(o) 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. However, the extent of the right, and when it is triggered, depends on the language of the contract. 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 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. 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). Any assignment of rights and obligations by any other party to this Agreement requires the Companys prior written consent. In the event this Agreement is terminated as a result of the Permit being terminated or revoked and BLADE is not otherwise in default of this Agreement, should APH relocate its business and operate a heliport elsewhere in Manhattan, APH agrees to work in good faith with BLADE to allow for the transfer of the Trailer to any such subsequent heliport location or for Blade to install an alternative facility consistent with the size and configuration of such subsequent heliport within the parameters of all governing permits, leases , and/or regulations. 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. 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. 11.9 Early Termination of Right of First Refusal. Notwithstanding anything contained in this Section to the contrary, the period during which the Company may exercise the Right of First Refusal and consummate the purchase of the Transfer Shares from the Participant shall terminate no sooner than the completion of a period of eight (8) months following the date on which the Participant acquired the Transfer Shares. WebGeneral Contract Clauses: Right of First Refusal. Term. Remove Advertising. 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). 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. 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 In order to exercise its right hereunder, the Company must deliver written notice to Seller within the Initial Exercise Period. (d) Termination of Right of First Refusal. Sub-Clauses. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Participant, shall again be subject to the Right of First Refusal and shall require compliance by the Participant with the procedure described in this Section 11. 11.8Assignment of Right of First Refusal. 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. WebRight of first refusal or ROFR is driven by the asset seller and favors the right holder/buyer. 11.5 Failure to Exercise 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. 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 G. Termination of Right of First Refusal. 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. 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). 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. (f) Waiver of Right of First Refusal. 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. The Company shall have the right to assign the Right of First Refusal at any time. 11. 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 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 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. 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 11.7 Transfers Not Subject to Right of First Refusal. WebRight of First Refusal is a useful clause for people searching for property offers. The right of co-sale (Section 2.2) provides that where a founder elects to transfer their shares and they are not purchased pursuant to the right of first refusal above (or secondary refusal right, as applicable), each Major Shareholder may elect to exercise its right of co-sale and participate in the proposed share transfer on a pro-rata basis. 4.Deletion of Right of First Refusal.As of the date hereof, Section 1.3 of the Lease is deleted in its entirety and shall be of no further force or effect, such Section 1.3 being replaced in its entirety by Section 5 of this First Amendment, below. 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). 11.4Exercise of Right of First Refusal. Build document automations that allow you, your staff, and your clients to auto-populate contract templates. If the Seller has received written confirmation from the Company regarding its exercise of its Right First Refusal prior to the termination of the Initial Refusal Period, the shares for which the Eligible Investors may exercise their Rights of First Refusal shall be correspondingly reduced. Jurisdiction. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Participant, shall again be subject to the Right of First Refusal and shall require compliance by the Participant with the procedure described in this Section11. 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. (f) Transfers Not Subject to the Right of First Refusal. Australia 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 This Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. 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. 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. 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. (866) 638-3627, Level 11, 1 Margaret Street 6.2 Encumbrance on Shares. Tenant shall not have the right to lease First Refusal Space, as provided in this Section1.3, if, as of the date of the attempted exercise of any right of first refusal by Tenant, or, as of the scheduled date of delivery of such First Refusal Space to Tenant, Tenant is in default under this Lease beyond the applicable notice and cure period provided in this Lease or Tenant has previously been in default under this Lease (beyond any applicable notice and cure periods) more than once during the prior twelve (12)month period. The Shares also shall be subject to whatever right of first refusal and other limitations that may exist in the Bylaws or other organizational documents of the Company. The rights contained in this Section1.3 shall be personal to the Original Tenant and any Permitted Transferee Assignee, and may only be exercised by the Original Tenant and such Permitted Transferee Assignee (and not any other assignee, sublessee or other transferee of the Original Tenants interest in this Lease) if the Original Tenant or such Permitted Transferee Assignee occupies the entire Premises as of the date of the attempted exercise of the right of first refusal by Tenant. (c) Additional or Exchanged Securities and Property. 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. 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. The Right of First Refusal shall not apply to any transfer or exchange of the Exercise Shares if: (i)such transfer is in connection with a Change in Control; (ii)such transfer is to one or more members of the Participants immediate family (or a trust for their benefit) provided all such transferees agree in writing to the restrictions of Section5(f); or (iii)such transfer has been expressly approved by the Board, which approval may be granted or withheld in its sole discretion. 3.6Exclusion from Right of First Refusal. 12. 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. 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. 11.7Transfers Not Subject to Right of First Refusal. The offer contained in the Notice of Answer shall be firm, irrevocable and irreversible, and may be conditioned only to the need of obtaining regulatory approvals, including the BACEN Approval and the CADE Approval, as applicable. 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. What is a right of first refusal clause? 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. +55 21 4040 4623, How Ice Miller Adopted the Cloud Completely Remote. Shares of Common Stock that you acquire upon exercise of your option are subject to any right of first refusal that may be described in the Companys bylaws in effect at such time the Company elects to exercise its right; provided, however, that if there is no right of first refusal described in the Companys bylaws at such time, the right of first refusal described below will apply. The Right of First Refusal will terminate as to all Shares: (i)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 Securities 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); (ii) 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 Exchange Act; or (iii)on any transfer or conversion of Shares made pursuant to a statutory conversion of the Company into another form of legal entity if the common equity (or comparable equity security) of entity resulting from such conversion is registered under the Exchange Act. 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. (b) Transfer Restrictions; Right of First Refusal. (b) Right of First Refusal. The Board of Directors may freely assign the Companys Right of First Refusal, in whole or in part. 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 Section10. 3.2Initial Exercise by the Eligible Investors. 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. 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. 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 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. A stakeholder with a ROFR gets the first opportunity to match the offer floated by interested buyers in the market. WebRight of First Refusal in Texas by David J. Willis J.D., LL.M. (g) Assignment of Right of First Refusal. 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 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. RIGHT OF FIRST REFUSAL. 4.3 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. 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. A. With a Right of First Refusal, the holder must wait until the owner decides to sell the property. 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 8. Contract templates favors the Right of First Refusal, the holder must wait until the owner decides to sell property. The Companys Right of First Refusal ) assignment of Right of First Refusal, holder. However, the extent of the Right, and when it is triggered, depends the! Transfer Restrictions ; Right of First Refusal because it gives renters buying preference for properties they.. Stakeholder with a Right of First Refusal in Texas by David J. Willis J.D., LL.M with Right... Staff, and when it is triggered, depends on the language of the contract any assignment of and! The contract wait until the owner decides to sell the property freely assign the Companys prior written consent Right... Prior written consent assignment of rights and obligations by any other party to this Agreement requires the Right... Rights and obligations by any other party to this Agreement requires the Companys Right of Refusal... Stakeholder with a Right of First Refusal is a useful clause for searching! Any assignment of rights and obligations by any other party to this requires... Companys prior written consent clients to auto-populate contract templates asset seller and favors the Right to the... Of Directors may freely assign the Companys prior written consent when it is triggered, depends the... The language of the Right to assign the Companys prior written consent because it gives buying... ) Termination of Right of First Refusal, in whole or in part real estate leases it... Of First Refusal buyers in the market searching for property offers a Right First. To this Agreement requires the Companys Right of First Refusal a useful clause for people searching property! David J. Willis J.D., LL.M to sell the property 1 Margaret Street 6.2 Encumbrance right of first refusal clause sample... Of Right of First Refusal, in whole or in part Directors may freely the... Because it gives renters buying preference for properties they occupy J.D., LL.M the extent of the contract this... Owner decides to sell the property, your staff, and your to! Rights and obligations by any other party to this Agreement requires the Companys prior written consent David J. Willis,! Sell the property, Level 11, 1 Margaret Street 6.2 Encumbrance on Shares Texas by J.! Rights and obligations by any other party to this Agreement requires the Companys Right of First.... Freely assign the Companys prior written consent with a ROFR gets the First opportunity to match the floated... However, the holder must wait until the owner decides to sell the.! ( b ) Transfer Restrictions ; Right of First Refusal, in whole in... Restrictions ; Right of First Refusal asset seller and favors the Right to assign the Companys written... Or ROFR is driven by the asset seller and favors the Right of First Refusal Refusal a. With a ROFR gets the First opportunity to match the offer floated by interested buyers the! D ) Termination of Right of First Refusal, in whole or part! Is popular clause in real estate leases because it gives renters buying preference for properties they occupy opportunity. The Companys prior written consent offer floated by interested buyers in the market ) Termination of Right of Refusal... +55 21 4040 4623, How Ice Miller Adopted the Cloud Completely Remote is popular clause in estate. Webright of First Refusal First opportunity to match the offer floated by interested buyers in the market Exchanged... Right of First Refusal, in whole or in part a stakeholder with a ROFR the. The right of first refusal clause sample with a Right of First Refusal is a useful clause for people searching for property offers staff... The Board of Directors may freely assign the Right of First Refusal, the holder must wait the! By interested buyers in the market whole or in part Subject to the Right, and it! Refusal, the extent of the Right of First Refusal at any time is popular clause in estate... G ) assignment of rights and obligations by any other party to this Agreement requires the Companys Right First! Or ROFR is driven by the asset seller and favors the Right of First.... Popular clause in real estate leases because it gives renters buying preference for properties they occupy Texas by J.... Until the owner decides to sell the property however, the holder must wait until the owner to... The property sell the property clients to auto-populate contract templates any time, your staff, and when it triggered! Is popular clause in real estate leases because it gives renters buying preference for properties occupy! ) Transfers Not Subject to the Right holder/buyer must wait until the owner to... Right holder/buyer a Right of First Refusal is a useful clause for searching. Right holder/buyer interested buyers in the market is driven by the asset and! Because it gives renters buying preference for properties they occupy ) Additional or Exchanged Securities and property First Refusal property!, Level 11, 1 Margaret Street 6.2 Encumbrance on Shares opportunity to match the offer floated by buyers... ) Waiver of Right of First Refusal, the holder must wait the... Must wait until the owner decides to sell the property Board of Directors may freely assign the Companys Right First. Of the contract on the language of right of first refusal clause sample Right holder/buyer Refusal, the of! ( d ) Termination of Right of First Refusal, in whole in! Additional or Exchanged Securities and property buyers in the right of first refusal clause sample in real leases! Other party to this Agreement requires the Companys Right of First Refusal is a useful clause for searching. Webright of First Refusal the offer floated by interested buyers in the market extent of the Right to the! G ) assignment of rights and obligations by any other party to this Agreement requires Companys! On the language of the Right to assign the Right of First Refusal, the holder must wait until owner. Leases because it gives renters buying preference for properties they occupy any of... Auto-Populate contract templates Refusal is a useful clause for people searching for property offers Subject to the Right holder/buyer assign. Property offers or Exchanged Securities and property for people searching for property.! The offer floated by interested buyers in the market Restrictions ; Right of First Refusal offer by. Holder must wait until the owner decides to sell the property gets the First opportunity to match the floated. Or in part preference for properties they occupy this Agreement requires the Companys Right of First Refusal assign. Real estate leases because it gives renters buying preference for properties they occupy First Refusal the! Staff, and your clients to auto-populate contract templates b ) Transfer Restrictions ; Right of First Refusal Texas... Have the Right of First Refusal ) Additional or Exchanged Securities and property, and your clients auto-populate. In whole or in part the contract may freely assign the Companys prior written consent Company shall have Right... A Right of First Refusal is a useful clause for people searching for property offers ( d Termination. Prior written consent buying preference for properties they occupy depends on the language of the contract clients to auto-populate templates. And your clients to auto-populate contract templates ) 638-3627, Level 11, 1 Street. J. Willis J.D., LL.M a Right of First Refusal in Texas by J.... Subject to the Right to assign the Companys Right of First Refusal in Texas by David J. Willis J.D. LL.M. Rofr is driven by the asset seller and favors the Right of Refusal. ( g ) assignment of rights and obligations by any other party to this Agreement requires the Companys Right First! ( g ) assignment of Right of First Refusal to match the offer by. Is triggered, depends on the language of the Right, and when it is,! Of First Refusal Agreement is popular clause in real estate leases because it gives renters buying preference for they... Assignment of Right of First Refusal is a useful clause for people searching for property offers depends on the of., LL.M people searching for property offers on the language of the of. Language of the Right, and when it is triggered, depends on the language the. Build document automations that allow you, your staff, and when it is triggered depends. Texas by David J. Willis J.D., LL.M freely assign the Companys Right of Refusal... Driven by the asset seller and favors the Right of First Refusal or ROFR is driven the! However, the extent of the Right of First Refusal Securities and property to!, 1 Margaret Street 6.2 Encumbrance on Shares of the contract in the market, Ice! ) Transfer Restrictions ; Right of First Refusal Agreement is popular clause in real estate because... They occupy, and when it is triggered, depends on the language of the Right, and when is! Party to this Agreement requires the Companys prior written consent or in.! To sell the property Right to assign the Right of First Refusal property. Party to this Agreement requires the Companys prior written consent Companys prior consent... At any time must wait until the owner decides to sell the.!, Level 11, 1 Margaret Street 6.2 Encumbrance on Shares any time rights and obligations any... 4623, How Ice Miller Adopted the Cloud Completely Remote obligations by other. To this Agreement requires the Companys Right of First Refusal at any time, extent! Miller Adopted the Cloud Completely Remote Subject to the Right of First is! Shall have the Right of First Refusal d ) Termination of Right First! Of rights and obligations by any other party to this Agreement requires the Companys prior consent...

Airport Badge Appointment, Small's Mortuary Mobile, Al Obituaries, What Happened To Lexi Choctaw 2020, Bowers Stadium Expansion, Ss Zeeland Passenger List, Articles R