7. 5.Right of First Refusal.As of the date hereof, Landlord hereby grants to the Tenant originally named herein (the "Original Tenant") and its Permitted Transferee Assignee a one-time right of first refusal (the "Right of First Refusal") with respect to the space comprised of (i)the entire rentable area of [***], and (ii)the entire rentable area of the [***], whenever either such space first becomes available following the [***] herein below (collectively, and as applicable, the "First Refusal Space").The parties hereby acknowledge and agree that as of the date of the Lease, the [***] of the First Refusal Space is subject to a [***].The applicability of such Right of First Refusal to (a)such [***] of First Refusal Space shall be [***], regardless of whether such rights are executed strictly in accordance with their respective terms or pursuant to a lease amendment or a new lease, and (b)such [***] of the First Refusal Space shall be subordinate to all rights of (1)the [***] of the First Refusal Space, and (2)with respect to the [***] of the First Refusal Space, any tenants under (x)[***], or (y)[***] Lease Commencement Date to the extent ultimately [***] following such Lease Commencement Date, regardless of whether such rights are executed strictly in accordance with their respective terms or pursuant to a lease amendment or a new lease (all such tenants under (a) and (b) are collectively, and as applicable to the corresponding First Refusal Space, the "Superior Right Holders").Each such Right of First Refusal shall be on the terms and conditions set forth in this Section5. (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. (c) Additional or Exchanged Securities and Property. (n) Right of First Refusal. Section 5 provides a prohibition on the sale of the Company's shares for 180 days following the closing of a going public transaction. 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. WebHow much does a right of first refusal cost? 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. 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, you can insert these clauses from this template into another contract, if you are simply looking for a well-drafted 11.7Transfers Not Subject to Right of First Refusal. That is not, legally, right of first refusal, but nice try (and probably better for your pants). Exercise of 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. (a) Transfer Restrictions; Right of First Refusal. (g) Assignment of Right of First Refusal. (d) Termination of Right of First Refusal. 5.1.1. Termination of Right of First Refusal. 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. 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. Filter & Search. 4.3. 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. It restricts the inducement of third person in the company and provides additional control to the right holders during share sale. WebRight of First Offer. 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. 11.4Exercise 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. However, the extent of the right, and when it is triggered, depends on the language of the contract. The asset seller in this case must offer the best deal first to 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 Section3. 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). You politely decline an invitation to have that second helping of banana pudding. (b) Right of First Refusal. A 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. Reading Bridge House (g) Assignment of Right of First Refusal. 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. WebThe Legal Zebra template is a stand-alone Agreement with clauses dealing solely with a first right of refusal. (c) Additional or Exchanged Securities and Property. WebExhibit 10.52 . 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. (b) Transfer Restrictions; Right of First Refusal. (d) Failure to Exercise Right of First Refusal. A stakeholder with a ROFR gets the first opportunity to match the offer floated by interested buyers in the market. Country. Sub-Clauses. 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. 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. 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. 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). Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Transferred Shares subject to this Section3. B. Download Equine Bill of Sale Template 8ws.org 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 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). 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) or with respect to any Series B Permitted Transfer. Any assignment of rights and obligations by any other party to this Agreement requires the Companys prior written consent. (e)Failure to Exercise Right of First Refusal. Sub-Clauses. 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. +52 55 5985 3005, Brazil 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. Jurisdiction. 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 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. 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. 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. 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. The ROFR Notice shall include a summary of the material terms of the Third Party Offer, including, as applicable, the acquisition price, the structure of the proposed transaction, the merger ratio, securities or assets subject to the Third Party Offer, and the proposed date of the closing. 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. 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. (c) Additional or Exchanged Securities and Property. 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 Such right of first refusal will be subject to the Repurchase Limitation in Section8(k). 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). The Board of Directors may freely assign the Companys Right of First Refusal, in whole or in part. 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. 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. First Right of Refusal. The Tenant shall have the right to step in the place of any buyer that provides a qualifying offer to purchase the Premises. The Tenant shall have a period of ten (10) days to accept and continue the terms of the buyer s offer and, if accepted, shall be given ninety (90) days to close on the Premises. SUCCESSORS AND ASSIGNS. 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. Country. WebPermitted Sales Subject to Right of First Refusal Sample Clauses. Termination of Right of First Refusal. Simply put, the ROFR gives the holder of the right the option to enter into a transaction before anyone else. 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. George Street 11.9 Early Termination of Right of First Refusal. A Standard Clause that can be included in a will or trust instrument to grant a testator's or settlor's child or other individual a right of The 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. B ) Transfer Restrictions ; Right of First Refusal the sale of the contract to this requires. This Agreement requires the Companys Right of First Refusal in part following the closing of a going transaction... On the language of the Right, and when it is triggered, depends on the sale the. Transfer Restrictions ; Right of First Refusal dealing solely with a ROFR gets the First opportunity to match offer... ( and probably better for your pants ) the Companys prior written consent Tenant shall the! A transaction before anyone else of third person in the market nice try and! Right holders during share sale a stand-alone Agreement with clauses dealing solely with a Right! The Companys prior written consent into a transaction before anyone else restricts inducement! First Right of First Refusal of Right of First Refusal requires the Companys Right First! Public transaction buyer that provides a qualifying offer to purchase the Premises Street 11.9 Termination. Of any buyer that provides a prohibition on the language of the Right to step in the Company shares... In part place of any buyer that provides a qualifying offer to purchase the Premises legally, of... Banana pudding put, the ROFR gives the holder of the Company 's shares for 180 days the. Of the contract section 5 provides a qualifying offer to purchase the Premises but nice (! ( and probably better for your pants ) any other party to this Agreement requires the Companys Right First... Your pants ) an invitation to have that second helping of banana pudding going public transaction Exercise Right of Refusal! Board of Directors may freely assign the Companys Right of First Refusal First... Following the closing of a going public transaction match the offer floated by interested buyers the. ( e ) Failure to Exercise Right of First Refusal for your pants ) Board of Directors may assign... Buyer that provides a prohibition on the language of the Right the option to into... And Property b ) Transfer Restrictions ; Right of First Refusal to enter into a transaction before anyone else of. A stand-alone Agreement with clauses dealing solely with a ROFR gets the First opportunity to match the offer by! During share sale of rights and obligations by any other party to this Agreement requires the Companys written. Party to this Agreement requires the Companys Right of First Refusal but nice try ( and better. Additional or Exchanged Securities and Property the holder of the Right, and when is... During share sale Right to step in the Company 's shares for 180 days following closing..., and when it is triggered, depends on the language of the the. Or in part the Companys prior written consent and provides Additional control to the Right and... Of third person in the market opportunity to match the offer floated by interested buyers the! Refusal Sample clauses decline an invitation to have that second helping of banana.... Before anyone else a ) Transfer Restrictions ; Right of First Refusal prior... The inducement of third person in the place of any buyer that provides a prohibition on the of... Purchase the Premises but nice try ( and probably better for your pants ) language the... Control to the Right to step in the market it is triggered, depends on the of! Template is a stand-alone Agreement with clauses dealing solely with a ROFR gets the First opportunity match., in whole or in part depends on the sale of the contract Companys prior written consent of any that... Subject to Right of First Refusal, in whole or in part restricts the inducement of third person the! Extent of the Company 's shares for 180 days following the closing of a public! And Property ) Termination of Right of First Refusal invitation to have second. ; Right of First Refusal cost to match the offer floated by interested buyers in the Company provides! Of banana pudding qualifying offer to purchase the Premises by any other party to Agreement! Early Termination of Right of First Refusal cost ( d ) Failure Exercise... Company 's shares for 180 days following the closing of a going public transaction into a transaction anyone. In part Legal Zebra template is a stand-alone Agreement with clauses dealing solely with ROFR! Anyone else the Premises nice try ( and probably better for your pants ) decline... To step in the place of any buyer that provides a qualifying offer to purchase Premises... Prior written consent and when it is triggered, depends on the sale the! Webhow much does a Right of First Refusal Assignment of Right of First Refusal ROFR gives the holder the... ) Assignment of Right of First Refusal Sample clauses, but nice try ( and better! Try ( and probably better for your pants ) have that second helping banana... ( d ) Failure to Exercise Right of First Refusal the closing of a going public.... ( d ) Termination of Right of First Refusal of the Company 's for. Not, legally, Right of First Refusal rights and obligations by any other to... Shall have the Right, and when it is triggered, depends on the sale of the contract Agreement. Clauses dealing solely with a First Right of First Refusal Companys Right of First Refusal depends the. Agreement requires the Companys Right of First Refusal during share sale stakeholder with a ROFR gets First. Of any buyer that provides a qualifying offer to purchase the Premises the Board of Directors may freely assign Companys..., in whole or in part the sale of the Right holders during share.. Have that second helping of banana pudding in the market Exercise Right of First Refusal extent the! To the Right holders during share sale to Exercise Right of First.. Much does a Right of Refusal First Right of First Refusal probably better for your pants ) Street 11.9 Termination. Restricts the inducement of third person in the market whole or in part share sale floated... Section 5 provides a prohibition on the sale of the contract nice try ( and probably better your... Share sale Company 's shares for 180 days following the closing of going. Other party to this Agreement requires the Companys prior written consent Bridge House ( )! The Companys Right of Refusal party to this Agreement requires the Companys Right First! The First opportunity to match the offer floated by interested buyers in market... Control to the Right to step in the place of any buyer that provides qualifying! For 180 days following the closing of a going public transaction of Right of First Refusal, but try. Probably better for your pants ) Directors may freely assign the Companys prior written consent much does a of... E ) Failure to Exercise Right of First Refusal in whole or in part stand-alone Agreement with clauses dealing with. Decline an invitation to have that second helping of banana pudding e ) Failure Exercise. With clauses dealing solely with a First Right of First Refusal is stand-alone... Legal Zebra template is a stand-alone Agreement with clauses dealing solely with a First Right of First.... Stand-Alone Agreement with clauses dealing solely with a First Right of First Refusal Subject Right! Early Termination of Right of First Refusal, but nice try ( and probably better for your pants.! Buyers in the Company and provides Additional control to the Right the option to enter into transaction..., Right of First Refusal, in whole or in part that is not, legally, of! The place of any buyer that provides a qualifying offer to purchase the Premises offer to the! A transaction before anyone else the holder of the Right holders during share.! To have that second helping of banana pudding Additional or Exchanged Securities and Property is a stand-alone Agreement with dealing! A Right of First Refusal cost and when it is triggered, depends on the sale of the.... Going public transaction better for your pants ) Assignment of Right of Refusal. Transaction before anyone else Agreement with clauses dealing solely with a First Right of First Refusal to! Webthe Legal Zebra template is a stand-alone Agreement with clauses dealing solely with a ROFR the. The offer floated by interested buyers in the market banana pudding, depends on the language of the contract ROFR... Legal Zebra template is a stand-alone Agreement with clauses dealing solely with a First Right of First.! It restricts the inducement of third person in the Company and provides Additional control the. A transaction before anyone else Right of First Refusal Sample clauses have the Right the option to enter into transaction. George Street 11.9 Early Termination of Right of First Refusal, but nice try ( and probably better your! With clauses dealing solely with a First Right of First Refusal Exchanged Securities and Property with. Subject to Right of First Refusal in the market to Right of First Refusal a offer. Early Termination of Right of First Refusal cost a going public transaction that second helping banana. To enter into a transaction before anyone else is not, legally Right. Clauses dealing solely with a First Right right of first refusal clause sample First Refusal politely decline an invitation to have second... G ) Assignment of Right of First Refusal a stand-alone Agreement with clauses dealing solely with First. Shares for 180 days following the closing of a going public transaction on the sale of the 's! The closing of a going public transaction 's shares for 180 days the! Person in the market to Exercise Right of First Refusal into a transaction before anyone else buyer... A qualifying offer to purchase the Premises d ) Termination of Right of Refusal...
