This means that instead of calling a babysitter when a 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. A generic right of first refusal (ROFR) provision that restricts a contracting party from accepting a third-party offer to enter into 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. (f) Waiver of Right of First Refusal. If the Company exercises the Right of First Refusal, the Company and the Participant shall thereupon consummate the sale of the Exercise Shares to the Company on the terms set forth in the Transfer Notice; provided however, that if the Transfer Notice provides for the payment for the Exercise Shares other than in cash, the Company shall have the option of paying for the Exercise Shares by the discounted cash equivalent of the consideration described in the Transfer Notice as reasonably determined by the Board. Filter & Search. 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. Condo bylaws state that in order to have the deal go forward, the deal has to be recognized by the condo association, says Cholst. (b) Right of First Refusal. Right of First Refusal. 02/04/2021 (Apex Technology Acquisition Corp). 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. WebThe right of first refusal is usually triggered when a third party offers to buy or lease the property owner's asset. Before the property owner accepts this offer, the property holder 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. The foregoing right of first refusal shall terminate upon the date of consummation of the corporations first firm commitment underwritten public offering of its common stock registered under the Securities Act of 1933, as amended. 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. Termination of 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. 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. That is not, legally, right of first refusal, but nice try (and probably better for your pants). George Street 11.7Transfers Not Subject to Right of First Refusal. A Shareholders Agreement is a critical legal document. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 7. 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 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. 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 "In Nolo you can trust." WebRight of First Offer. 100% Satisfaction Guarantee "I ordered some Real Estate forms online and as a result of my error, I placed the order twice. Subject to the Repurchase Limitation in Section8(m), the Option or SAR may include a term 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. 4.3. 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. 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. RIGHT OF FIRST REFUSAL. 5.2 Exercise of Right of First Refusal. 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. 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. 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 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. 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. 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). Open Search. In the event the Employer permanently closes a store (i.e., no Replacement Store is opened), it is agreed that the Union shall have the first right of refusal to purchase the store and operate it as an enterprise of the Union or some kind of 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. 11.9Early Termination of Right of First Refusal. 11.9 Early Termination of Right of First Refusal. [PARTY B]'s Right. 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 B. 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. (n)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. (c)Additional or Exchanged Securities and Property. 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. (d) Termination of Right of First Refusal. 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. 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. Such right of first refusal will be subject to the Repurchase Limitation in Section8(k). The Company shall have the right to demand further assurances from the Participant and the Proposed Transferee (in a form satisfactory to the Company) that the transfer of the Transfer Shares was actually carried out on the terms and conditions described in the Transfer Notice. 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. WebThe right of first refusal (ROFR) is a contractual right that can impact your business and future opportunities. 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. 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. Remove Advertising. Filter & Search. 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. 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. Jurisdiction. 11.7 Transfers Not Subject to Right of First Refusal. Additional filters are available in search. 3.2Initial Exercise by the Eligible Investors. 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. And with any sale or rental, the board has the opportunity to exercise its right of first refusal or to waive that right. 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). Download and edit our Real Estate Right of First Refusal Agreement Template for drafting such WebRight of first refusal or ROFR is driven by the asset seller and favors the right holder/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). A public market shall be deemed to exist if (i)such stock is listed on a national securities exchange (as that term is used in the Exchange Act) or (ii)such stock is traded on the over-the-counter market and prices therefor are published daily on business days in a recognized financial journal. In order to exercise its right hereunder, the Company must deliver written notice to Seller within the Initial Exercise Period. To watch the children when the other parent has them who include right of first or. 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