First Refusal Procedures Clause Samples

The First Refusal Procedures clause establishes a process by which a party, typically a tenant or investor, is given the opportunity to accept or decline an offer before the property or asset is offered to third parties. In practice, this means that if the owner receives a bona fide offer from an outside party, they must first present the same terms to the holder of the right of first refusal, who then has a specified period to match the offer. This clause ensures that the holder has a priority position in acquiring the asset, thereby protecting their interests and providing a clear, orderly process for potential transfers.
First Refusal Procedures. 4.1 A Participating Shareholder, the personal representative of the estate of a deceased Participating Shareholder, the trustee of any trust agreement of which a deceased Participating Shareholder is donor (or any other person in possession of Class B Common Shares which are to pass by reason of the death of a Participating Shareholder), or a pledgee who is required by Section 2.2 or Section 3 hereof to offer Class B Common Shares to other Participating Shareholders and the Corporation (an "Offeror") shall deliver to each of the other participating Shareholders, the Corporation and the Depository a written notice, dated the date on which it is sent, containing the following information: 9 (a) the number of Class B Common Shares proposed to be transferred (after conversion) or converted (the "Offered Shares"); (b) whether the Offeror proposes to transfer under Section 3.1 hereof or convert under Section 3.2 hereof the Offered Shares; (c) if the Offeror proposes to transfer the Offered Shares under Section 3.1 hereof, the name and address of each proposed transferee and the price per share, if any, payable to the Offeror upon such transfer; (d) the date on which the Offeror desires to carry out the proposed transfer or conversion of the Offered Shares, which shall be consistent with the procedures provided for in this Agreement (generally such date should be not less than 20 nor more than 50 business days after the date of such notice). If the Offeror proposes to make a transfer under Section 3.1 hereof, such notice shall be accompanied by written evidence that any price per share payable to the Offeror as specified in such notice is being offered for the Offered Shares in good faith by the proposed transferee. 4.2 The other Participating Shareholders shall thereupon have the right and option to acquire the Offered Shares, or any of them, for the consideration specified in Section 4.3 hereof. Such Participating Shareholders may 10 exercise such right, at any time before the expiration of 7 business days after such written notice and accompanying evidence (if applicable) have been given to the last of such Participating Shareholders and the Corporation, in proportion to the respective holdings of Class B Common Shares of each such Participating Shareholder compared to the aggregate holdings of all such Participating Shareholders; and if any such Participating Shareholder entitled thereto fails to exercise such Participating Shareholder's right to acquire the ...
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First Refusal Procedures. With respect to any election pursuant to paragraph (b) above: (i) Any such election by the Company shall be made by written notice (a “Company Buy Notice”) to the Selling Stockholder and the Restricted Rights Holders within 10 business days after receipt by the Company of the Restricted Sale Notice. Such Company Buy Notice shall state whether or not the Company is electing to purchase any Restricted Sale Securities, and if so, how many Restricted Sale Securities it will purchase. Thereafter, any such election by the Restricted Rights Holders shall be made by written notice (together with the Company Buy Notice, the “Buy Notice”) to the Company, the other Restricted Rights Holders and the Selling Stockholder within 10 business days (the “Option Period”) after receipt by the Restricted Rights Holders of the Company Buy Notice. Any Buy Notice from a Restricted Rights Holder who wishes to exercise such Restricted Rights Holder’s right of purchase as to more than the number of shares of Restricted Sale Securities set forth above shall state the maximum number of Restricted Sale Securities such Restricted Rights Holder wishes to purchase. Any available excess Restricted Sale Securities (that is, Restricted Sale Securities as to which the other Restricted Rights Holders shall not have exercised their rights of purchase) shall be allocated to the Restricted Rights Holder so indicating such Restricted Rights Holder’s desire to purchase such excess Restricted Sale Securities in proportion to such Restricted Rights Holder’s respective interests, up to the quantity of Restricted Sale Securities requested; and (ii) Notwithstanding anything to the contrary in the foregoing, the rights under paragraph (b) above may only be exercised if the Company and the Restricted Rights Holders elect to purchase all of the Restricted Sale Securities. If Buy Notices with respect to all of the Restricted Sale Securities shall have been received as aforesaid by the Selling Stockholder, such Selling Stockholder shall sell the Restricted Sale Securities to the Company, the Restricted Rights Holders or their nominees, as the case may be, at the price and on the terms stated in the Restricted Sale Notice. The closing of such sale of Restricted Sale Securities shall take place at the office of counsel for the Selling Stockholder no later than 60 business days following the expiration of the Option Period, or such other place and earlier date as may be agreed by all parties to the transaction....
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First Refusal Procedures 
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Related to First Refusal Procedures

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

  • First Refusal Rights The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors within 10 days after the Sale Notice has been delivered to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering written notice of such election to Executive within 10 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall be subject to the provisions of this paragraph 4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

  • Right of First Refusal (a) Whenever and as often as the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

  • Stop-Transfer Notices Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

  • Right of First Offer So long as (i) there then exists no Default of Tenant, (ii) the initially named Tenant pursuant to Section 1.1 hereof (and any successor of Tenant by merger or any other entity which controls, is controlled by or is under common control with the Tenant set forth in Section 1.1 above) shall occupy the entire Premises, and (iii) this Lease is still in full force and effect, then if Landlord shall desire to lease all or any space within the Building for a period commencing on or after the Commencement Date, Landlord shall so notify Tenant, and shall identify the space available (the "Offered Space") together with the rental rate and other terms and conditions (collectively, the "Terms") under which in good faith it intends to offer such space to third parties and the date on which such Offered Space is expected to be available. Tenant may irrevocable elect to lease the Offered Space on the Terms by giving notice thereof to Landlord within five (5) days after Tenant's receipt of notice from Landlord of the Terms. If Tenant shall have so elected to lease the Offered Space, it shall enter into an amendment to this Lease within ten (10) days after it shall have received the same from Landlord, confirming the lease of such Offered Space to Tenant on the Terms, Tenant acknowledging, however, that the term applicable to such Offered Space may not coincide with the term applicable to the Premises initially demised hereunder. If Tenant shall fail to give notice of its election to lease the Offered Space within the aforesaid 5-day period, then Tenant shall have no further rights under this Section and Landlord shall thereafter be free to lease any or all of such Offered Space or any other space in the Building to a third party or parties from time to time on such terms and conditions as it may deem appropriate, it being agreed that time is of the essence with respect to the exercise of Tenant's rights under this Section. For purposes of the first sentence of this Section, the term "lease" shall not include (a) the leasing of any space then leased to or occupied by, or the extension or renewal of a lease with, any then existing tenant or occupant, (b) the exercise of any expansion option, right of first offer, or right of first refusal by any tenant of the Industrial Center pursuant to a lease in effect prior to the date of this Lease, or (c) the lease of any space to any entity controlling, controlled by or under common control with, or otherwise affiliated with Landlord. The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. LANDLORD: TENANT: KEEP YOUR DAY JOB, LLC ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, a Delaware corporation a Delaware limited liability company Name: By: MANSFIELD LAND LLC Title: a Massachusetts limited liability company Its: Manager By: NDNE REALTY, INC. a Massachusetts corporation Its: Manager By:_____________________________ Name: Its: AMB PROPERTY, L.P. a Delaware limited partnership By: AMB PROPERTY CORPORATION a Maryland corporation By: ________________________ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Its: Vice President Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, CFO ▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Needham, MA 02192 Telephone: ( ) Telephone: ( ) Facsimile: ( ) Facsimile: ( ) Executed at: Executed at: LANDLORD'S REMEDIES IN EVENT OF TENANT DEFAULT ADDENDUM This Remedies Addendum is part of the Lease dated ______________________ by and between KEEP YOUR DAY JOB LLC and ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ for the premises known as ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇.