Right of First Refusal and Right of First Offer Sample Clauses

Right of First Refusal and Right of First Offer. At the Closing, ▇▇▇▇▇ will grant to Seller a right of first refusal (the “Legends ROFR”) for all or any portion of the Subject Property, for a period of fifteen (15) years following the Closing. At the end of the Legends ROFR period, the Buyer will grant to Seller a right of first offer (the “Legends ROFO”) for a period of five (5) years. The Legends ROFR and Legends ROFO shall exclude direct or indirect transfers or sales of any or all of the Subject Property by the Buyer to (i) affiliates of the Buyer, (ii) a company engaged in the exploration, development or exploitation of mineral properties, (iii) a company engaged in direct supply agreement or service agreement with Buyer in relation to Buyer’s exploration, development and mining activities on the Subject Property, and/or (iv) a developer or provider of solar energy. With regards to subpart (iii) of this subsection, examples of such companies would include electrical or gas utility companies that require fee title acquisition for a substation or gas pump station site, or an explosives manufacturer or supplier that requires fee title acquisition for a manufacturing or storage site. Prior to engaging in any transfers described in this paragraph, Buyer shall provide Seller written notice at such proposed transfer. Under the Legends ROFR, when and if ▇▇▇▇▇ decides it is prepared to accept an offer for the purchase and sale of all or any portion of the Subject Property made from an unrelated third party, Buyer will notify Seller in writing of the terms of such offer, including the purchase price (the “ROFR Offer”). Seller will have ten (10) business days to accept the ROFR Offer or not by providing written notice to Buyer of the same. If Seller accepts the ROFR Offer, then Seller shall have the right to acquire the subject portion of the Subject Property at the ROFR Offer price, and the Parties shall complete the purchase and sale of the Buyer’s interest in the Subject Property in accordance with the ROFR Offer. If Seller rejects the ROFR Offer or does not elect to accept the ROFR Offer within the ten (10) business day period, then Buyer shall be free to proceed with the proposed transaction with the other purchaser party. Under the Legends ROFO, when and if ▇▇▇▇▇ decides to sell, transfer or dispose of all or any portion of the Subject Property, Buyer will notify Seller in writing of its intent to sell, transfer or dispose of the interest in the Subject Property, setting out the proposed purchase price a...