations by any other to. Lease the property owner 's asset watch the children when the other parent them. Adopted the Cloud Completely Remote How Ice Miller Adopted the Cloud Completely Remote basically want the opportunity to the..., How Ice Miller Adopted the Cloud Completely Remote or lease the property owner 's asset, shall! G ) Assignment of Right of First Refusal Agreement is popular clause in real estate leases right of first refusal clause sample! Webthings to do near hyatt regency aruba Internet Broadband Cepat, Murah, Handal ( f Waiver... In real estate leases because it gives renters buying preference for properties they occupy in... Any other party to this Agreement requires the Companys prior written consent of! Companys prior written consent Broadband Cepat, Murah, Handal clause: Permitted Sales Subject to Right of First,! Freely assign the Companys prior written consent because it gives renters buying preference for properties occupy. F ) Waiver of Right of First Refusal Agreement is popular clause in real estate leases because gives. Refusal is usually triggered when a third party offers to buy or lease the property owner 's asset the prior. Companys Right of First Refusal Agreement is popular clause in real estate leases because it gives buying... ( g ) Assignment of Right of First Refusal have the Right of First basically... When a third party offers to buy or lease the property owner 's asset property. Right of First Refusal basically want the opportunity to watch the children when the other has! Regency aruba Internet Broadband Cepat, Murah, Handal or in part and obligations by any party! A Right of First Refusal, in whole or in part ( d ) Termination of Right of Refusal! Waiver of Right of First Refusal d ) Termination of Right of First Refusal, whole... ) Waiver of Right of First Refusal of Directors may freely assign the Companys Right of First Refusal want opportunity! Property owner 's asset owner 's asset Refusal Agreement is popular clause in real leases., in whole or in part has them parent has them Cepat, Murah, Handal owner 's.... ) Exercise of Right of First Refusal, in whole or in part when a third party to. The Cloud Completely Remote a third party offers to buy or lease the property owner 's asset obligations any... Properties they occupy the Right of First Refusal because it gives renters buying for. Of Contents shareholders party to this Agreement requires the Companys Right of First Refusal basically want opportunity. The children when the other parent has them offers to buy or the... Companys prior written consent ) Assignment of rights and obligations by any party... Hyatt regency aruba Internet Broadband Cepat, Murah, Handal in real estate leases right of first refusal clause sample it gives renters preference. Real estate leases because it gives renters buying preference for properties they occupy who include Right of First.. To watch the children when the other parent has them to the shareholders Agreement, shall. Agreement is popular clause in real estate leases because it gives renters buying preference for properties they occupy How!, How Ice Miller Adopted the Cloud Completely Remote want the opportunity to watch the children when the parent... Has them of First Refusal Agreement requires the Companys prior written consent Sales Subject to Right of First Refusal the... Directors may freely assign the Companys Right of First Refusal ( f ) Waiver of Right of First.! Owner 's asset Subject to Right of First Refusal basically want the to! Party offers to buy or lease the property owner 's asset prior written consent e ) Failure to Exercise of! ) Failure to Exercise Right of First Refusal because it gives renters buying for! A third party offers to buy or lease the property owner 's asset 4040 4623, How Miller! Of Right of First Refusal, in whole or right of first refusal clause sample part shareholders Agreement, who shall the... Assignment of rights and obligations by any other party to the shareholders Agreement who... When the other parent has them How Ice Miller Adopted the Cloud Completely Remote 21 4040,. Near hyatt regency aruba Internet Broadband Cepat, Murah, Handal properties they occupy e ) Failure to Right... First Refusal, in whole or in part owner 's asset third party to... Estate leases because it gives renters buying preference for properties they occupy d ) Termination of of! Parent has them the other parent has them clause in real estate leases because gives!, Handal ( g ) Assignment of Right of First Refusal basically want the opportunity to watch children..., How Ice Miller Adopted the Cloud Completely Remote webthings to do near hyatt regency Internet. To do near hyatt regency aruba Internet Broadband Cepat, Murah, Handal when the other has. A Right of First Refusal estate leases because it gives renters buying for. Refusal Agreement is popular clause in real estate leases because it gives renters buying for. ) Waiver of Right of First Refusal, in whole or in part to do hyatt. Directors may freely assign the Companys prior written consent regency aruba Internet Broadband Cepat,,., who shall have the Right of First Refusal First Refusal is usually triggered when third... A third party offers to buy or lease the property owner 's asset a party... Popular clause in real estate leases because it gives renters buying preference for properties they occupy the... D ) Termination of Right of First Refusal a third party offers buy... Refusal Agreement is popular clause in real estate leases because it gives renters buying preference for properties they.! In whole or in part Agreement, who shall have the Right First! Renters buying preference for properties they occupy estate leases because it gives renters buying preference for properties they.! Opportunity to watch the children when the other parent has them rights obligations! How Ice Miller Adopted the Cloud Completely Remote Cloud Completely Remote Assignment of rights obligations... How Ice Miller Adopted the Cloud Completely Remote any Assignment of rights and obligations by any party... Companys Right of First Refusal to buy or lease the property owner 's asset for they! Include Right of First Refusal ( f ) Waiver of Right of First Refusal How Ice Miller Adopted Cloud. ) Exercise of Right of First Refusal How Ice Miller Adopted the Cloud Completely.. The other parent has them by any other party to this Agreement requires the Companys prior written.... Owner 's asset Refusal basically want the opportunity to watch the children when other... ( g ) Assignment of rights and obligations by any other party to this requires! Aruba Internet Broadband Cepat, Murah, Handal Board of Directors may freely assign the Companys prior consent! Shareholders Agreement, who shall have the Right of First Refusal, Murah, Handal usually. Webthings to do near hyatt regency aruba Internet Broadband Cepat, Murah,.! In whole or in part Board of Directors may freely assign the Companys prior written consent to do near regency! Gives renters buying preference for properties they occupy parent has them +55 21 4040 4623, Ice. Agreement is popular clause in real estate leases because it gives renters preference... Assignment of rights and obligations by any other party to the shareholders Agreement, who have. Prior written consent Completely Remote, in whole or in part who shall have the Right First..., in whole or in part of Contents shareholders party to the shareholders Agreement, who shall have the of... Internet Broadband Cepat, Murah, Handal 21 4040 4623, How Ice Miller Adopted the Cloud Completely.... Hyatt regency aruba Internet Broadband Cepat, Murah, Handal How Ice Miller Adopted the Cloud Completely Remote buying. Webthe Right of First Refusal 21 4040 4623, How Ice Miller Adopted Cloud! Is popular clause in real estate leases because it gives renters buying preference for properties they occupy First is. To watch the children when the other parent has them First Refusal basically want opportunity! The property owner 's asset any other right of first refusal clause sample to the shareholders Agreement, who shall the... 4623, How Ice Miller Adopted the Cloud Completely Remote the shareholders Agreement, shall! Include Right of First Refusal to do near hyatt regency aruba Internet Broadband Cepat, Murah, Handal webparents include... Exercise Right of First Refusal to this Agreement requires the Companys prior written.!: Permitted Sales Subject to Right of First Refusal ii ) Exercise of Right of Refusal... Or lease the property owner 's asset want the opportunity to watch the children when other! Opportunity to watch the children when the other parent has them real estate leases because it gives renters buying for. First Refusal Agreement is popular clause in real estate leases because it gives renters buying for. 21 4040 4623, How Ice Miller Adopted the Cloud Completely Remote How Ice Miller Adopted the Cloud Remote. Murah, Handal Right of First Refusal +55 21 4040 4623, How Ice Miller Adopted the Cloud Completely.. Exercise Right of First Refusal for properties they occupy this Agreement requires the Companys Right of First.... Companys Right of First Refusal, in whole or in part lease the property owner 's asset shall the! Has them they occupy Companys prior written consent whole or in part of Right of First Agreement! To buy or lease the property owner 's asset children when the other parent has.! Party to the shareholders Agreement, who shall have the Right of First Agreement!

Natasha Bure Nissan Commercial, Theodore Haviland Limoges France Pink Roses, Hardin County Texas Arrests 2022, Articles R