MEMORANDUM OF RIGHT OF FIRST REFUSAL Sample Clauses

MEMORANDUM OF RIGHT OF FIRST REFUSAL. This Memorandum of Right of First Refusal is made and entered into this day , 201 , by and between 2011 USSA, LIMITED PARTNERSHIP, an Oklahoma limited partnership (“Grantor”) and the BOARD OF COMMISSIONERS OF TULSA COUNTY OKLAHOMA on behalf of the Tulsa County Sheriff’s Office (“Grantee”) with reference to the following:
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MEMORANDUM OF RIGHT OF FIRST REFUSAL. This Memorandum of Right of First Refusal (“Memorandum”) is effective as of the day of , 2011 (“Effective Date”) among Marriott International, Inc., a Delaware corporation (“MII”), and Marriott Worldwide Corporation, a Maryland corporation (“MWC”) (MII and MWC are referred to collectively herein as “Licensor”), and , a (“Owner”).
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MEMORANDUM OF RIGHT OF FIRST REFUSAL. DATE: , 2017 SELLER: Xxxxxx Investments, L.P. SELLER’S MAILING ADDRESS: 0000 X. 0xx Xxxxxx, Xxxxxx, XX 00000 BUYER/ASSIGNOR: PIONEERS LLC, a Minnesota limited liability company ASSIGNOR’S MAILING ADDRESS: 0 Xxxxxxxx Xxxxx Road, Suite 450, Round Rock TX 78681 BUYER/ASSIGNEE: County of Xxxxxxxxxx, Texas ASSIGNEE’S MAILING ADDRESS: 000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000 PROPERTY: All of that certain acre ( square foot) tract of land in the Survey, Abstract No. , Xxxxxxxxxx County, Texas; being more fully described by metes and bounds in Exhibit “A”, attached hereto and incorporated herein For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, subject to the terms, covenants, and conditions of the Right of First Refusal Agreement of even date herewith executed by Seller and Buyer (the “Agreement”), in the event that Assignee shall receive any bona fide written offer for the purchase of the Property which Seller is ready and willing to accept, then Assignor shall have the first right to purchase the Property for the price and upon the same terms and conditions as shall be contained in the Agreement. This Memorandum constitutes notice of the existence of the Agreement and the right created thereby. Information concerning the Agreement may be obtained from Seller or Buyer at the addresses provided above. [signatures follow] ASSIGNOR: PIONEERS LLC By: Pioneers Holding LLC, its Manager By: Managing Member STATE OF COUNTY OF This instrument was acknowledged before me on this the day of 2017, by , in the capacity and for the purposes and consideration therein expressed. Notary Public, State of _ ASSIGNEE: XXXXXXXXXX COUNTY, TEXAS By:_ Xxx X. Xxxxxx, County Judge STATE OF TEXAS COUNTY OF XXXXXXXXXX This instrument was acknowledged before me on this the day of , 2017 by Xxx X. Xxxxxx, County Judge, in the capacity and for the purposes and consideration therein expressed.
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MEMORANDUM OF RIGHT OF FIRST REFUSAL. [Legal Description] Exhibit 1 to Exhibit B-3 -Solo Page EXHIBIT C MANAGEMENT COMPANY ACKNOWLEDGMENT This Management Company Acknowledgment (“Management Company Acknowledgment”) is executed as of , 20__, by and among , a (“Management Company”), Marriott Vacations Worldwide Corporation, a Delaware corporation (“Licensee”), and Marriott International, Inc., a Delaware corporation and Marriott Worldwide Corporation, a Maryland corporation (collectively, “Licensor”).
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MEMORANDUM OF RIGHT OF FIRST REFUSAL. The Memorandum of Lease to be executed by the parties concurrently with their execution of this Lease and recorded in the Official Records of San Mateo County, California, shall include an appropriate incorporation by reference of the terms of this right of first refusal.
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MEMORANDUM OF RIGHT OF FIRST REFUSAL. This Memorandum of Right of First Refusal (this “Memorandum”) is dated as of , 2016, by and between the South Bend Redevelopment Commission, governing body of the Department of Redevelopment of the City of South Bend, Indiana (“Seller”), and 412 SB LLC, an Indiana limited liability company with its registered office at 412 X. Xxxxxxxxx Blvd., South Bend, Indiana 46601 (“Buyer”) (each a “Party” and together the “Parties”).
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Related to MEMORANDUM OF RIGHT OF FIRST REFUSAL

  • Assignment of Right of First Refusal 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.

  • Waiver of Right of First Refusal The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.

  • Termination of Right of First Refusal 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.

  • Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's 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 the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").

  • Transfer of Rights of First Refusal The rights of first refusal of each Major Investor under this Section 4 may be transferred to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 2.10.

  • Exercise of Right of First Refusal At any time within thirty (30) days after receipt of the 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 subsection (c) below.

  • Right of First Refusal Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve (12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants or other advisors approved by the Board, (iii) issuances to strategic partners or other parties in connection with a commercial relationship, or providing the Company with equipment leases, real property leases or similar transactions approved by the Board (iv) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

  • 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.

  • Company Right of First Refusal (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11.

  • Termination of Right of First Offer Subject to the following provisions of this Section C, the rights of Tenant hereunder with respect to the Offering Space shall terminate on the earlier to occur of: (i) Tenant’s failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VII.

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